Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 16, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Moleculin Biotech, Inc. | ||
Entity Central Index Key | 1,659,617 | ||
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 | Smaller Reporting Company | ||
Entity Public Float | $ 32,242,351 | ||
Trading Symbol | MBRX | ||
Entity Common Stock, Shares Outstanding | 25,768,861 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 7,714 | $ 5,007 |
Prepaid expenses | 588 | 215 |
Total current assets | 8,302 | 5,222 |
Furniture and equipment, net of accumulated depreciation of $21 and $6, respectively | 33 | 23 |
Intangible assets | 11,148 | 11,148 |
Total Assets | 19,483 | 16,393 |
Current Liabilities: | ||
Accounts payable | 810 | 399 |
Accrued expenses and current liabilities | 902 | 650 |
Warrant liability | 503 | 0 |
Convertible notes payable | 0 | 296 |
Total current liabilities | 2,215 | 1,345 |
Long-term deferred compensation – related party | 150 | 88 |
Total Liabilities | 2,365 | 1,433 |
Commitments and contingencies (Note 9) | ||
Stockholders' Equity: | ||
Preferred stock, $0.001 par value; 5,000,000 authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 75,000,000 authorized, 21,469,109 issued and outstanding at December 31, 2017 and 12,164,852 shares issued and outstanding at December 31, 2016 | 21 | 12 |
Additional paid-in capital | 31,577 | 19,623 |
Accumulated deficit | (14,480) | (4,675) |
Total Stockholders' Equity | 17,118 | 14,960 |
Total Liabilities and Stockholders' Equity | $ 19,483 | $ 16,393 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accumulated Depreciation, Furniture and equipment | $ 21 | $ 6 |
Preferred stock, par or stated value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par or stated value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
Common Stock, Shares, Issued | 21,469,109 | 12,164,852 |
Common Stock, Shares, Outstanding | 21,469,109 | 12,164,852 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating expenses: | ||
Research and development | 4,545 | 1,496 |
General and administrative | 4,090 | 2,381 |
Depreciation | 18 | 6 |
Total Operating Expenses | 8,653 | 3,883 |
Loss from operations | (8,653) | (3,883) |
Other income (expense): | ||
Loss from change in fair value of warrant liability | (2,548) | 0 |
Gain from settlement of liability | 149 | 0 |
Gain from expiration of warrants | 1,238 | 0 |
Other income | 9 | 0 |
Interest expense, net | 0 | (43) |
Net loss | $ (9,805) | $ (3,926) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.53) | $ (0.40) |
Weighted average common shares outstanding - basic and diluted | 18,569,193 | 9,827,510 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (9,805) | $ (3,926) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 18 | 6 |
Stock-based compensation | 707 | 324 |
Deferred compensation - related party | 62 | 87 |
Change in fair value of warrant liability | 2,548 | 0 |
Gain in settlement of liability | (149) | 0 |
Gain from expiration of warrants | (1,238) | 0 |
Other | (9) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (364) | (215) |
Accounts payable | 411 | (41) |
Accrued expenses | 495 | 0 |
Net Cash Used in Operating Activities | (7,324) | (3,765) |
Cash Flows from Investing Activities: | ||
Purchase of fixed assets | (28) | (21) |
Acquisition of Moleculin, LLC, net | 0 | (100) |
Net Cash Used in Investing Activities | (28) | (121) |
Cash Flows from Financing Activities: | ||
Proceeds from notes payable | 0 | 165 |
Payments on notes payable | 0 | (470) |
Proceeds from exercise of warrants | 3,988 | 0 |
Proceeds from sale of common stock, net of cash stock issuance costs | 6,071 | 9,170 |
Net Cash Provided by Financing Activities | 10,059 | 8,865 |
Net change in cash and cash equivalents | 2,707 | 4,979 |
Cash and cash equivalents, at beginning of period | 5,007 | 28 |
Cash and cash equivalents, at end of period | 7,714 | 5,007 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 3 | 5 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued for the Acquisition of Moleculin, LLC | 0 | 9,774 |
Common stock issued for conversion of debt | 302 | 364 |
Warrants issued for services provided | 104 | 375 |
Common stock issued for services provided | $ 89 | $ 158 |
Statements of Stockholders_ Equ
Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Subscriptions Receivable | Accumulated Loss |
Beginning balance (in shares) at Dec. 31, 2015 | 6,661,000 | ||||
Beginning balance at Dec. 31, 2015 | $ (745) | $ 7 | $ 0 | $ (3) | $ (749) |
Private issuance @ $3.00 / share (in shares) | 234,297 | ||||
Private issuance @ $3.00 / share | 703 | 703 | |||
Issued for Moleculin acquisition (in shares) | 999,931 | ||||
Issued for Moleculin acquisition | 5,999 | $ 1 | 5,998 | ||
Issued for technology (in shares) | 629,000 | ||||
Issued for technology | 3,774 | $ 1 | 3,773 | ||
Issued for cash - IPO, net of stock issuance costs of $1,150 (in shares) | 1,540,026 | ||||
Issued for cash - IPO, net of stock issuance costs of $1,150 | 8,089 | $ 1 | 8,088 | ||
Warrants issued for services | 375 | 375 | |||
Stock granted for services (in shares) | 24,000 | ||||
Stock granted for services | 158 | 158 | |||
Stock-based compensation | 166 | 166 | |||
Issued for convertible debt (in shares) | 2,076,598 | ||||
Issued for convertible debt | 364 | $ 2 | 362 | ||
Subscription agreement settled for cash | 3 | 3 | |||
Net loss | (3,926) | (3,926) | |||
Ending balances (in shares) at Dec. 31, 2016 | 12,164,852 | ||||
Ending balance at Dec. 31, 2016 | 14,960 | $ 12 | 19,623 | 0 | (4,675) |
Stock granted for services (in shares) | 79,167 | ||||
Stock granted for services | 89 | 89 | |||
Stock-based compensation | 707 | 707 | |||
Issued for convertible debt (in shares) | 2,010,640 | ||||
Issued for convertible debt | 302 | $ 2 | 300 | ||
Issued for cash - sale of units at $1.35 per unit, net of stock issuance costs of $550 (in shares) | 3,710,000 | ||||
Issued for cash - sale of units at $1.35 per unit, net of stock issuance costs of $550 | 317 | $ 4 | 313 | ||
Warrants exercised, net of issuance costs of $73 (in shares) | 2,728,434 | ||||
Warrants exercised, net of issuance costs of $73 | 8,903 | $ 3 | 8,900 | ||
Issued for cash - sale of common stock in ATM offering, net of issuance costs of $166 (in shares) | 776,016 | ||||
Issued for cash - sale of common stock in ATM offering, net of issuance costs of $166 | 1,645 | 1,645 | |||
Net loss | (9,805) | (9,805) | |||
Ending balances (in shares) at Dec. 31, 2017 | 21,469,109 | ||||
Ending balance at Dec. 31, 2017 | $ 17,118 | $ 21 | $ 31,577 | $ 0 | $ (14,480) |
Statements of Stockholders_ Eq7
Statements of Stockholders’ Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Shares issued, price per share (in dollars per share) | $ 1.35 | $ 3 |
Stock issuance costs | $ 1,150 | |
Stock issuance costs, sale of units | $ 550 | |
Stock warrants exercised, issuance costs | 73 | |
Stock issuance costs, stock offering | $ 166 |
Nature of Business and Liquidit
Nature of Business and Liquidity | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Liquidity | Nature of Business and Liquidity The terms “MBI” or “the Company”, “we”, “our” and “us” are used herein to refer to Moleculin Biotech, Inc. MBI is a clinical-stage pharmaceutical company organized as a Delaware corporation in July 2015 to focus on the development of oncology drug candidates, all of which are based on license agreements with The University of Texas System on behalf of the M.D. Anderson Cancer Center, which we refer to as MD Anderson. MBI has three drug technologies. Our clinical stage drugs are Annamycin, an anthracycline designed to avoid multidrug resistance mechanisms with little to no cardiotoxicity being studied for the treatment of relapsed or refractory acute myeloid leukemia, more commonly referred to as AML, and WP1066, an immuno-stimulating STAT3 inhibitor targeting brain tumors, pancreatic cancer and AML. We are also engaged in preclinical development of additional drug candidates, including additional STAT3 inhibitors and compounds targeting the metabolism of tumors. Our lead drug candidate is liposomal Annamycin, which we refer to as Annamycin, an anthracycline being studied for the treatment of relapsed or refractory acute myeloid leukemia, or AML. Annamycin had been in clinical trials pursuant to an investigative new drug application or IND that had been filed with the U.S. Food and Drug Administration, or FDA. Due to a lack of development activity by a prior drug developer, this IND was terminated. To permit the renewed investigation of Annamycin, we submitted a new IND for a Phase I/II trial for the treatment of relapsed or refractory AML in August 2017, which was subsequently allowed by the FDA in September 2017. We have two other drug development projects, one involving a collection of small molecules, which we refer to as the WP1066 Portfolio, a collection of STAT3 inhibitors, some of which also have immuno-stimulating capability, targeting brain tumors, pancreatic cancer and AML, and the WP1122 Portfolio, a suite of molecules targeting the metabolic processes involved in cancer in general and glioblastoma (the most common form of brain tumor) and pancreatic cancer in particular. A physician-sponsored IND for a Phase I trial of WP1066 in patients with recurrent malignant glioma and brain metastasis from melanoma was allowed by the FDA in December 2017. We also continue to sponsor ongoing research at MD Anderson in order to improve and expand our drug development pipeline. We have been granted royalty-bearing, worldwide, exclusive licenses for the patent and technology rights related to all of our drug technologies, as these patent rights are owned by MD Anderson. The Annamycin drug substance is no longer covered by any existing patent protection, however, we intend to submit patent applications for formulation, synthetic process and reconstitution related to our Annamycin drug product candidate, although there is no assurance that we will be successful in obtaining such patent protection. Independently from potential patent protection, we have received Orphan Drug designation from the FDA for Annamycin for the treatment of AML, which would entitle us to market exclusivity of 7 years from the date of approval of a New Drug Application (NDA) in the United States. We may then benefit from Orphan Drug exclusivity, during which period FDA generally could not approve another Annamycin product for the same use. We also intend to apply for similar status in the European Union (EU) where market exclusivity extends to 10 years from the date of Marketing Authorization Application (MAA). Separately, the FDA may also grant market exclusivity of 5 years for newly approved new chemical entities (of which Annamycin would be one), but there can be no assurance that such exclusivity will be granted. With regard to additional potential clinical activity, we submitted in October 2017 a request for Clinical Trial Authorization ("CTA") in Poland which, if allowed, will enable a Phase I/II clinical trial to study Annamycin for the treatment of relapsed or refractory AML in Poland. This will be in addition to the previously announced allowance of our IND in the United States. In December 2017, the Ethics Committee in Poland approved our Phase I/II clinical trial of Annamycin. In March we received requests for and provided additional information to the Polish National Office. We expect a response from the Polish National Office in the first half of 2018 and at the earliest mid-April 2018. The start of clinical trials in Poland remains subject to confirmation and approval of the CTA by the Polish National Office. We can provide no assurance that we will receive such confirmation on a timely basis, if at all. In addition, we continue to recruit and contract clinics both in the United States and Poland. In the US, we have one site - University Hospitals Cleveland Medical Center (“UHCMC”) - recruiting patients and active with drug ready to provide treatments. A patient was enrolled in March 2018 with anticipated treatment to occur in the near term. We can provide no assurance treatment will occur on a timely basis, if at all. Furthermore, in September 2017 we engaged a contract research organization ("CRO") to prepare for a proof-of-concept clinical trial in Poland to study our drug candidate WP1220, a part of the WP1066 portfolio, for the treatment of cutaneous T-cell lymphoma ("CTCL"). In accordance with FASB ASC Topic 280, Segment Reporting, we view our operations and manage our business as principally one segment. As a result, the financial information disclosed herein represents all of the material financial information related to our principal operating segment. The Company filed a registration statement on Form S-1 (which was declared effective on May 2, 2016) with respect to the Company’s initial public offering of shares of its common stock (“IPO”) to fund the development of its technologies. Prior to the declaration of effectiveness of the registration statement on Form S-1, we acquired Moleculin, LLC which was merged with and into MBI. Moleculin, LLC was the holder of a license agreement with MD Anderson covering technology referred to as the WP1066 Portfolio, which is focused on the modulation of key oncogenic transcription factors. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation - The accompanying audited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Use of Estimates in Financial Statement Presentation - The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Acquisition – We acquired Moleculin, LLC (“Moleculin”) on May 2, 2016 , and, going forward our financial statements include the operations of Moleculin, LLC. We account for acquired businesses using the acquisition method of accounting, which requires, among other things, that assets acquired, and liabilities assumed be recognized at their estimated fair values as of the acquisition date and that the fair value of acquired in-process research and development (“IPR&D”) be recorded on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired will be recorded as goodwill. The Company obtained input from third-parties regarding its tangible and intangible assets and other information necessary to measure the fair value of the assets acquired and liabilities assumed in connection with the acquisition of Moleculin, LLC. Going Concern - These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary financing to continue operations and the attainment of profitable operations. As of December 31, 2017 , the Company has incurred an accumulated deficit of $14.5 million since inception and had not yet generated any revenue from operations. Additionally, management anticipates that its cash on hand as of December 31, 2017 plus the additional cash generated from its equity offering subsequent to year-end, discussed further within these notes to the financial statements, is sufficient to fund its planned operations into but not beyond the near term. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company may seek additional funding through a combination of equity offerings, debt financings, government or other third-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements and delay planned cash outlays or a combination thereof. Management cannot be certain that such events or a combination thereof can be achieved. Cash and Cash Equivalents - The Company considers all highly liquid accounts with original maturities of three months or less at the date of acquisition to be cash equivalents. Periodically in the ordinary course of business, the Company may carry cash balances at financial institutions in excess of the insured limits of $250,000 . The amount in excess of the applicable insurance coverage at December 31, 2017 was not material. Property and equipment - Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line depreciation method as follows: Leasehold improvement Shorter of estimated useful lives or the term of the lease Computer equipment 2 years* Machinery and equipment 5 years* Furniture and office equipment 7 years* *Property and equipment assets acquired in the merger with Moleculin, LLC are being depreciated over a 2 years useful life due to their age and condition and expected remaining life assessed at merger date. Intangible assets - Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit. If an intangible asset is identified as an in-process research & development asset, then no amortization will occur until the development is complete. If the associated research and development effort is abandoned, the related assets will be written-off and the Company will record a noncash impairment loss on its statements of operations. