Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 28, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
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 | MUSTANG BIO, INC. | ||
Entity Central Index Key | 1,680,048 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 0 | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,000,000 | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 26,096,554 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 34,975 | $ 27,499 |
Short-term investments (certificates of deposit) | 26,002 | 0 |
Interest receivable on short-term investments (certificates of deposit) | 106 | 0 |
Prepaid expenses | 278 | 0 |
Total current assets | 61,361 | 27,499 |
Property, plant and equipment, net | 140 | 0 |
Fixed assets - construction in process | 1,241 | 0 |
Restricted cash | 500 | 0 |
Other assets | 251 | 0 |
Total Assets | 63,493 | 27,499 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 3,474 | 683 |
Common shares issuable liability | 0 | 1,682 |
Payables and accrued expenses - related party | 137 | 445 |
Accrued interest - related party | 0 | 413 |
Total Current Liabilities | 3,611 | 3,223 |
Deferred Rent Payable | 50 | 0 |
Total Liabilities | 3,661 | 3,223 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock ($0.0001 par value), 2,000,000 shares authorized, 250,000 shares of Class A preferred stock issued and outstanding as of December 31, 2017 and 2016 | 0 | 0 |
Common Stock, Value, Issued | 3 | 2 |
Common stock issuable, 834,756 and 767,264 shares as of December 31, 2017 and 2016, respectively | 9,558 | 4,396 |
Additional paid-in capital | 98,679 | 36,998 |
Accumulated deficit | (48,408) | (17,120) |
Total Stockholders’ Equity | 59,832 | 24,276 |
Total Liabilities and Stockholders’ Equity | 63,493 | 27,499 |
Common Class A [Member] | ||
Stockholders' Equity | ||
Common Stock, Value, Issued | 0 | 0 |
Total Stockholders’ Equity | $ 0 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 25,236,255 | 15,165,244 |
Common Stock, Shares, Outstanding | 25,236,255 | 15,165,244 |
Common Stock, Shares Subscribed but Unissued | 834,756 | 767,264 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Issued | 250,000 | 250,000 |
Preferred Stock, Shares Outstanding | 250,000 | 250,000 |
Common Class A [Member] | ||
Common Stock, Shares Authorized | 1,000,000 | |
Common Stock, Shares, Issued | 1,000,000 | 1,000,000 |
Common Stock, Shares, Outstanding | 1,000,000 | 1,000,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating expenses: | |||
Research and development | $ 1,707 | $ 7,943 | $ 2,468 |
Research and development - licenses acquired | 2,337 | 12,433 | 6,079 |
General and administrative | 254 | 11,409 | 2,816 |
Total operating expenses | 4,298 | 31,785 | 11,363 |
Loss from operations | (4,298) | (31,785) | (11,363) |
Other income (expense) | |||
Interest income | 0 | 505 | 16 |
Interest expense - related party | (168) | 0 | (253) |
Interest expense | 0 | (8) | (895) |
Change in fair value of derivative liabilities | 0 | 0 | (159) |
Total other income (expense) | (168) | 497 | (1,291) |
Net Loss | $ (4,466) | $ (31,288) | $ (12,654) |
Net loss per common share outstanding, basic and diluted | $ (0.45) | $ (1.24) | $ (1.15) |
Weighted average number of common shares outstanding, basic and diluted | 9,993,197 | 25,252,832 | 11,026,666 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Class A Preferred Stock [Member] | Class A Common Shares [Member] | Class B Common Shares [Member] | Common Shares [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balances at Mar. 12, 2015 | ||||||||
Balances (in shares) at Mar. 12, 2015 | ||||||||
Issuance of Class B common shares to Fortress on March13, 2015 | $ 0 | $ 0 | $ 0 | $ 1 | $ 0 | $ 0 | $ (1) | $ 0 |
Issuance of Class B common shares to Fortress on March13, 2015 (in shares) | 0 | 0 | 7,000,000 | 0 | ||||
Issuance of common shares to Fortress on March 13, 2015 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Issuance of common shares to Fortress on March 13, 2015 (in shares) | 0 | 0 | 0 | 2,000,000 | ||||
Common stock issuable - Founders Agreement | 190 | $ 0 | $ 0 | $ 0 | $ 0 | 190 | 0 | 0 |
Issuance of common shares for license expenses | 147 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 147 | 0 |
Issuance of common shares for license expenses (in shares) | 0 | 1,000,000 | 0 | 0 | ||||
Net loss | (4,466) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | (4,466) |
Balances at Dec. 31, 2015 | (4,129) | $ 0 | $ 0 | $ 1 | $ 0 | 190 | 146 | (4,466) |