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. No material impairments of intangible assets have been identified during any of the periods presented. Intangible assets are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Fair Value of Financial Instruments - Our financial instruments consist primarily of account payables, accrued expenses and a warrant liability. The carrying amount of accounts payables and accrued expenses approximates their fair value because of the short-term maturity of such. We have categorized our assets and liabilities that are valued at fair value on a recurring basis into three-level fair value hierarchy in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs as follows: Level 1 – Unadjusted quoted prices in active markets of identical assets or liabilities. Level 2 – Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 – Unobservable inputs for the asset or liability. The Company’s financial assets and liabilities recorded at fair value on a recurring basis include the fair value of our warrant liability discussed in Note 6. The fair value of this warrant liability is included in current liabilities on the accompanying financial statements as of December 31, 2017, as warrants are currently being exercised. The following table provides the financial assets and liabilities reported at fair value and measured on a recurring basis at December 31, 2017 (in thousands): Description Liabilities Measured at Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Fair value of warrant liability: 2017 $ 503 $ — $ — $ 503 The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the year ended December 31, 2017 (in thousands): Warrant Liability – Current Warrant Liability – Long-Term Warrant Liability – Total Balance, beginning of period December 31, 2016 $ — $ — $ — Issuances of warrants 2,453 1,690 4,143 Reclass of liability from long-term to current 1,846 (1,846 ) — Change in fair value - net 2,643 (95 ) 2,548 Transfers in and out (exercise of warrants) (5,201 ) 251 (4,950 ) Expiration of warrants (1,238 ) — (1,238 ) Balance, December 31, 2017 $ 503 $ — $ 503 The above table of Level 3 liabilities begins with the initial valuation given the warrant issuances that occurred in the first quarter of 2017 and adjusts the balances for changes that occurred during the year. The ending balance of the Level 3 financial instrument presented above represent our best estimates and may not be substantiated by comparison to independent markets and, in many cases, could not be realized "through an" immediate settlement of the instruments. Beneficial Conversion Feature - From time to time, the Company may issue convertible notes that have conversion prices that create an embedded beneficial conversion feature on the issuance date. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. The Company estimated the fair value of its common stock on the dates issued. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital, if any. The debt discount is amortized to interest expense over the life of the note using the effective interest method. Income Taxes - The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740-10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. Stock-based Compensation - Stock-based compensation expense includes the estimated fair value of equity awards vested during the reporting period. The expense for equity awards vested during the reporting period is determined based upon the grant date fair value of the award and is recognized as expense over the applicable vesting period of the stock award using the straight-line method. Loss Per Common Share - Basic net loss per common share are computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of December 31, 2017, the Company’s potentially dilutive shares, which were not included in the calculation of net loss per share, included options to purchase 1,345,000 common shares and warrants to purchase 677,576 common shares. As of December 31, 2016, the Company's potentially dilutive shares, which were not included in the calculation of net loss per share, included notes convertible to 1,821,013 common shares, options to purchase 510,000 common shares and warrants to purchase 107,802 common shares. Reclassifications - A reclassification was made to the December 31, 2016 financial statements to conform to the 2017 presentation. Such reclassification did not affect net loss as previously reported. Historically, "accrued expenses and current liabilities" were included in the line item "accounts payable and accrued expenses". Management believes that these costs are best shown as a separate line item and, as such, a reclassification was made to the balance sheet for the year ended December 31, 2016 by reducing "Accounts payable" and creating a new line item "Accrued expenses and current liabilities." Research and Development Costs - Research and development costs are expensed as incurred. Subsequent Events - The Company’s management reviewed all material events through the date these financial statements were issued for subsequent event disclosure consideration and has noted such events as described in Note 10. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standard Update ("ASU") 2014-9, Revenue from Contracts with Customers (Topic 606), which will replace numerous requirements in U.S. GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB approved a proposal to defer the effective date of the guidance until annual and interim reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact that this standard will have on its financial statements at the time the Company starts to generate revenue or enters into other contractual arrangements, which the Company does not expect in the near term. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under the new guidance, management will be required to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The provisions of this ASU are effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter; early adoption is permitted. This disclosure is effective within these financial statements for the year ended December 31, 2017. See also policy note disclosure mentioned above on Going Concern. On November 20, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2015-17, "Balance Sheet Classification of Deferred Taxes", requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on the balance sheet. The classification change for all deferred taxes as non-current simplifies entities’ processes as it eliminates the need to separately identify the net current and net non-current deferred tax asset or liability in each jurisdiction and allocate valuation allowances. The adoption of this standard in 2016, did not have a significant impact on the Company’s financial statements. In January 2016, the FASB issued ASU No. 2016-1, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-1”). ASU 2016-1 affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. ASU 2016-1 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact that this standard will have on its financial statements. The Company does not believe that the adoption of this pronouncement will have a material impact on the Company's financial statements. In February 2016, the FASB issued ASU No. 2016-2, Leases (Topic 842) (“ASU 2016-2”). Under ASU 2016-2, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-2 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-2 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact that this standard will have on its financial statements. In March 2016, the FASB issued ASU 2016-9, Compensation-Stock Compensation (Topic 718): Improvements to Employee-Share-Based Accounting". The new guidance changes the accounting and simplifies various aspects of the accounting for share-based payments to employees. The guidance allows for a policy election to account for forfeitures as they occur or based on an estimated number of awards that are expected to vest. MBI assumes no forfeiture since it has limited history. ASU 2016-9 is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The adoption of this standard on January 1, 2017, did not have a significant impact on the Company’s financial statements. In August 2016, the FASB issued ASU, Statement of Cash Flows (Topic 230). This ASU applies to all entities that are required to present a statement of cash flows under Topic 230. The amendments provide guidance on eight specific cash flow issues and includes clarification on how these items should be classified in the statement of cash flows and is designed to help eliminate diversity in practice as to where items are classified in the cash flow statement. Furthermore, in November 2016, the FASB issued additional guidance on this Topic that requires amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with earlier application permitted for all entities. We plan to adopt the provisions of this ASU for our fiscal year beginning January 1, 2018 and are currently evaluating the impact the adoption of this new accounting standard will have on our financial statements. In January 2017, the FASB issued ASU 2017-01 "Business Combinations (Topic 805)," which provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments in this update also narrow the definition of the term "output" so that the term is consistent with how outputs are described in Topic 606. Public business entities are required to apply the amendments in this update to annual periods beginning after December 15, 2017, including interim periods within those periods. Early application is permitted. The Company will evaluate the effect of the update at the time of any future acquisition or disposal. In May 2017, the FASB issued ASU 2017-09 "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting." This update clarifies the existing definition of the term "modification," which is currently defined as "a change in any of the terms or conditions of a share-based payment award." The update requires entities to account for modifications of share-based payment awards unless the (1) fair value, (2) vesting conditions and (3) classification as an equity instrument or a liability instrument of the modified award are the same as of the original award before modification. Public business entities are required to adopt the amendments in this update for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. The Company will adopt the update when it becomes effective. The Company is in the process of determining the impact, if any, this adoption will have on its financial statements. The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The Acquisition of Moleculin, LLC On May 2, 2016 , Moleculin, LLC, a Texas limited liability company, was merged with and into the Company. As a result of the merger, the Company issued to the holders of Moleculin equity interests an aggregate of 999,931 shares of the Company’s common stock valued at $5,999,586 , based on the estimated acquisition-date fair value of our common stock of $6.00 per share, equal to the IPO price announced in our prospectus filed on that date. Prior to the Company’s acquisition of Moleculin, the Company had loaned $57,822 to Moleculin which was treated as part of the consideration paid to acquire Moleculin. As additional consideration payable to the Moleculin unit holders, we agreed pursuant to the merger agreement that if drugs for dermatology indications are successfully developed by us using any of the Existing IP Assets, then the Moleculin, LLC unit holders, in the aggregate, will be entitled to receive a 2.5% royalty on the net revenues generated by such drugs. Any such net revenues would include a deduction for license fees or royalty obligations payable to MD Anderson for such Existing IP Assets. The merger agreement defined “Existing IP Assets” to mean all intellectual property, licensed by us and Moleculin as of the time of the merger, including, without limitation, the intellectual property licensed from MD Anderson under the Patent and Technology License Agreement entered into by and between IntertechBio Corporation and MD Anderson dated April 2, 2012, as amended, and the Patent and Technology License Agreement dated June 21, 2010 , as amended, between MD Anderson and Moleculin, LLC, but excluding any intellectual property relating to Annamycin. The right to receive the contingent royalty payments described herein is limited to drugs developed only for dermatology indications and does not include drugs developed for any other indications. We have no obligation of any nature to pursue the development of any drugs for dermatology indications. Our acquisition of Moleculin, LLC, occurring prior to our IPO offering, provided us with the rights to the license agreement that Moleculin, LLC had with MD Anderson covering the WP1066 Portfolio. However, Moleculin, LLC had previously granted Houston Pharmaceuticals, Inc. (“HPI”), a related party, an option, which could be exercised at any time, to obtain an exclusive sub-license to develop the WP1066 Portfolio in all non-dermatological fields. Moleculin, LLC had previously pursued development of the WP1066 Portfolio for treatment of psoriasis, however, psoriasis related clinical trials had been terminated. Because WP1066 has shown significant activity against a wide range of tumors, Moleculin, LLC’s focus prior to the acquisition included the development of drugs for cancer treatment. However, the exclusive sub-license option held by HPI precluded Moleculin, LLC from pursuing drug development related to non-skin cancers, in addition to potentially creating significant intellectual property, clinical and commercialization risks associated with drug development for skin cancers. Re-acquisition of the HPI option was therefore essential for the values of both the WP1066 Portfolio and Moleculin, LLC. Additionally, the merger agreement contained mutual representations and warranties between the parties. Pursuant to the merger agreement, we agreed for a period of six years to indemnify and hold harmless each present and former director and/or officer of Moleculin, LLC whom Moleculin, LLC would have had the power to indemnify under Delaware law that is made a party or threatened to be made a party to any threatened, pending or completed proceeding or claim by reason of the fact that he or she was a director or officer of the Moleculin, LLC prior to the effective time of the merger and arising out of actions or omissions of the indemnified party in any such capacity occurring at or prior to the effective time of the merger against any losses or damages reasonably incurred in connection with any claim. To our knowledge, no such proceeding or claim exists or has been threatened on the date hereof. In connection with the acquisition of Moleculin, LLC, we also negotiated on behalf of Moleculin, LLC two agreements with HPI. Under the first agreement, HPI’s option to obtain the aforementioned exclusive sublicense was terminated in exchange for a payment of $100,000 and the issuance of 629,000 shares of our common stock, valued at $6 per share. Under the second agreement (HPI Out-Licensing Agreement), HPI has received a non-exclusive technology rights and development sublicense under which it may continue its ongoing work to develop the WP1066 Portfolio related to treatment of non-skin cancer. Pursuant to this HPI Out-Licensing Agreement, we agreed to make payments to HPI totaling $750,000 over a three -year period, of which $300,000 was paid as of December 31, 2017. The Company expenses such costs as incurred as research and development expense, commencing after the IPO offering in exchange for HPI allowing us to access any data, information or know-how resulting from the research and development conducted by HPI. As of December 31, 2017 , notwithstanding our obligation to make the foregoing payments, the HPI Out-Licensing Agreement does not obligate HPI to conduct any specific research or to meet any milestones. Pursuant to the HPI Out-Licensing Agreement, we have the right within three years of the effective date to buy-out from HPI all rights granted to HPI under the agreement for a payment of $1.0 million . Upon our exercise of the buy-out we will no longer be obligated to make any payments to HPI remaining from the $750,000 obligation discussed above. If we do not exercise the foregoing buy-out right within three years, the license granted to HPI shall convert into an exclusive license. As such, if we do not exercise the buy-out right for any reason, we will no longer have access to the non-skin cancer uses of the WP1066 Portfolio. As noted above, this will also potentially create risks for the development of skin cancer drugs. We do not intend to set aside and designate cash and cash equivalents in the amount of $1 million to make the buy-out payment. If we ultimately decide to exercise the buy-out right from HPI, we will need to raise additional funds to make the buy-out payment. We cannot assure that such additional funding will be available on satisfactory terms, or at all. The agreements with HPI were executed on May 2, 2016 , simultaneously with the closing of the Moleculin, LLC acquisition, and were non-cancelable but contingent on the Company’s ability to complete the IPO by June 30, 2016 . They became effective on May 31, 2016 . The termination of the HPI option was completed on behalf of Moleculin, LLC, which was required to enable the sale of Moleculin, LLC by materializing the value of its most significant asset and was non-cancelable by either party. Further, the HPI option termination price was determined simultaneously with the acquisition on May 2, 2016 as our IPO price was established at that time. Accordingly, we concluded that this transaction was primarily for the benefit of Moleculin, LLC and its former owners, resulting in control of the underlying intellectual property and thereby increasing the value of Moleculin, LLC intangible assets immediately prior to the closing of its acquisition by us. The HPI option termination price amounted to $3,874,000 , consisting of 629,000 shares of our common stock valued at the IPO price of $6.00 per share, and $100,000 paid in cash in July 2016 , and was included in acquisition-date liabilities assumed. Purchase Price Allocation The acquisition price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values and the information available to management. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash $ — Property and equipment 8 Intangibles 11,148 Total assets acquired $ 11,156 Liability assumed (HPI) (3,874 ) Other liabilities assumed, including $470 of notes payable (1,224 ) Net assets acquired/total consideration transferred $ 6,057 The Company obtained input from third-parties regarding its tangible and intangible assets and other information necessary to measure the fair value of the assets acquired and liabilities assumed in connection with the acquisition of Moleculin, LLC. Management believes all or most of the intangible assets are IPR&D related to the WP1066 Portfolio, and, as such, no amortization has been recorded to date. Intangible assets consisted of the following at December 31, 2017 and December 31, 2016 (in thousands): December 31, 2017 December 31, 2016 Intangibles acquired from Moleculin, LLC $ 11,148 $ 11,148 Unaudited Pro Forma Results of Operations The following comparative table presents the unaudited condensed pro forma results of operations that reflect the acquisition of Moleculin as if the acquisition had occurred as of the first day of each period presented, adjusted for items that are directly attributable to the acquisition. This information has been compiled from historical financial statements and is not necessarily indicative of the results that actually would have been achieved had the transaction already occurred or that may be achieved in the future (amounts in thousands except share data). Pro Forma For the Year Ended December 31, 2016 Total operating expenses $ 3,979 Net loss $ (3,963 ) Net loss per common share – basic and diluted $ 0.42 Weighted average outstanding common shares – basic and diluted 9,401,028 The year ended December 31, 2016 was adjusted on a pro forma basis to exclude $145,078 in net interest expense related to the amortization of deferred financing costs and debt discount amortization for Moleculin, LLC’s convertible notes. The holders of the convertible notes were issued the Company’s common shares upon the Company’s acquisition of Moleculin, LLC. |
Accrued Expenses and other accr
Accrued Expenses and other accrued liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Expenses and other accrued liabilities | Accrued Expenses and other accrued liabilities Accrued expenses and other liabilities consist of the following components (in thousands): December 31, 2017 2016 Accrued payroll $ 250 $ 84 Accrued clinical testing 320 238 Accrued license fees and SRA 260 157 Accrued legal and professional fees 50 66 Accrued board expenses — 91 Accrued other 22 14 Total accrued expenses and other liabilities $ 902 $ 650 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Convertible Notes Payable On various dates from August 31, 2015 through January 19, 2016 , each as amended on March 10, 2016 , the Company entered into seven unsecured promissory notes with three separate third-party investors. Each note bore interest at 8.0% per annum and was to mature on the earlier of June 30, 2016 or the completion of an IPO of the Company’s securities. Since the completion of the IPO occurred prior to June 30, 2016 , these notes were to be automatically converted according to their terms into shares of the Company’s common stock at applicable conversion price upon the Company’s IPO to the extent and provided that no holder of these notes was permitted to convert such notes to the extent that the holder or any of its affiliates would beneficially own in excess of 4.99% of our common stock after such conversion. Due to this 4.99% limitation, a portion of these notes was not converted at the time of the IPO and the remaining unconverted principal and accrued interest amounts of the effected notes remained outstanding and were converted into shares of our common stock at such time as the 4.99% limitation was met. Until such time as the notes were converted into shares of common stock, the maturity date of the notes was automatically extended, and we were not required to repay the notes or the accrued interest relating to the notes in cash. The IPO was completed on May 31, 2016 . On May 31, 2016 , pursuant to the conversion feature of the foregoing notes and with restriction of the 4.99% beneficially owned condition limitation, discussed above, the Company issued 1,166,503 common shares in total, reducing the convertible debt principal by $183,356 and accrued interest by $17,699 . Subsequent to these transactions and through December 31, 2016, an additional 910,095 common shares were issued due to the number of common shares outstanding allowing for conversion of additional shares under the 4.99% beneficially owned condition limitation. This reduced the convertible debt principal by $155,565 and accrued interest by $7,172 . The convertible notes were analyzed for a beneficial conversion feature on various issuance dates, at which time it was concluded that a beneficial conversion feature did not exist. On June 22, 2017, pursuant to the conversion feature of the foregoing notes and with restriction of the beneficially owned condition limitation discussed above, the Company issued common shares which effectively converted all remaining outstanding convertible debt and accrued interest outstanding as of that date. The table below represents the shares that are convertible at December 31, 2017 relating to the principal amounts of these convertible notes payable and excludes any shares that are convertible relating to the associated accrued interest: (Amounts and shares in whole values) Issuance Date December 31, 2017 December 31, 2016 (c) Conversion Rate Shares Convertible at December 31, 2016 August 31, 2015(a) $ — $ 38,299 $ 0.1299 294,832 September 3, 2015 — 125,000 0.1299 962,279 October 6, 2015(a)(b) — 30,280 0.20 151,402 January 19, 2016 — 82,500 0.20 412,500 Total $ — $ 276,079 1,821,013 (a) Debt partially converted on May 31, 2016 and on August 19, 2016. (b) Debt partially converted on September 1, 2016. (c) Excluded from the $276,079 is $20,333 in accrued interest on the convertible notes payable which is included in the accompanying balance sheet. The common shares relating to the above mentioned convertible notes payable contained the following trading restrictions: (a) beginning 90 days after the initial closing of our IPO and until the one -year anniversary of the initial closing of the IPO, the holder of the note will be able to sell 1% of the number of shares of common stock underlying the note on a monthly basis, subject to a maximum sale on any trading day of 4% of the daily volume; (b) if the common stock price is over $7.00 per share for five consecutive trading days then the holder of the note can sell up to 3% of the number of shares of common stock underlying the note on a monthly basis, subject to a maximum sale on any trading day of 4% of the daily volume; (c) if the common stock price is over $10.00 per share for five consecutive trading days then the holder of the note can sell up to an additional 5% of the number of shares of common stock underlying the note on a monthly basis, subject to a maximum sale on any trading day of 7% of the daily volume; and (d) if the common stock price is over $14.00 per share then the holder of the note is not restricted from making any sales until such time as the common stock price falls back below $14.00 per share; and (b) thereafter, until the two -year anniversary of the initial closing of IPO, the holder of the note can sell on any trading day 10% of the daily volume; provided that if the common stock price is over $10.00 per share then the holder of the note is not restricted from making any sales until such time as the common stock falls back below $10.00 per share. The foregoing lock-up restrictions relate to public sales and do not restrict the transfer of the shares privately, if permitted by applicable law, provided the acquirer of the shares agrees to comply with the above restrictions with respect to any public sales. |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Warrant Liability | Warrant Liability On February 9, 2017, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as representative of the several underwriters identified therein (collectively, the “Underwriters”), pursuant to which we sold in a registered public offering (the “Offering”), 3,710,000 units, priced at a public offering price of $1.35 per unit (the closing price that day was $1.50 ), with each unit consisting of: (i) one share of common stock, (ii) a five -year Series A warrant to purchase 0.50 of a share of common stock, (iii) a 90 -day Series B warrant to purchase one share of common stock, and (iv) a five -year Series C warrant to purchase 0.50 of a share of common stock. The Series C warrants in a unit could only be exercised to the extent and in proportion to a holder of the Series C warrants exercising its Series B warrants included in the unit. The Series A and Series C warrant have an exercise price of $1.50 per share of common stock. The Series B warrant had an exercise price of $1.35 per share of common stock. Under the terms of the Underwriting Agreement, we granted the Underwriters a 45-day option to purchase an additional 556,500 shares of common stock and/or an additional 556,500 warrant combination (comprised of an aggregate of 278,250 Series A warrants, 556,500 Series B warrants and 278,250 Series C warrants), in any combinations thereof, from us to cover over-allotments at the public offering price per share of $1.349 and public offering price per warrant combination of $.001 , respectively, less the underwriting discounts and commissions. Upon the closing of the Offering, the Underwriters exercised the over-allotment option with respect to $278,100 warrant combinations. We received approximately $4.5 million in net proceeds from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses. The basis of value is fair value, which is defined pursuant to Accounting Standards Codification (“ASC”) 820 to be “the price 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”. The Company estimated the fair value of the Warrants under ASC 820 as of February 14, 2017 for financial reporting purposes. We used the Black-Scholes option pricing model (“BSM”) to determine the fair value of the Series A and Series B Warrants and a Monte Carlo simulation (“MCM”) with regard to the Series C Warrants in consideration of path dependent vesting terms of the contract. Both the BSM and MCM models are acceptable in accordance with GAAP. The BSM requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average term of the Warrant. The MCM simulates the Company’s common stock price from the valuation date through the Series B Warrant and the unvested Series C Warrant expiration dates using Geometric Browman Motion on a risk-neutral basis - thereby impacting the likelihood that the Series B Warrants would have been exercised and, subsequently, the Series C Warrants would then vest. All Series B and unvested Series C warrants expired on May 15, 2017. The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the Warrants and is calculated by using the average daily historical stock prices through the day preceding the grant date. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the Warrants. Where appropriate, we used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price during 2016-2017. The assumptions used in the BSM and MCM models for the Warrants are as follows: Year Ended December 31, 2017 2016 Risk-free interest rate 1.68%-1.86% —% Volatility 80.00%-160.11% —% Expected life (years) 0.5-5.0 — Dividend yield -% —% A summary of our Warrant activity and related information follows: Description Number of Shares Under Warrant Range of Warrant Price per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at January 1, 2017 — — — — Granted 8,235,923 $1.35-$1.50 $ 1.43 — Exercised (2,728,434 ) — $ 1.46 — Expired (5,087,717 ) — $ 1.40 — Balance at December 31, 2017 419,772 — $ 1.46 4.38 Vested and Exercisable at December 31, 2017 419,772 $1.35-$1.50 $ 1.46 4.38 Warrant Activity During 2017: On February 14, 2017, 8,235,923 Warrants were granted, as discussed above. During the year, 1,833,984 Series A warrants were exercised, 596,300 Series B warrants were exercised - thereby vesting 298,150 Series C warrants - and all of the vested 298,150 Series C warrants were exercised. Of the remaining Series B and C warrants, 5,087,717 expired on May 15, 2017. Therefore, the associated warranty liability of $1.24 million was extinguished on that date. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Equity | Equity On May 2, 2016 , the Company amended and restated its certificate of incorporation to increase the number of shares authorized to 80,000,000 of which 5,000,000 shares of preferred stock are authorized and 75,000,000 shares of common stock are authorized. Preferred Stock We are authorized to issue up to 5,000,000 shares of preferred stock. Our certificate of incorporation authorizes the board to issue these shares in one or more series, to determine the designations and the powers, preferences and relative, participating, optional or other special rights and the qualifications, limitations and restrictions thereof, including the dividend rights, conversion or exchange rights, voting rights (including the number of votes per share), redemption rights and terms, liquidation preferences, sinking fund provisions and the number of shares constituting the series. As of December 31, 2017 , there was no issued preferred stock. Common Stock Settlement of a Liability In January 2017, the Company issued 79,167 shares of common stock to a consultant in full settlement for prior services rendered to the Company. Settlement occurred February 21, 2017 with the issuance of the shares, resulting in a gain on settlement of $0.15 million recorded in gain in settlement of liability on the Statements of Operations. The obligation of $0.24 million had been recorded by the Company in accounts payable and accrued expenses as of December 31, 2016. Follow-On Public Offering In February 2017, the Company completed a public offering and sold 3,710,000 shares of the Company’s common stock. The offering price per unit was $1.35 . The Company received net cash proceeds of $4.5 million after deducting underwriting discounts, commissions and direct offering expenses payable by us. See Note 6 above regarding Warrant issuances related to our February 2017 public offering. At Market Issuance Sales Agreement (ATM) On September 15, 2017, the Company entered into an At Market Issuance Sales Agreement (the “Agreement” or “ATM”) with Roth Capital Partners, LLC and National Securities Corporation (collectively, the “Agents”). Pursuant to the terms of the Agreement, the Company may sell from time to time through the Agents shares of the Company's common stock with an aggregate sales price of up to $13.0 million . Any sales of Shares pursuant to the Agreement will be made under the Company's effective shelf registration statement on Form S-3 (File No. 333-219434) which became effective on August 21, 2017 and the related prospectus supplement and the accompanying prospectus, as filed with the Securities and Exchange Commission (the “SEC”) on September 15, 2017. Under the Agreement, the Company may sell Shares through an Agent by any method that is deemed an at the market offering as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Sales of the Shares may be made at market prices prevailing at the time of sale, subject to such other terms as may be agreed upon at the time of sale, including a minimum sales price that may be stipulated by the Company's Board of Directors or a duly authorized committee thereof. The Company or the Agents, under certain circumstances and upon notice to the other, may suspend the offering of the Shares under the Agreement. The offering of the Shares pursuant to the Agreement will terminate upon the sale of Shares in an aggregate offering amount equal to $13.0 million , or sooner if either the Company or the Agents terminate the Agreement pursuant to its terms. The Company agreed to pay a commission to the Agents of 3.0% of the gross proceeds of the sale of the Shares sold under the Agreement and to reimburse the Agents for certain expenses. The Company has also provided the Agents with customary indemnification rights. The Company is not obligated to make any sales of Common Stock under the Agreement. As of December 2017, the Company had sold 776,016 shares of common stock from $2.05 to $2.71 per share with gross proceeds of $1.6 million under this Agreement. Initial Public Offering On May 31, 2016 , the Company completed its IPO and sold 1,540,026 shares of the Company’s common stock. The IPO price per share was $6.00 . The Company received net cash proceeds of $8,464,183 after deducting underwriting discounts, commissions and direct offering expenses payable by us. Pursuant to our agreement with our underwriters, as additional compensation, we issued the underwriters warrants to purchase 107,802 shares of common stock exercisable for a period of 5 years from date of issuance at an exercise price of $7.50 per share. The relative fair value of these warrants was $374,763 and is included in stock issuance costs calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.39% (2) expected life of 5 years, (3) expected volatility of 80.61% , and (4) zero expected dividends. During the period from January 1, 2016 through May 2, 2016, the Company sold 234,297 common shares for $702,894 . On June 20, 2016, the Company agreed to issue 24,000 shares of common stock to PCG Advisory Group, the Company’s investor relations firm, for services provided. The fair value of these shares was $157,680 based on the market price on the grant date. GSK Consulting Agreement On July 29, 2017, the Company entered into a consulting agreement with GSK Strategies, LLC (“GSK”), for its investor relations operations. The consulting agreement covers for a period of twelve months from the date of July 29, 2017. In exchange for the consulting services, the Company agreed to issue two warrants (collectively, the “Warrants”) to purchase 100,000 and 50,000 shares of common stock at exercise prices of $2.41 and $3.00 per share, respectively, subject to approval by Nasdaq of a listing of additional shares application, which was received in August 2017. Each of the Warrants vests over a 12 -month period in equal monthly installments starting July 29, 2017, provided that GSK is providing services to the Company pursuant to the consulting agreement on each vesting date. The Warrants became initially exercisable on August 8, 2017, and expire five years from the initial exercise date. The Company recorded stock compensation expense for the non-employee consulting agreement of $104,000 during the year ended December 31, 2017 based on the fair value of the warrants vested as of December 31, 2017. Adoption of 2015 Stock Plan On December 5, 2015, the Board of Directors of the Company approved the Company’s 2015 Stock Plan, which was amended on April 22, 2016. The expiration date of the plan is December 5, 2025 and the total number of underlying shares of the Company’s common stock available for grant to employees, directors and consultants under the plan is 2,500,000 shares. The awards under the 2015 Stock Plan can be in the form of stock options, stock awards or stock unit awards. The following is a summary of option activities for the years ended December 31, 2016 and 2017: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding, December 31, 2015 200,000 $ 0.14 $ 0.20 Granted - 2016 460,000 3.75 5.83 Cancelled - 2016 (150,000 ) 0.14 0.20 Outstanding, December 31, 2016 510,000 $ 3.40 $ 5.28 9.29 $ 275,500 Granted - 2017 835,000 $ 1.59 $ 2.42 Cancelled - 2017 — Outstanding, December 31, 2017 1,345,000 $ 1.93 $ 3.50 9.07 $ 83,000 Exercisable, December 31, 2017 50,000 $ 0.13 $ 0.20 2.42 $ 83,000 The fair value of the option grants has been estimated, with the following weighted-average assumptions: Year Ended December 31, 2017 2016 Risk-free interest rate 1.83 % to 1.95% 1.3% Volatility 80% 70.18 % to 70.44% Expected life (years) 5.0 to 6.25 6 to 6.25 Expected dividend yield —% —% Stock-based compensation expense for the years ended December 31, 2017 and 2016, are as follows (in thousands): Year Ended December 31, 2017 2016 General and administrative $ 684 $ 321 Research and development 23 3 Total $ 707 $ 324 Options granted during 2017 have an aggregated fair value of $1.4 million that was calculated using the Black-Scholes option-pricing model. At December 31, 2017, total compensation cost not yet recognized was $2.5 million and the weighted average period over which this amount is expected to be recognized is 8.7 years . The aggregate fair value of options vesting in the years ended December 31, 2017 and 2016 was $3.1 million and $1.8 million , respectively. No options were exercised in 2017 or 2016. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the above paragraph and table. The expected term of the options was computed using the “plain vanilla” method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin 107 because we do not have sufficient data regarding employee exercise behavior to estimate the expected term. The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have sufficient trading history to determine our historical volatility. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company entered into a separation agreement with its former Chief Financial Officer in October 2016 and as part of the agreement, options to purchase 150,000 shares of common stock issued to the former Chief Financial Officer were cancelled and the vesting was accelerated on the remaining options to purchase 50,000 shares of common stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consists of the following components (in thousands): December 31, 2017 December 31, 2016 Current Expense (Benefit): Federal $ — $ — State — — Current Income Tax Expense $ — $ — Deferred Expense (Benefit): Federal $ — $ — State — — Deferred Income Tax Expense $ — $ — Net Deferred Taxes $ — $ — The following summarizes activity related to the Company’s valuation allowance (in thousands): December 31, 2017 December 31, 2016 Valuation Allowance at Beginning of Period $ 1,397 $ 155 Income Tax Benefit 1,164 1,242 Release of Valuation Allowance — — Valuation Allowance at End of Period $ 2,561 $ 1,397 A reconciliation of the income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows (in thousands): December 31, 2017 December 31, 2016 (amounts in thousands) Amount Percent Amount Percent Federal Tax Benefit at Statutory Rate $ 3,334 34.00 % $ 1,335 34.00 % State Tax Benefit Net of Federal (117 ) (1.20 )% 137 3.48 % IPO Costs (76 ) (0.77 )% (227 ) (5.78 )% Stock Warrant Costs (395 ) (4.03 )% — — % Other Permanent Differences (9 ) (0.09 )% (3 ) (0.08 )% Change in Deferred Tax Rate due to Tax Reform (1,562 ) (15.93 )% — — % Other (11 ) (0.11 )% — — % Increase in Valuation Allowance (1,164 ) (11.87 )% (1,242 ) (31.62 )% Total Tax (Expense) / Benefit $ — — % $ — — % The Company’s deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. corporate income tax rate from 35% to 21%, resulting in a deferred tax expense of $1.56 million for the year ended December 31, 2017 that is still fully valued against as of December 31, 2017. This expense is attributable to the Company being in a net deferred tax asset position at the time of remeasurement. As the company maintains fully valuation allowance, this amount can be seen on the rate reconciliation as an adjustment to deferred tax asset and corresponding valuation allowance. The principal components of the Company’s deferred tax assets and liabilities consist of the following at December 31, 2017 and 2016 (in thousands): December 31, 2017 December 31, 2016 Deferred Tax Assets: Start Up Costs $ 1,105 $ 735 Federal Net Operating Loss Carryforwards 1,275 520 State Tax Loss Carryforwards 9 50 Deferred Compensation 176 96 Total Deferred Tax Assets $ 2,565 $ 1,401 Less Valuation Allowance (2,561 ) (1,397 ) Net Deferred Tax Assets $ 4 $ 4 Deferred Tax Liabilities: Fixed Assets (4 ) (4 ) Total Deferred Tax Liabilities $ (4 ) $ (4 ) Net Deferred Taxes $ — $ — The Company has incurred net operating losses since inception. As of December 31, 2017 , the Company had total federal operating loss carry forwards of approximately $6.07 million which expire commencing in 2037. The value of these carryforwards depends on the Company’s ability to generate taxable income. Additionally, because federal tax laws limit the time during which the net operating loss carryforwards may be applied against future taxes, if the Company fails to generate taxable income prior to the expiration dates of the carry forwards the Company may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. Finally, the Company has not undertaken a detailed analysis of the application of IRC Section 382 with respect to limitations on the utilization of net operating loss carryforwards and other deferred tax assets. However, the Company believes that this matter is not material to the overall tax position within the financial statements due to the full valuation allowance against the net operating losses and the lack of utilization of the net operating losses during tax years open under statute. The Company conducts business in various locations and, as a result, files income tax returns in the United States Federal jurisdiction and in multiple state jurisdictions. As of December 31, 2017 , the Company had state operating losses of approximately $5.81 million which expire commencing in 2037. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the U.S. federal, state and local income tax authorities for all tax years in which a loss carryforward is available. Management has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. The Company has cumulative losses and there is no assurance of future taxable income, therefore, valuation allowances have been recorded to fully offset the deferred tax asset at December 31, 2017 . Management has determined that it is more likely than not that the Company will not recognize the benefits of its federal and state deferred tax assets, and as a result, a valuation allowance of $2.56 million and $1.40 million has been established at December 31, 2017 and 2016 , respectively. The change in the valuation allowance for the year ended December 31, 2017 was primary due to additional operating losses and capitalized research costs. The Company may be eligible to claim research and development tax credits in the future, but has not conducted a study to date. There are no unrecognized tax benefits from any federal, state or foreign jurisdictions. The only tax years open under statute for the Company are December 31, 2017 and December 31, 2016 . The Company’s policy is to recognize interest and penalties related to any unrecognized tax liabilities as additional tax expense. No interest or penalties have been accrued at December 31, 2017 and 2016 , as the Company has not recorded any uncertain tax positions. The Company believes it has appropriate and adequate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. Although the Company believes its recorded assets and liabilities are reasonable, tax regulations are subject to interpretation and tax litigation is inherently uncertain; therefore, the Company’s assessments can involve both a series of complex judgments about future events and rely heavily on estimates and assumptions. Although the Company believes that the estimates and assumptions supporting its assessments are reasonable, the final determination of tax audit settlements and any related litigation could be materially different from that which is reflected in historical income tax provisions and recorded assets and liabilities. If the Company were to settle an audit or a matter under litigation, it could have a material effect on the income tax provision, net income, or cash flows in the period or periods for which that determination is made. Any accruals for tax contingencies are provided for in accordance with U.S. GAAP . The Company does not believe that its tax positions will significantly change due to any settlement and/or expiration of statutes of limitations prior to December 31, 2017 . On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing but have kept the full valuation allowance. As a result have recorded no income tax expense in the fourth quarter of 2017, the period in which the legislation was enacted. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The deferred tax expense recorded in connection with the remeasurement of deferred tax assets is a provisional amount and a reasonable estimate at December 31, 2017 based upon the best information currently available. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Act. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter of 2018 when the analysis is complete. The accounting is expected to be complete when the 2017 U.S. corporate income tax return is filed in 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Sponsored Research Agreements with MD Anderson On January 9, 2017, we amended our Sponsored Laboratory Study Agreement with MD Anderson whereby we paid $302,500 in 2017, and the agreement was extended to October 31, 2018. On December 4, 2017, we extended this Agreement until October 31, 2019 for total payment amount of $346,687 spread over that period of time. Of this amount, $236,687 was paid in the first quarter of 2018. The final payment of $110,000 is due on July 31, 2018. The expenses recognized under the MD Anderson agreement with regards to the Sponsored Laboratory Study were $291,687 and $33,000 , for the year ended December 31, 2017 and 2016, respectively. Annamycin As of August 2015, we obtained the rights and obligations of Annamed under a June 2012 Patent and Technology Development and License Agreement by and between Annamed and Dermin (the “Annamed Agreement”). Therefore, certain intellectual property rights, including rights, if any, covering the potential drug product, Annamycin have been licensed to Dermin and Dermin has been granted a royalty-bearing, exclusive license to manufacture, have manufactured, use, import, offer to sell and/or sell products in the field of human therapeutics under the licensed intellectual property in the countries of Poland, Ukraine, Czech Republic, Hungary, Romania, Slovakia, Belarus, Lithuania, Latvia, Estonia, Netherlands, Turkey, Belgium, Switzerland, Austria, Sweden, Greece, Portugal, Norway, Denmark, Ireland, Finland, Luxembourg, Iceland, Kazakhstan, Russian Federation, Uzbekistan, Georgia, Armenia, Azerbaijan and Germany (“Annamed licensed territories”). We are obligated to develop and provide a dossier containing data related to the licensed subject matter to Dermin. In consideration, Dermin will pay a royalty for the sale of any licensed product in the Annamed licensed territories and pay all out-of-pocket expenses incurred by us in filing, prosecuting and maintaining the licensed patents for which the license has been granted. Dermin also agrees to provide a percentage of certain consideration that Dermin receives pursuant to sublicense agreements. On June 29, 2017, the Company entered into an agreement with MD Anderson licensing certain technology related to the method of preparing Liposomal Annamycin. The agreement includes a one-time license documentation fee of $40,000 , annual maintenance fees of $25,000 until the first sale of drug and has the following the milestone payments: (i) commencement of Phase III Study for first licensed drug/product - $125,000 ; (ii) submission of the first NDA within the United States - $175,000 ; and (iii) receipt of first marketing approval for sale of a license product in the United States - $225,000 . The expenses recognized under this agreement were $52,500 and $0 for the year ended December 31, 2017 or 2016, respectively. WP1066 Portfolio The rights and obligations to a June 2010 Patent and Technology License Agreement entered into by and between Moleculin LLC and MD Anderson (the “Moleculin Agreement”) have been assigned to us. Therefore, we have obtained a royalty-bearing, worldwide, exclusive license to intellectual property rights, including patent rights, related to our WP1066 drug product candidate. In consideration, we must make payments to MD Anderson including an up-front payment, milestone payments and minimum annual royalty payments for sales of products developed under the license agreement. Annual maintenance fee payments will no longer be due upon marketing approval in any country of a licensed product. One-time milestone payments are due upon commencement of the first Phase III study for a licensed product within the United States, Europe, China or Japan; upon submission of the first NDA for a licensed product in the United States; and upon receipt of the first marketing approval for sale of a licensed product in the United States. The rights we have obtained pursuant to the assignment of the Moleculin Agreement are made subject to the rights of the U.S. government to the extent that the technology covered by the licensed intellectual property was developed under a funding agreement between MD Anderson and the U.S. government. The agreement, as amended, has the following the milestone payments: (i) commencement of Phase III Study for first licensed drug/product within the United States, Europe, China or Japan - $150,000 ; (ii) submission of the first NDA within the United States - $500,000 ; and (iii) receipt of first marketing approval for sale of a license product in the United States - $600,000 . License fees expensed related to MD Anderson were $85,000 and $77,500 , respectively, for the year ended December 31, 2017 and 2016. We entered into an out-licensing agreement with Houston Pharmaceuticals, Inc. (“HPI”), pursuant to which we have granted certain intellectual property rights to HPI, including rights covering the potential drug candidate, WP1066 (“HPI Out-Licensing Agreement”). Under the HPI Out-Licensing Agreement we must make quarterly payments totaling $0.75 million for the first twelve quarters following the effective date of the HPI Out-Licensing Agreement, or May 2, 2016, in consideration for the right to development data related to the development of licensed products. Notwithstanding our obligation to make the foregoing payments, the HPI Out-Licensing Agreement does not obligate HPI to conduct any research or to meet any milestones. Upon payment in the amount of $1.0 million to HPI within three years of the effective date of the HPI Out-Licensing Agreement we will regain all rights to the licensed subject matter and rights to any and all development data and any regulatory submissions including any IND, NDA or ANDA related to the licensed subject matter and can end the license without any other obligation other than the aforementioned quarterly payments. In the event that we do not exercise our right to regain our rights to the licensed subject matter within three years of the effective date of the HPI Out-Licensing Agreement, the license granted to HPI shall convert to an exclusive license upon HPI’s written notice and we shall be obligated to transfer all existing data relating to licensed subject matter including any development data and any IND to HPI. License fees expensed related to HPI were $225,000 and $75,000 respectively, for the year ended December 31, 2017 and 2016. In February 2018, we entered into a license agreement covering a new group of molecules recently discovered in connection with research we have been sponsoring at MD Anderson Cancer Center called WP1732, a part of the WP1066 Portfolio. In consideration, we must make payments to MD Anderson including an up-front payment, license documentation fee, annual maintenance fee, milestone payments and minimum annual royalty payments for sales of products developed under the license agreement. Under the agreement, annual maintenance fees are $10,000 on the effective date of the agreement and increase by $5,000 per year up to a maximum of $50,000 per year. Under the agreement, we are required to make royalty payments ranging from 3% to 5% of Net Sales, depending on the intended use, each quarter upon the commencement of sales, with a minimum of $200,000 per year. Additional payments are due upon the commencement of a Phase II study $150,000 , submission of a New Drug Application $500,000 , and the receipt of marketing approval of a licensed product, $600,000 . WP1122 Portfolio The rights and obligations to an April 2012 Patent and Technology License Agreement entered into by and between IntertechBio and MD Anderson (the “IntertechBio Agreement”) have been assigned to us. Therefore, we have obtained a royalty-bearing, worldwide, exclusive license to intellectual property, including patent rights, related to our WP1122 Portfolio and to our drug product candidate, WP1122. In consideration, we must make payments to MD Anderson including an up-front payment, license documentation fee, annual maintenance fee, milestone payments and minimum annual royalty payments for sales of products developed under the license agreement. Under the agreement, annual maintenance fees are $10,000 on the first anniversary of the effective date of the agreement, $20,000 on the second anniversary of the effective date of the agreement, $40,000 on the third anniversary of the effective date of the agreement, $60,000 on the fourth anniversary of the effective date of the agreement, $80,000 on the fifth anniversary of the effective date of the agreement and $100,000 on the sixth anniversary of the effective date of the agreement, except that such payments will no longer be due upon the first sale of a licensed product. Under the assignment, we agreed to make a minimum annual royalty payment in the amount of $200,000 for the first anniversary following the first sale of a licensed product, $400,000 for the second anniversary following the first sale of a licensed product, and $600,000 for the third year following the first sale of a licensed product. License fees expensed related to MD Anderson were $95,000 and $75,000 , respectively, for the year ended December 31, 2017 and 2016. One-time milestone payments are due as follows: 1) Upon commencement of a Phase II study for a licensed product - $200,000 ; 2) Upon commencement of a Phase III study for a licensed product - $250,000 ; 3) Upon filing of a New Drug Application (“NDA”) for a licensed product - $400,000 ; and 4) Upon receipt of market approval for sale of a licensed product - $500,000 . The rights we have obtained pursuant to the assignment of the IntertechBio Agreement are made subject to the rights of the U.S. government to the extent that the technology covered by the licensed intellectual property was developed under a funding agreement between MD Anderson and the U.S. government. Employment Agreements The Company has agreements with four employees to provide certain benefits in the event of termination where the base salary and certain other benefits would aggregate approximately $1.0 million using the rate of compensation in effect at December 31, 2017. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Appointment of Science Advisory Board Member On January 11, 2018, the Company issued to a Science Advisory Board (“SAB”) member 10,000 options with an exercise price of $1.89 with 3 -year annual vesting. $9 million Registered Direct Offering On February 16, 2018, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors for the sale by us of 4,290,000 shares of our common stock, at a purchase price of $2.10 per share. Concurrently with the sale of the common shares, pursuant to the Purchase Agreement, we also sold warrants to purchase 2,145,000 shares of common stock. We sold the common shares and warrants for aggregate gross proceeds of approximately $9.0 million . Subject to certain beneficial ownership limitations, the warrants will be initially exercisable on the six -month anniversary of the issuance date at an exercise price equal to $2.80 per share of common stock, subject to adjustments as provided under the terms of the warrants. The warrants are exercisable for five years from the initial exercise date. The closing of the sales of these securities under the Purchase Agreement occurred on February 21, 2018. The net proceeds from the transactions was approximately $8.27 million after deducting certain fees due to the placement agent and transaction expenses. The net proceeds will be used for planned clinical trials, preclinical programs, for other research and development activities and for general corporate purposes. The common shares were offered and sold by us pursuant to an effective shelf registration statement on Form S-3, which was filed with the SEC on July 24, 2017 and subsequently declared effective on August 21, 2017 (File No. 333-219434), and the base prospectus contained therein. We filed a prospectus supplement with the SEC on February 16, 2018 in connection with the sale of the common shares. The warrants and the shares issuable upon exercise of the warrants were sold without registration under the Securities Act of 1933 in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. We also entered into a placement agent agreement (the “Placement Agency Agreement”) with Roth Capital Partners, LLC (“Roth”), pursuant to which Roth agreed to serve as exclusive placement agent for the issuance and sale of the common shares and warrants. We have agreed to pay Roth an aggregate fee equal to 6.5% of the gross proceeds received by us from the sale of the securities in the transactions. Pursuant to the Placement Agency Agreement, we also agreed to grant to Roth or its designees warrants to purchase up to 3% of the aggregate number of shares of common stock sold in the transactions (the “Roth Warrants”). The Roth Warrants have substantially the same terms as the warrants, except that the Roth Warrants will expire on February 15, 2023. The Roth Warrants and the shares issuable upon exercise of the Roth Warrants will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and in reliance on similar exemptions under applicable state laws. We also reimbursed Roth for its expenses of $75,000 . Subject to the consummation of the offering, we agreed to give Roth a nine -month right of first refusal to act as our lead underwriter or exclusive placement agent for any further capital raising transactions undertaken by the us. With certain exceptions, the we also granted Roth a six -month tail fee equal to the cash and warrant compensation in the offering, if any investor with which Roth had substantive discussions with respect to the offering, provides us with further capital during such six -month period following termination of our engagement of Roth. Lease Agreement On March 22, 2018, we entered into a Lease Agreement (the “Lease”) with IPX Memorial Drive Investors, LLC (the “Landlord”) for the lease of 2,333 rentable square feet “RSF”, which we will use for corporate office space and meetings. The term of the Lease is estimated to begin in May 2018, depending on construction, and continue for an initial term of 66 months , which may be renewed for an additional 5 years . We are required to remit base monthly rent of approximately $4,300 which will increase at an average approximate rate of 3.00% each year. We are also required to pay additional rent in the form of our pro-rata share of certain specified operating expenses of the Landlord. The newly leased space is located in Houston, Texas. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates in Financial Statement Presentation | Use of Estimates in Financial Statement Presentation - The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Acquisition | Acquisition – We acquired Moleculin, LLC (“Moleculin”) on May 2, 2016 , and, going forward our financial statements include the operations of Moleculin, LLC. We account for acquired businesses using the acquisition method of accounting, which requires, among other things, that assets acquired, and liabilities assumed be recognized at their estimated fair values as of the acquisition date and that the fair value of acquired in-process research and development (“IPR&D”) be recorded on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired will be recorded as goodwill. The Company obtained input from third-parties regarding its tangible and intangible assets and other information necessary to measure the fair value of the assets acquired and liabilities assumed in connection with the acquisition of Moleculin, LLC. |
Going Concern | Going Concern - These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary financing to continue operations and the attainment of profitable operations. As of December 31, 2017 , the Company has incurred an accumulated deficit of $14.5 million since inception and had not yet generated any revenue from operations. Additionally, management anticipates that its cash on hand as of December 31, 2017 plus the additional cash generated from its equity offering subsequent to year-end, discussed further within these notes to the financial statements, is sufficient to fund its planned operations into but not beyond the near term. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company may seek additional funding through a combination of equity offerings, debt financings, government or other third-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements and delay planned cash outlays or a combination thereof. Management cannot be certain that such events or a combination thereof can be achieved. |
Cash and Cash Equivalents | Cash and Cash Equivalents - The Company considers all highly liquid accounts with original maturities of three months or less at the date of acquisition to be cash equivalents. Periodically in the ordinary course of business, the Company may carry cash balances at financial institutions in excess of the insured limits of $250,000 . The amount in excess of the applicable insurance coverage at December 31, 2017 was not material. |
Property and equipment | Property and equipment - Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line depreciation method as follows: Leasehold improvement Shorter of estimated useful lives or the term of the lease Computer equipment 2 years* Machinery and equipment 5 years* Furniture and office equipment 7 years* *Property and equipment assets acquired in the merger with Moleculin, LLC are being depreciated over a 2 years useful life due to their age and condition and expected remaining life assessed at merger date. |
Intangible assets | Intangible assets - Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit. If an intangible asset is identified as an in-process research & development asset, then no amortization will occur until the development is complete. If the associated research and development effort is abandoned, the related assets will be written-off and the Company will record a noncash impairment loss on its statements of operations. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. No material impairments of intangible assets have been identified during any of the periods presented. Intangible assets are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments - Our financial instruments consist primarily of account payables, accrued expenses and a warrant liability. The carrying amount of accounts payables and accrued expenses approximates their fair value because of the short-term maturity of such. We have categorized our assets and liabilities that are valued at fair value on a recurring basis into three-level fair value hierarchy in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs as follows: Level 1 – Unadjusted quoted prices in active markets of identical assets or liabilities. Level 2 – Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 – Unobservable inputs for the asset or liability. The Company’s financial assets and liabilities recorded at fair value on a recurring basis include the fair value of our warrant liability discussed in Note 6. The fair value of this warrant liability is included in current liabilities on the accompanying financial statements as of December 31, 2017, as warrants are currently being exercised. |
Beneficial Conversion Feature | Beneficial Conversion Feature - From time to time, the Company may issue convertible notes that have conversion prices that create an embedded beneficial conversion feature on the issuance date. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. The Company estimated the fair value of its common stock on the dates issued. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital, if any. The debt discount is amortized to interest expense over the life of the note using the effective interest method. |
Income Taxes | Income Taxes - The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740-10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. |
Stock-based Compensation | Stock-based Compensation - Stock-based compensation expense includes the estimated fair value of equity awards vested during the reporting period. The expense for equity awards vested during the reporting period is determined based upon the grant date fair value of the award and is recognized as expense over the applicable vesting period of the stock award using the straight-line method. |
Loss Per Common Share | Loss Per Common Share - Basic net loss per common share are computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. |
Reclassifications | Reclassifications - A reclassification was made to the December 31, 2016 financial statements to conform to the 2017 presentation. Such reclassification did not affect net loss as previously reported. Historically, "accrued expenses and current liabilities" were included in the line item "accounts payable and accrued expenses". Management believes that these costs are best shown as a separate line item and, as such, a reclassification was made to the balance sheet for the year ended December 31, 2016 by reducing "Accounts payable" and creating a new line item "Accrued expenses and current liabilities." |
Research and Development Costs | Research and Development Costs - Research and development costs are expensed as incurred. |
Subsequent Events | Subsequent Events - The Company’s management reviewed all material events through the date these financial statements were issued for subsequent event disclosure consideration and has noted such events as described in Note 10. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standard Update ("ASU") 2014-9, Revenue from Contracts with Customers (Topic 606), which will replace numerous requirements in U.S. GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB approved a proposal to defer the effective date of the guidance until annual and interim reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact that this standard will have on its financial statements at the time the Company starts to generate revenue or enters into other contractual arrangements, which the Company does not expect in the near term. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under the new guidance, management will be required to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The provisions of this ASU are effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter; early adoption is permitted. This disclosure is effective within these financial statements for the year ended December 31, 2017. See also policy note disclosure mentioned above on Going Concern. On November 20, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2015-17, "Balance Sheet Classification of Deferred Taxes", requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on the balance sheet. The classification change for all deferred taxes as non-current simplifies entities’ processes as it eliminates the need to separately identify the net current and net non-current deferred tax asset or liability in each jurisdiction and allocate valuation allowances. The adoption of this standard in 2016, did not have a significant impact on the Company’s financial statements. In January 2016, the FASB issued ASU No. 2016-1, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-1”). ASU 2016-1 affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. ASU 2016-1 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact that this standard will have on its financial statements. The Company does not believe that the adoption of this pronouncement will have a material impact on the Company's financial statements. In February 2016, the FASB issued ASU No. 2016-2, Leases (Topic 842) (“ASU 2016-2”). Under ASU 2016-2, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-2 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-2 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact that this standard will have on its financial statements. In March 2016, the FASB issued ASU 2016-9, Compensation-Stock Compensation (Topic 718): Improvements to Employee-Share-Based Accounting". The new guidance changes the accounting and simplifies various aspects of the accounting for share-based payments to employees. The guidance allows for a policy election to account for forfeitures as they occur or based on an estimated number of awards that are expected to vest. MBI assumes no forfeiture since it has limited history. ASU 2016-9 is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The adoption of this standard on January 1, 2017, did not have a significant impact on the Company’s financial statements. In August 2016, the FASB issued ASU, Statement of Cash Flows (Topic 230). This ASU applies to all entities that are required to present a statement of cash flows under Topic 230. The amendments provide guidance on eight specific cash flow issues and includes clarification on how these items should be classified in the statement of cash flows and is designed to help eliminate diversity in practice as to where items are classified in the cash flow statement. Furthermore, in November 2016, the FASB issued additional guidance on this Topic that requires amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with earlier application permitted for all entities. We plan to adopt the provisions of this ASU for our fiscal year beginning January 1, 2018 and are currently evaluating the impact the adoption of this new accounting standard will have on our financial statements. In January 2017, the FASB issued ASU 2017-01 "Business Combinations (Topic 805)," which provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments in this update also narrow the definition of the term "output" so that the term is consistent with how outputs are described in Topic 606. Public business entities are required to apply the amendments in this update to annual periods beginning after December 15, 2017, including interim periods within those periods. Early application is permitted. The Company will evaluate the effect of the update at the time of any future acquisition or disposal. In May 2017, the FASB issued ASU 2017-09 "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting." This update clarifies the existing definition of the term "modification," which is currently defined as "a change in any of the terms or conditions of a share-based payment award." The update requires entities to account for modifications of share-based payment awards unless the (1) fair value, (2) vesting conditions and (3) classification as an equity instrument or a liability instrument of the modified award are the same as of the original award before modification. Public business entities are required to adopt the amendments in this update for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. The Company will adopt the update when it becomes effective. The Company is in the process of determining the impact, if any, this adoption will have on its financial statements. The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Property Plant And Equipment Useful life | Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line depreciation method as follows: Leasehold improvement Shorter of estimated useful lives or the term of the lease Computer equipment 2 years* Machinery and equipment 5 years* Furniture and office equipment 7 years* *Property and equipment assets acquired in the merger with Moleculin, LLC are being depreciated over a 2 years useful life due to their age and condition and expected remaining life assessed at merger date. |
Fair Value Measurements, Recurring and Nonrecurring | The following table provides the financial assets and liabilities reported at fair value and measured on a recurring basis at December 31, 2017 (in thousands): Description Liabilities Measured at Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Fair value of warrant liability: 2017 $ 503 $ — $ — $ 503 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the year ended December 31, 2017 (in thousands): Warrant Liability – Current Warrant Liability – Long-Term Warrant Liability – Total Balance, beginning of period December 31, 2016 $ — $ — $ — Issuances of warrants 2,453 1,690 4,143 Reclass of liability from long-term to current 1,846 (1,846 ) — Change in fair value - net 2,643 (95 ) 2,548 Transfers in and out (exercise of warrants) (5,201 ) 251 (4,950 ) Expiration of warrants (1,238 ) — (1,238 ) Balance, December 31, 2017 $ 503 $ — $ 503 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The acquisition price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values and the information available to management. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash $ — Property and equipment 8 Intangibles 11,148 Total assets acquired $ 11,156 Liability assumed (HPI) (3,874 ) Other liabilities assumed, including $470 of notes payable (1,224 ) Net assets acquired/total consideration transferred $ 6,057 |
Schedule of Intangible Assets | Intangible assets consisted of the following at December 31, 2017 and December 31, 2016 (in thousands): December 31, 2017 December 31, 2016 Intangibles acquired from Moleculin, LLC $ 11,148 $ 11,148 |
Schedule of Pro Forma Results of Operations | This information has been compiled from historical financial statements and is not necessarily indicative of the results that actually would have been achieved had the transaction already occurred or that may be achieved in the future (amounts in thousands except share data). Pro Forma For the Year Ended December 31, 2016 Total operating expenses $ 3,979 Net loss $ (3,963 ) Net loss per common share – basic and diluted $ 0.42 Weighted average outstanding common shares – basic and diluted 9,401,028 |
Accrued Expenses and other ac21
Accrued Expenses and other accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following components (in thousands): December 31, 2017 2016 Accrued payroll $ 250 $ 84 Accrued clinical testing 320 238 Accrued license fees and SRA 260 157 Accrued legal and professional fees 50 66 Accrued board expenses — 91 Accrued other 22 14 Total accrued expenses and other liabilities $ 902 $ 650 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Debt | The table below represents the shares that are convertible at December 31, 2017 relating to the principal amounts of these convertible notes payable and excludes any shares that are convertible relating to the associated accrued interest: (Amounts and shares in whole values) Issuance Date December 31, 2017 December 31, 2016 (c) Conversion Rate Shares Convertible at December 31, 2016 August 31, 2015(a) $ — $ 38,299 $ 0.1299 294,832 September 3, 2015 — 125,000 0.1299 962,279 October 6, 2015(a)(b) — 30,280 0.20 151,402 January 19, 2016 — 82,500 0.20 412,500 Total $ — $ 276,079 1,821,013 (a) Debt partially converted on May 31, 2016 and on August 19, 2016. (b) Debt partially converted on September 1, 2016. (c) Excluded from the $276,079 is $20,333 in accrued interest on the convertible notes payable which is included in the accompanying balance sheet. |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Assumptions Used | The assumptions used in the BSM and MCM models for the Warrants are as follows: Year Ended December 31, 2017 2016 Risk-free interest rate 1.68%-1.86% —% Volatility 80.00%-160.11% —% Expected life (years) 0.5-5.0 — Dividend yield -% —% The fair value of the option grants has been estimated, with the following weighted-average assumptions: Year Ended December 31, 2017 2016 Risk-free interest rate 1.83 % to 1.95% 1.3% Volatility 80% 70.18 % to 70.44% Expected life (years) 5.0 to 6.25 6 to 6.25 Expected dividend yield —% —% |
Schedule of Warrant Activity | A summary of our Warrant activity and related information follows: Description Number of Shares Under Warrant Range of Warrant Price per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at January 1, 2017 — — — — Granted 8,235,923 $1.35-$1.50 $ 1.43 — Exercised (2,728,434 ) — $ 1.46 — Expired (5,087,717 ) — $ 1.40 — Balance at December 31, 2017 419,772 — $ 1.46 4.38 Vested and Exercisable at December 31, 2017 419,772 $1.35-$1.50 $ 1.46 4.38 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Summary of Option Activities | The following is a summary of option activities for the years ended December 31, 2016 and 2017: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding, December 31, 2015 200,000 $ 0.14 $ 0.20 Granted - 2016 460,000 3.75 5.83 Cancelled - 2016 (150,000 ) 0.14 0.20 Outstanding, December 31, 2016 510,000 $ 3.40 $ 5.28 9.29 $ 275,500 Granted - 2017 835,000 $ 1.59 $ 2.42 Cancelled - 2017 — Outstanding, December 31, 2017 1,345,000 $ 1.93 $ 3.50 9.07 $ 83,000 Exercisable, December 31, 2017 50,000 $ 0.13 $ 0.20 2.42 $ 83,000 |
Schedule of Assumptions Used | The assumptions used in the BSM and MCM models for the Warrants are as follows: Year Ended December 31, 2017 2016 Risk-free interest rate 1.68%-1.86% —% Volatility 80.00%-160.11% —% Expected life (years) 0.5-5.0 — Dividend yield -% —% The fair value of the option grants has been estimated, with the following weighted-average assumptions: Year Ended December 31, 2017 2016 Risk-free interest rate 1.83 % to 1.95% 1.3% Volatility 80% 70.18 % to 70.44% Expected life (years) 5.0 to 6.25 6 to 6.25 Expected dividend yield —% —% |
Components of Share-Based Compensation | Stock-based compensation expense for the years ended December 31, 2017 and 2016, are as follows (in thousands): Year Ended December 31, 2017 2016 General and administrative $ 684 $ 321 Research and development 23 3 Total $ 707 $ 324 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes consists of the following components (in thousands): December 31, 2017 December 31, 2016 Current Expense (Benefit): Federal $ — $ — State — — Current Income Tax Expense $ — $ — Deferred Expense (Benefit): Federal $ — $ — State — — Deferred Income Tax Expense $ — $ — Net Deferred Taxes $ — $ — |
Summary of Valuation Allowance | The following summarizes activity related to the Company’s valuation allowance (in thousands): December 31, 2017 December 31, 2016 Valuation Allowance at Beginning of Period $ 1,397 $ 155 Income Tax Benefit 1,164 1,242 Release of Valuation Allowance — — Valuation Allowance at End of Period $ 2,561 $ 1,397 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows (in thousands): December 31, 2017 December 31, 2016 (amounts in thousands) Amount Percent Amount Percent Federal Tax Benefit at Statutory Rate $ 3,334 34.00 % $ 1,335 34.00 % State Tax Benefit Net of Federal (117 ) (1.20 )% 137 3.48 % IPO Costs (76 ) (0.77 )% (227 ) (5.78 )% Stock Warrant Costs (395 ) (4.03 )% — — % Other Permanent Differences (9 ) (0.09 )% (3 ) (0.08 )% Change in Deferred Tax Rate due to Tax Reform (1,562 ) (15.93 )% — — % Other (11 ) (0.11 )% — — % Increase in Valuation Allowance (1,164 ) (11.87 )% (1,242 ) (31.62 )% Total Tax (Expense) / Benefit $ — — % $ — — % |
Schedule of Deferred Tax Assets and Liabilities | The principal components of the Company’s deferred tax assets and liabilities consist of the following at December 31, 2017 and 2016 (in thousands): December 31, 2017 December 31, 2016 Deferred Tax Assets: Start Up Costs $ 1,105 $ 735 Federal Net Operating Loss Carryforwards 1,275 520 State Tax Loss Carryforwards 9 50 Deferred Compensation 176 96 Total Deferred Tax Assets $ 2,565 $ 1,401 Less Valuation Allowance (2,561 ) (1,397 ) Net Deferred Tax Assets $ 4 $ 4 Deferred Tax Liabilities: Fixed Assets (4 ) (4 ) Total Deferred Tax Liabilities $ (4 ) $ (4 ) Net Deferred Taxes $ — $ — |
Nature of Business and Liquid26
Nature of Business and Liquidity (Details) | 12 Months Ended |
Dec. 31, 2017projecttechnologysegment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of drug technologies | technology | 3 |
Number of other drug development projects | project | 2 |
Number of operating segments | segment | 1 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Accumulated deficit | $ 14,480,000 | $ 4,675,000 |
Cash, amount FDIC insured | $ 250,000 | |
Moleculin LLC | ||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment assets acquired, useful life | 2 years | |
Computer Equipment | ||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment assets acquired, useful life | 2 years | |
Machinery and Equipment | ||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment assets acquired, useful life | 5 years | |
Furniture and Fixtures | ||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment assets acquired, useful life | 7 years | |
Warrant | ||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Antidilutive shares excluded from computation of earnings per share (in shares) | 677,576 | 107,802 |
Employee Stock Option | ||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Antidilutive shares excluded from computation of earnings per share (in shares) | 1,345,000 | 510,000 |
Convertible Debt | ||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Antidilutive shares excluded from computation of earnings per share (in shares) | 1,821,013 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Fair Value of Warrant Liability (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of warrant liability | $ 503 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of warrant liability | 0 |
Significant Other Observable Inputs (Level 2) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of warrant liability | 0 |
Significant Other Unobservable Inputs (Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of warrant liability | $ 503 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Fair Value Measurements (Details) - Significant Other Unobservable Inputs (Level 3) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Warrant Liability – Current | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 0 |
Issuances of warrants | 2,453 |
Reclass of liability from long-term to current | 1,846 |
Change in fair value - net | 2,643 |
Transfer in and out (exercise of warrants) | (5,201) |
Expiration of warrants | (1,238) |
Ending balance | 503 |
Warrant Liability – Long-Term | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 0 |
Issuances of warrants | 1,690 |
Reclass of liability from long-term to current | (1,846) |
Change in fair value - net | (95) |
Transfer in and out (exercise of warrants) | 251 |
Expiration of warrants | 0 |
Ending balance | 0 |
Warrant Liability – Total | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 0 |
Issuances of warrants | 4,143 |
Reclass of liability from long-term to current | 0 |
Change in fair value - net | 2,548 |
Transfer in and out (exercise of warrants) | (4,950) |
Expiration of warrants | (1,238) |
Ending balance | $ 503 |
Intangible Assets - Narrative
Intangible Assets - Narrative (Details) | May 02, 2016USD ($)agreement$ / sharesshares | Jul. 31, 2016USD ($)$ / sharesshares | May 02, 2016USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / shares |
Indefinite-lived Intangible Assets [Line Items] | |||||
Indemnification period granted to former officers (in years) | 6 years | ||||
Shares of common stock issued | shares | 234,297 | ||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 1.35 | $ 3 | |||
Licensing agreement term | 3 years | ||||
HPI option termination price | $ 1,000,000 | $ 1,000,000 | |||
Houston Pharmaceuticals, Inc | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Price per share of common stock issued (in dollars per share) | $ / shares | $ 6 | ||||
Accrued license agreement payment | $ 100,000 | ||||
Shares of common stock issued | shares | 629,000 | ||||
HPI option termination price | $ 3,874,000 | $ 3,874,000 | |||
Moleculin LLC | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Price per share of common stock issued (in dollars per share) | $ / shares | $ 6 | $ 6 | |||
Loan to Moleculin | $ 57,822 | $ 57,822 | |||
Royalty on net revenues (as a percent) | 2.50% | 2.50% | |||
Number of agreements with HPI | agreement | 2 | ||||
Moleculin LLC | Acquisition Date One | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Amortization of debt issuance costs and discounts excluded from pro forma | $ 145,078 | ||||
Moleculin LLC | License Agreement | Houston Pharmaceuticals, Inc | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Accrued license agreement payment | $ 100,000 | $ 100,000 | |||
Shares of common stock issued | shares | 629,000 | ||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 6 | $ 6 | |||
Payments to acquire intangible assets | 300,000 | ||||
Moleculin LLC | Out-Lincense Agreement | Houston Pharmaceuticals, Inc | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Licensing arrangements consideration payable | $ 750,000 | $ 750,000 | 750,000 | ||
Licensing agreement term | 3 years | ||||
Payments to acquire intangible assets | 1,000,000 | ||||
Licensing arrangements reserve | $ 1,000,000 | ||||
Common Stock | Moleculin LLC | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Business acquisition, equity interest issued (in shares) | shares | 999,931 | ||||
Business acquisition, value of equity interest issued | $ 5,999,586 | $ 5,999,586 |
Intangible Assets - Summary of
Intangible Assets - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Dec. 31, 2017 | Jul. 31, 2016 | May 02, 2016 |
Business Combination Segment Allocation [Line Items] | |||
Liability assumed (HPI) | $ (1,000,000) | ||
Houston Pharmaceuticals, Inc | |||
Business Combination Segment Allocation [Line Items] | |||
Liability assumed (HPI) | $ (3,874,000) | $ (3,874,000) | |
Moleculin LLC | |||
Business Combination Segment Allocation [Line Items] | |||
Cash | 0 | ||
Property and equipment | 8,000 | ||
Intangibles | 11,148,000 | ||
Total assets acquired | 11,156,000 | ||
Other liabilities assumed, including $470 of notes payable | (1,224,000) | ||
Net assets acquired/total consideration transferred | 6,057,000 | ||
Other liabilities assumed, notes payable | $ 470,000 |
Intangible Assets - Schedule o
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Intangible Assets | ||
Business Combination Segment Allocation [Line Items] | ||
Intangibles acquired from Moleculin, LLC | $ 11,148 | $ 11,148 |
Intangible Assets - Schedule33
Intangible Assets - Schedule of Pro Forma Results of Operations (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Total operating expenses | $ 3,979 |
Net loss | $ (3,963) |
Net loss per common share - basic and diluted (in dollars per share) | $ / shares | $ 0.42 |
Weighted average outstanding common shares - basic and diluted (in shares) | shares | 9,401,028 |
Accrued Expenses and other ac34
Accrued Expenses and other accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 250 | $ 84 |
Accrued clinical testing | 320 | 238 |
Accrued license fees and SRA | 260 | 157 |
Accrued legal and professional fees | 50 | 66 |
Accrued board expenses | 0 | 91 |
Accrued other | 22 | 14 |
Total accrued expenses and other liabilities | $ 902 | $ 650 |
Convertible Notes Payable - Na
Convertible Notes Payable - Narrative (Details) | May 31, 2016USD ($)shares | Mar. 10, 2016noteinvestor | Dec. 31, 2016USD ($)shares | Dec. 31, 2017$ / shares | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||||
Number of unsecured promissory notes entered into | note | 7 | ||||
Number of separate third party investors | investor | 3 | ||||
Share issued to settle accounts payable | shares | 1,166,503 | 910,095 | |||
Reduction in convertible debt principle | $ | $ 183,356 | $ 155,565 | |||
Accrued interest | $ | $ 17,699 | $ 7,172 | 7,172 | ||
IPO | |||||
Debt Instrument [Line Items] | |||||
Ownership percentage, maximum | 4.99% | 4.99% | |||
Unsecured Promissory Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate on note (annual) | 8.00% | ||||
Convertible Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Accrued interest | $ | $ 20,333 | $ 20,333 | |||
Convertible Notes Payable | Restriction A | |||||
Debt Instrument [Line Items] | |||||
Number of shares underlying note available to sell on monthly basis | 1.00% | ||||
Maximum daily volume of trading activity (as a percent) | 4.00% | ||||
Convertible Notes Payable | Restriction B | |||||
Debt Instrument [Line Items] | |||||
Number of shares underlying note available to sell on monthly basis | 3.00% | ||||
Maximum daily volume of trading activity (as a percent) | 4.00% | ||||
Price per common share of common stock (in dollars per share) | $ 7 | ||||
Number of consecutive trading days price per share is above threshold | 5 days | ||||
Convertible Notes Payable | Restriction C | |||||
Debt Instrument [Line Items] | |||||
Maximum daily volume of trading activity (as a percent) | 7.00% | ||||
Price per common share of common stock (in dollars per share) | $ 10 | ||||
Number of consecutive trading days price per share is above threshold | 5 days | ||||
Additional number of shares underlying note available to sell on monthly basis (as a percent) | 5.00% | ||||
Convertible Notes Payable | Restriction D | |||||
Debt Instrument [Line Items] | |||||
Price per common share of common stock (in dollars per share) | $ 14 | ||||
Convertible Notes Payable | Restriction E | |||||
Debt Instrument [Line Items] | |||||
Number of days after initial closing of IPO | 2 years | ||||
Maximum daily volume of trading activity (as a percent) | 10.00% | ||||
Price per common share of common stock (in dollars per share) | $ 10 | ||||
Convertible Notes Payable | Minimum | Restriction A | |||||
Debt Instrument [Line Items] | |||||
Number of days after initial closing of IPO | 90 days | ||||
Convertible Notes Payable | Maximum | Restriction A | |||||
Debt Instrument [Line Items] | |||||
Number of days after initial closing of IPO | 1 year |
Convertible Notes Payable - Sc
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2017 | May 31, 2016 | |
Debt Instrument [Line Items] | |||
Convertible notes payable | $ 296,000 | $ 0 | |
Accrued interest | 7,172 | $ 17,699 | |
Convertible Notes Payable | |||
Debt Instrument [Line Items] | |||
Convertible notes payable | $ 276,079 | 0 | |
Convertible number of common shares | 1,821,013 | ||
Accrued interest | $ 20,333 | ||
Shares issued August 31, 2015 | Issue Date August 31 2015 | |||
Debt Instrument [Line Items] | |||
Convertible notes payable | $ 38,299 | $ 0 | |
Conversion Rate | $ 0.1299 | ||
Convertible number of common shares | 294,832 | ||
Shares issued September 3, 2015 | Issue Date September 03, 2015 | |||
Debt Instrument [Line Items] | |||
Convertible notes payable | $ 125,000 | $ 0 | |
Conversion Rate | $ 0.1299 | ||
Convertible number of common shares | 962,279 | ||
Shares issued October 6, 2015 | Issue Date October 06, 2015 One | |||
Debt Instrument [Line Items] | |||
Convertible notes payable | $ 30,280 | $ 0 | |
Conversion Rate | $ 0.20 | ||
Convertible number of common shares | 151,402 | ||
Shares issued January 19, 2016 | Issue Date January 19, 2016 | |||
Debt Instrument [Line Items] | |||
Convertible notes payable | $ 82,500 | $ 0 | |
Conversion Rate | $ 0.20 | ||
Convertible number of common shares | 412,500 |
Warrant Liability - Narrative
Warrant Liability - Narrative (Details) - USD ($) | May 15, 2017 | Feb. 14, 2017 | Feb. 09, 2017 | May 02, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for cash, IPO | 3,710,000 | ||||||
Shares issued, price per share (in dollars per share) | $ 1.35 | $ 3 | |||||
Warrants, exercise price (in dollars per share) | $ 7.50 | ||||||
Additional shares available for purchase | 835,000 | 460,000 | |||||
Class of warrants aggregate amounts (in shares) | 107,802 | ||||||
Proceeds from issuance, IPO | $ 6,071,000 | $ 9,170,000 | |||||
Series C warrants vested (in shares) | 234,297 | ||||||
Change in fair value of warrant liability | $ 1,240,000 | $ 2,548,000 | $ 0 | ||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued, price per share (in dollars per share) | $ 1.35 | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued, price per share (in dollars per share) | $ 1.50 | ||||||
Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for cash, IPO | 1,540,026 | ||||||
Common stock offered for each warrant (in shares) | 1 | ||||||
Warrant | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants granted | 8,235,923 | 8,235,923 | |||||
Number of shares under warrant, exercised | 2,728,434 | ||||||
Series A Warrant | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant term | 5 years | ||||||
Class of warrants aggregate amounts (in shares) | 278,250 | ||||||
Number of shares under warrant, exercised | 1,833,984 | ||||||
Series A Warrant | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock offered for each warrant (in shares) | 0.50 | ||||||
Series B Warrant | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant term | 90 days | ||||||
Warrants, exercise price (in dollars per share) | $ 1.35 | ||||||
Class of warrants aggregate amounts (in shares) | 556,500 | ||||||
Number of shares under warrant, exercised | 596,300 | ||||||
Expired Series B and Series C warrants (in shares) | 5,087,717 | ||||||
Series B Warrant | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock offered for each warrant (in shares) | 1 | ||||||
Series C Warrant | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant term | 5 years | ||||||
Class of warrants aggregate amounts (in shares) | 278,250 | ||||||
Number of shares under warrant, exercised | 298,150 | ||||||
Series C warrants vested (in shares) | 298,150 | ||||||
Series C Warrant | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock offered for each warrant (in shares) | 0.50 | ||||||
Series A and Series C Warrants | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants, exercise price (in dollars per share) | $ 1.50 | ||||||
Underwriting Agreement | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants, exercise price (in dollars per share) | $ 0.001 | ||||||
Additional shares available for purchase | 556,500 | ||||||
Price per share of common stock issued (in dollars per share) | $ 1.349 | ||||||
Warrants exercised | $ 278,100 | ||||||
Proceeds from issuance, IPO | $ 4,500,000 |
Warrant Liability - Schedule o
Warrant Liability - Schedule of Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate (as a percent) | 1.30% | |
Volatility (as a percent) | 80.00% | |
Dividend yield (as a percent) | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate (as a percent) | 1.83% | |
Volatility (as a percent) | 70.18% | |
Expected life (in years) | 5 years | 6 years |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate (as a percent) | 1.95% | |
Volatility (as a percent) | 70.44% | |
Expected life (in years) | 6 years 3 months | 6 years 3 months |
Warrant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate (as a percent) | 0.00% | |
Volatility (as a percent) | 0.00% | |
Dividend yield (as a percent) | 0.00% | 0.00% |
Warrant | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate (as a percent) | 1.68% | |
Volatility (as a percent) | 80.00% | |
Expected life (in years) | 6 months | |
Warrant | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate (as a percent) | 1.86% | |
Volatility (as a percent) | 160.11% | |
Expected life (in years) | 5 years |
Warrant Liability - Schedule39
Warrant Liability - Schedule of Warrant Activity (Details) - Warrant - $ / shares | Feb. 14, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Number of Shares Under Warrant | |||
Beginning balance (in shares) | 0 | ||
Granted (in shares) | 8,235,923 | 8,235,923 | |
Exercised (in shares) | (2,728,434) | ||
Expired (in shares) | (5,087,717) | ||
Ending balance (in shares) | 419,772 | 0 | |
Number of shares under warrant, vested and exercisable at December 31, 2017 | 419,772 | ||
Weighted Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 0 | ||
Granted (in dollars per share) | 1.43 | ||
Exercised (in dollars per share) | 1.46 | ||
Expired (in dollars per share) | 1.40 | ||
Ending balance (in dollars per share) | 1.46 | $ 0 | |
Weighted Average Exercise Price, vested and exercisable (in dollars per share) | $ 1.46 | ||
Weighted Average Remaining Contractual Life (Years) | |||
Balance | 4 years 4 months 17 days | 0 years | |
Granted | 0 years | ||
Exercised | 0 years | ||
Expired | 0 years | ||
Vested and Exercisable | 4 years 4 months 17 days | ||
Minimum | |||
Number of Shares Under Warrant | |||
Range of warrant price per share, granted (in dollars per share) | $ 1.35 | ||
Range of warrant price per share, vested and exercisable at December 31, 2017 (in dollars per share) | 1.35 | ||
Maximum | |||
Number of Shares Under Warrant | |||
Range of warrant price per share, granted (in dollars per share) | 1.50 | ||
Range of warrant price per share, vested and exercisable at December 31, 2017 (in dollars per share) | $ 1.50 |
Equity - Narrative (Details)
Equity - Narrative (Details) | Sep. 15, 2017USD ($) | Jul. 29, 2017warrant$ / sharesshares | Feb. 21, 2017USD ($) | Jun. 20, 2016USD ($)shares | May 31, 2016USD ($)$ / sharesshares | Feb. 28, 2017USD ($)$ / sharesshares | Jan. 31, 2017shares | Oct. 31, 2016shares | May 02, 2016USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Feb. 09, 2017$ / shares | Apr. 22, 2016shares |
Class of Stock [Line Items] | |||||||||||||
Shares authorized | 80,000,000 | ||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | ||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 1.35 | $ 3 | |||||||||||
Proceeds from issuance, IPO | $ | $ 6,071,000 | $ 9,170,000 | |||||||||||
Shares of common stock issued | 234,297 | ||||||||||||
Warrants to purchase common stock | 107,802 | ||||||||||||
Warrants exercisable period | 5 years | ||||||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 7.50 | ||||||||||||
Volatility (as a percent) | 80.00% | ||||||||||||
Value of cash subscriptions to be received | $ | $ 702,894 | ||||||||||||
Aggregate fair value of options granted | $ | $ 1,400,000 | ||||||||||||
Unrecognized compensation cost, net of estimated forfeitures | $ | $ 2,500,000 | ||||||||||||
Compensation cost recognized, weighted average period (in years) | 8 years 8 months 12 days | ||||||||||||
Aggregate fair value of options | $ | $ 3,100,000 | $ 1,800,000 | |||||||||||
Options exercised | 0 | 0 | |||||||||||
Number of shares cancelled | 0 | 150,000 | |||||||||||
Maximum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 1.50 | ||||||||||||
Expected life (in years) | 6 years 3 months | 6 years 3 months | |||||||||||
Volatility (as a percent) | 70.44% | ||||||||||||
Minimum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 1.35 | ||||||||||||
Expected life (in years) | 5 years | 6 years | |||||||||||
Volatility (as a percent) | 70.18% | ||||||||||||
PCG Advisory Group | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares of common stock issued | 24,000 | ||||||||||||
Value of cash subscriptions to be received | $ | $ 157,680 | ||||||||||||
Warrant | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Fair value of warrants | $ | $ 374,763 | ||||||||||||
Discount rate | 1.39% | ||||||||||||
Expected life (in years) | 5 years | ||||||||||||
Volatility (as a percent) | 80.61% | ||||||||||||
Expected dividends | $ | $ 0 | ||||||||||||
GSK Consulting Agreement Warrant One | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants to purchase common stock | 100,000 | ||||||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 2.41 | ||||||||||||
Number of warrants issued | warrant | 2 | ||||||||||||
GSK Consulting Agreement Warrant Two | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants to purchase common stock | 50,000 | ||||||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 3 | ||||||||||||
The Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Agreement period | 12 months | ||||||||||||
Warrant vesting period (in months) | 12 months | ||||||||||||
Expiration period of warrants | 5 years | ||||||||||||
Stock compensation expense for non-employee consulting agreement | $ | $ 104,000 | ||||||||||||
IPO | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of units issued | 3,710,000 | ||||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 6 | $ 1.35 | |||||||||||
Proceeds from issuance, IPO | $ | $ 8,464,183 | $ 4,500,000 | |||||||||||
Shares of common stock issued | 1,540,026 | ||||||||||||
At Market Issuance Sales Agreement | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Commission payment to agents (as a percent) | 3.00% | ||||||||||||
Proceeds from issuance of common stock | $ | $ 1,600,000 | ||||||||||||
2015 Stock Plan | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Total number of underlying shares under 2015 Stock Plan | 2,500,000 | ||||||||||||
Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares of common stock issued for services | 79,167 | 24,000 | |||||||||||
Common Stock | At Market Issuance Sales Agreement | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares of common stock sold | 776,016 | ||||||||||||
Common Stock | At Market Issuance Sales Agreement | Maximum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 2.71 | ||||||||||||
Common Stock | At Market Issuance Sales Agreement | Minimum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 2.05 | ||||||||||||
Common Stock | Chief Financial Officer | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares cancelled | 150,000 | ||||||||||||
Number of remaining options accelerated for vesting | 50,000 | ||||||||||||
Common Stock | Roth Capital Partners, LLC and National Securities Corporation | At Market Issuance Sales Agreement | Maximum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Aggregate price of shares issued | $ | $ 13,000,000 | ||||||||||||
Former Science Advisory Board | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares of common stock issued for services | 79,167 | ||||||||||||
Gain on settlement of liability | $ | $ 150,000 | ||||||||||||
Obligation recorded from settlement of liability | $ | $ 240,000 |
Equity - Summary of Option Act
Equity - Summary of Option Activities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of shares outstanding, beginning balance | 510,000 | 200,000 |
Number of shares, granted | 835,000 | 460,000 |
Number of shares cancelled | 0 | (150,000) |
Number of shares outstanding, ending balance | 1,345,000 | 510,000 |
Number of shares exercisable, end of period | 50,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted average grant date fair value, outstanding, beginning of period (in dollars per share) | $ 3.40 | $ 0.14 |
Weighted average grant date fair value, granted (in dollars per share) | 1.59 | 3.75 |
Weighted average grant date fair value, cancelled (in dollars per share) | 0.14 | |
Weighted average grant date fair value, outstanding, end of period (in dollars per share) | 1.93 | 3.40 |
Weighted average grant date fair value, exercisable (in dollars per share) | 0.13 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price, outstanding, beginning of period (in dollars per share) | 5.28 | 0.20 |
Weighted average exercise price, granted (in dollars per share) | 2.42 | 5.83 |
Weighted average exercise price, cancelled (in dollars per share) | 0.20 | |
Weighted average exercise price, outstanding, end of period (in dollars per share) | 3.50 | $ 5.28 |
Weighted average exercise price, exercisable (in dollars per share) | $ 0.20 | |
Weighted average remaining contractual term outstanding (in years) | 9 years 26 days | 9 years 3 months 15 days |
Weighted average remaining contractual term exercisable (in years) | 2 years 5 months 1 day | |
Aggregate intrinsic value, outstanding balance | $ 83,000 | $ 275,500 |
Aggregate intrinsic value, exercisable | $ 83,000 |
Equity - Schedule of Assumptio
Equity - Schedule of Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | ||
Risk-free interest rate (as a percent) | 1.30% | |
Volatility (as a percent) | 80.00% | |
Expected dividend yield (as a percent) | 0.00% | 0.00% |
Minimum | ||
Class of Warrant or Right [Line Items] | ||
Risk-free interest rate (as a percent) | 1.83% | |
Volatility (as a percent) | 70.18% | |
Expected life (in years) | 5 years | 6 years |
Maximum | ||
Class of Warrant or Right [Line Items] | ||
Risk-free interest rate (as a percent) | 1.95% | |
Volatility (as a percent) | 70.44% | |
Expected life (in years) | 6 years 3 months | 6 years 3 months |
Equity - Schedule of Stock bas
Equity - Schedule of Stock based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | ||
Stock-based compensation | $ 707 | $ 324 |
General and administrative | ||
Class of Stock [Line Items] | ||
Stock-based compensation | 684 | 321 |
Research and development | ||
Class of Stock [Line Items] | ||
Stock-based compensation | $ 23 | $ 3 |
Income Taxes - Schedule of Com
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current Expense (Benefit): | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Current Income Tax Expense | 0 | 0 |
Deferred Expense (Benefit): | ||
Federal | 0 | 0 |
State | 0 | 0 |
Deferred Income Tax Expense | 0 | 0 |
Total Tax (Expense) / Benefit | $ 0 | $ 0 |
Income Taxes - Summary of Valu
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Valuation Allowance at Beginning of Period | $ 1,397 | $ 155 |
Income Tax Benefit | 1,164 | 1,242 |
Release of Valuation Allowance | 0 | 0 |
Valuation Allowance at End of Period | $ 2,561 | $ 1,397 |
Income Taxes - Schedule of Eff
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Federal Tax Benefit at Statutory Rate | $ 3,334 | $ 1,335 |
State Tax Benefit Net of Federal | (117) | 137 |
IPO Costs | (76) | (227) |
Stock Warrant Costs | (395) | 0 |
Other Permanent Differences | (9) | (3) |
Change in Deferred Tax Rate due to Tax Reform | (1,562) | 0 |
Other | (11) | 0 |
Increase in Valuation Allowance | (1,164) | (1,242) |
Total Tax (Expense) / Benefit | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Federal Tax Benefit at Statutory Rate (percentage) | 34.00% | 34.00% |
State Tax Benefit Net of Federal (percentage) | (1.20%) | 3.48% |
IPO Costs (percentage) | (0.77%) | (5.78%) |
Stock Warrant Costs (percentage) | (4.03%) | (0.00%) |
Other Permanent Differences (percentage) | (0.09%) | (0.08%) |
Change in Deferred Tax Rate (percentage) | (15.93%) | (0.00%) |
Other (percentage) | (0.11%) | (0.00%) |
Increase in Valuation Allowance (percentage) | (11.87%) | (31.62%) |
Total Tax (Expense) / Benefit (percentage) | (0.00%) | (0.00%) |
Income Taxes - Schedule of Def
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Tax Assets: | |||
Start Up Costs | $ 1,105 | $ 735 | |
Federal Net Operating Loss Carryforwards | 1,275 | 520 | |
State Tax Loss Carryforwards | 9 | 50 | |
Deferred Compensation | 176 | 96 | |
Total Deferred Tax Assets | 2,565 | 1,401 | |
Less Valuation Allowance | (2,561) | (1,397) | $ (155) |
Net Deferred Tax Assets | 4 | 4 | |
Deferred Tax Liabilities, Net [Abstract] | |||
Fixed Assets | (4) | (4) | |
Total Deferred Tax Liabilities | (4) | (4) | |
Net Deferred Taxes | $ 0 | $ 0 |
Income Taxes - Narrative (Deta
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||||
Deferred tax expense | $ 1,562,000 | $ 0 | ||
Operating loss carryforwards | $ 6,070,000 | 6,070,000 | ||
Deferred tax assets, valuation allowance | 2,561,000 | 2,561,000 | 1,397,000 | $ 155,000 |
Interest and penalties accrued | 0 | 0 | $ 0 | |
Tax Act, income tax expense | 0 | |||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 5,810,000 | 5,810,000 | ||
Federal, State and Foreign Jurisdictions | ||||
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized tax benefits | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 04, 2017USD ($) | Jun. 29, 2017USD ($) | Jan. 09, 2017USD ($) | May 02, 2016USD ($) | Feb. 28, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)employee | Dec. 31, 2016USD ($) | Apr. 30, 2012USD ($) |
Loss Contingencies [Line Items] | |||||||||
Research and development expense | $ 4,545,000 | $ 1,496,000 | |||||||
Payments to HPI over three-year period | $ 750,000 | ||||||||
Buy-out option payment to HPI | $ 1,000,000 | ||||||||
Licensing agreement term | 3 years | ||||||||
Employee agreement, termination benefits, number of employees | employee | 4 | ||||||||
Termination benefits provided to key employees, aggregate amount | $ 1,000,000 | ||||||||
Annamed Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
One-time license documentation fee | $ 40,000 | ||||||||
License agreement, annual maintenance fee | 25,000 | ||||||||
Commencement Of Phase II Study For a Licensed Product | IntertechBio Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Milestone payments liabilities | $ 200,000 | ||||||||
Receipt Of Market Approval For a Licensed Product | Annamed Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Milestone payments liabilities | 225,000 | ||||||||
Receipt Of Market Approval For a Licensed Product | Moleculin Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Milestone payments liabilities | 600,000 | ||||||||
Receipt Of Market Approval For a Licensed Product | IntertechBio Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Milestone payments liabilities | 500,000 | ||||||||
Commencement Of Phase III Study For a Licensed Product | Annamed Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Milestone payments liabilities | 125,000 | ||||||||
Commencement Of Phase III Study For a Licensed Product | Moleculin Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Milestone payments liabilities | 150,000 | ||||||||
Commencement Of Phase III Study For a Licensed Product | IntertechBio Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Milestone payments liabilities | 250,000 | ||||||||
Submission Of First NDA Within United States | Annamed Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Milestone payments liabilities | $ 175,000 | ||||||||
Submission Of First NDA Within United States | Moleculin Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Milestone payments liabilities | 500,000 | ||||||||
Filing Of a New Drug Application For a Licensed Product | IntertechBio Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Milestone payments liabilities | 400,000 | ||||||||
Houston Pharmaceuticals, Inc | |||||||||
Loss Contingencies [Line Items] | |||||||||
License fees | 225,000 | 75,000 | |||||||
MD Anderson | |||||||||
Loss Contingencies [Line Items] | |||||||||
Payments for research and development agreement | $ 346,687 | $ 302,500 | |||||||
Payments for research and development agreement, next twelve months | $ 110,000 | ||||||||
Research and development expense | 291,687 | 33,000 | |||||||
MD Anderson | Annamed Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
License fees | 52,500 | 0 | |||||||
MD Anderson | Moleculin Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
License fees | 85,000 | 77,500 | |||||||
MD Anderson | IntertechBio Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
License fees | $ 95,000 | $ 75,000 | |||||||
MD Anderson | IntertechBio Agreement | Servicing Fee payable | |||||||||
Loss Contingencies [Line Items] | |||||||||
Annual maintenance fee, first anniversary | 10,000 | ||||||||
Annual maintenance fee, second anniversary | 20,000 | ||||||||
Annual maintenance fee, third anniversary | 40,000 | ||||||||
Annual maintenance fee, fourth anniversary | 60,000 | ||||||||
Annual maintenance fee, fifth anniversary | 80,000 | ||||||||
Annual maintenance fee, sixth anniversary | 100,000 | ||||||||
Annual royalty payment, third anniversary following first sale | 600,000 | ||||||||
MD Anderson | IntertechBio Agreement | Minimum Annual Royalty | |||||||||
Loss Contingencies [Line Items] | |||||||||
Annual royalty payment, first anniversary following first sale | 200,000 | ||||||||
Annual royalty payment, second anniversary following first sale | $ 400,000 | ||||||||
MD Anderson | Subsequent Event | |||||||||
Loss Contingencies [Line Items] | |||||||||
Payments for research and development agreement | $ 236,687 | ||||||||
License agreement, annual maintenance fee | $ 10,000 | ||||||||
License agreement, maintenance fee annual increase | 5,000 | ||||||||
Minimum royalty payment per year | 200,000 | ||||||||
License agreement, maintenance fee - maximum payable per year | $ 50,000 | ||||||||
MD Anderson | Subsequent Event | Minimum | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalty on net revenues (as a percent) | 3.00% | ||||||||
MD Anderson | Subsequent Event | Maximum | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalty on net revenues (as a percent) | 5.00% | ||||||||
MD Anderson | Subsequent Event | Commencement Of Phase II Study For a Licensed Product | |||||||||
Loss Contingencies [Line Items] | |||||||||
Additional payments due | $ 150,000 | ||||||||
MD Anderson | Subsequent Event | Submission Of A New Drug Application | |||||||||
Loss Contingencies [Line Items] | |||||||||
Additional payments due | 500,000 | ||||||||
MD Anderson | Subsequent Event | Receipt Of Market Approval For a Licensed Product | |||||||||
Loss Contingencies [Line Items] | |||||||||
Additional payments due | $ 600,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 22, 2018USD ($)ft² | Feb. 16, 2018USD ($)$ / sharesshares | Jan. 11, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares | May 31, 2016$ / sharesshares |
Subsequent Event [Line Items] | ||||||
Number of shares, granted | shares | 835,000 | 460,000 | ||||
Options issued, exercise price (in dollars per share) | $ / shares | $ 2.42 | $ 5.83 | ||||
Warrants to purchase common stock | shares | 107,802 | |||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 7.50 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Gross proceeds received from sale of shares and warrants | $ | $ 9,000,000 | |||||
Exercisable period, subject to beneficial ownership limitations | 6 months | |||||
Warrants exercisable period | 5 years | |||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 2.80 | |||||
Net proceeds from sale of shares and warrants | $ | $ 8,270,000 | |||||
Right of first refusal period (in months) | 9 months | |||||
Tail fee period (in months) | 6 months | |||||
Science Advisory Board Member | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares, granted | shares | 10,000 | |||||
Options issued, exercise price (in dollars per share) | $ / shares | $ 1.89 | |||||
IPX Memorial Drive Investors, LLC | Lease Agreement For Corporate Office Space | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Rentable square feet | ft² | 2,333 | |||||
Lease agreement, initial term | 66 months | |||||
Lease agreement, renewal period (in years) | 5 years | |||||
Base monthly rent | $ | $ 4,300 | |||||
Annual increase in rent expense (as a percent) | 3.00% | |||||
Placement Agency Agreement | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Commission payment to agents (as a percent) | 6.50% | |||||
Warrants granted to purchase common stock, percentage | 3.00% | |||||
Reimbursement of expenses | $ | $ 75,000 | |||||
Common Stock | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Warrants to purchase common stock | shares | 2,145,000 | |||||
Common Stock | Securities Purchase Agreement | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Shares of common stock sold | shares | 4,290,000 | |||||
Price per share of common stock issued (in dollars per share) | $ / shares | $ 2.10 | |||||
Employee Stock Option | Science Advisory Board Member | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Options issued, vesting period (in years) | 3 years |