Balances (in shares) at Dec. 31, 2015 | 0 | 1,000,000 | 7,000,000 | 2,000,000 | ||||
Common stock issuable - Founders Agreement | 4,396 | $ 0 | $ 0 | $ 0 | $ 0 | 4,396 | 0 | 0 |
Issuance of common shares - Founders Agreement | 862 | $ 0 | $ 0 | $ 0 | $ 0 | (190) | 1,052 | 0 |
Issuance of common shares - Founders Agreement (in shares) | 0 | 0 | 250,000 | 150,370 | ||||
Issuance of common shares and warrants for cash | 39,098 | $ 0 | $ 0 | $ 0 | $ 1 | 0 | 39,097 | 0 |
Issuance of common shares and warrants for cash (in shares) | 0 | 0 | 0 | 6,014,874 | ||||
Offering cost | (4,090) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (4,090) | 0 |
Issuance of warrants - NSC Note | 793 | 0 | 0 | 0 | 0 | 0 | 793 | 0 |
Exchange of Class A preferred stock and common stock | 0 | $ 0 | $ 0 | $ (1) | $ 1 | 0 | 0 | 0 |
Exchange of Class A preferred stock and common stock (in shares) | 250,000 | 0 | (7,250,000) | 7,000,000 | ||||
Net loss | (12,654) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | (12,654) |
Balances at Dec. 31, 2016 | 24,276 | $ 0 | $ 0 | $ 0 | $ 2 | 4,396 | 36,998 | (17,120) |
Balances (in shares) at Dec. 31, 2016 | 250,000 | 1,000,000 | 0 | 15,165,244 | ||||
Common stock issuable - Founders Agreement | 9,558 | $ 0 | $ 0 | $ 0 | $ 0 | 9,558 | 0 | 0 |
Issuance of common shares - Founders Agreement | 1,234 | $ 0 | $ 0 | $ 0 | $ 0 | (4,396) | 5,630 | 0 |
Issuance of common shares - Founders Agreement (in shares) | 0 | 0 | 0 | 982,533 | ||||
Issuance of common shares for license expenses | 1,682 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 1,682 | 0 |
Issuance of common shares for license expenses (in shares) | 0 | 0 | 0 | 293,588 | ||||
Issuance of common shares and warrants for cash | 55,970 | $ 0 | $ 0 | $ 0 | $ 1 | 0 | 55,969 | 0 |
Issuance of common shares and warrants for cash (in shares) | 0 | 0 | 0 | 8,610,774 | ||||
Offering cost | (5,674) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (5,674) | 0 |
Stock-based compensation expenses | 2,012 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 2,012 | 0 |
Stock-based compensation expenses (in shares) | 0 | 0 | 0 | 180,000 | ||||
Capital contribution from Fortress | 2,062 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 2,062 | 0 |
Exercise of NSC warrants | 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Exercise of NSC warrants (in shares) | 0 | 0 | 0 | 4,116 | ||||
Net loss | (31,288) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | (31,288) |
Balances at Dec. 31, 2017 | $ 59,832 | $ 0 | $ 0 | $ 0 | $ 3 | $ 9,558 | $ 98,679 | $ (48,408) |
Balances (in shares) at Dec. 31, 2017 | 250,000 | 1,000,000 | 0 | 25,236,255 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (4,466) | $ (31,288) | $ (12,654) |
Common shares issuable for license acquired | 147 | 0 | 1,682 |
Research and development-licenses acquired, expensed | 2,000 | 2,875 | 0 |
Issuance of common shares - Founders Agreement | 0 | 1,234 | 862 |
Common shares issuable for Founders Agreement | 190 | 9,558 | 4,396 |
Amortization of debt discount | 0 | 0 | 763 |
Change in fair value of derivative liabilities | 0 | 0 | 159 |
Stock-based compensation expenses | 0 | 2,012 | 0 |
Capital contribution from Fortress | 0 | 2,062 | 0 |
Depreciation expense | 0 | 2 | 0 |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 0 | (278) | 0 |
Interest receivables | 0 | (106) | 0 |
Accounts payable and accrued expenses | 15 | 1,332 | 668 |
Payable and accrued expenses - related party | 375 | 12 | (250) |
Accrued interest - related party | 168 | (413) | 245 |
Deferred rent | 0 | 50 | 0 |
Net cash used in operating activities | (1,571) | (12,948) | (4,129) |
Cash Flows from Investing Activities: | |||
Purchase of short-term investment (certificates of deposit) | 0 | (46,002) | 0 |
Maturity of certificate of deposit | 0 | 20,000 | 0 |
Purchase of research and development licenses | (2,000) | (2,375) | 0 |
Purchase of fixed assets - construction-in-process | 0 | (424) | 0 |
Security deposits paid | 0 | (251) | 0 |
Net cash used in investing activities | (2,000) | (29,052) | 0 |
Cash Flows from Financing Activities: | |||
Proceeds from Fortress Note | 3,571 | 0 | 2,221 |
Payment of Fortress Note | 0 | (320) | (2,001) |
Payment from NSC Note | 0 | 0 | (3,600) |
Proceeds from issuance of common stock and warrants, net of offering cost of $5,674, $4,090 and $0, respectively | 0 | 50,296 | 35,008 |
Net cash provided by financing activities | 3,571 | 49,976 | 31,628 |
Net change in cash, cash equivalents and restricted cash | 0 | 7,976 | 27,499 |
Cash, cash equivalents and restricted cash, beginning of the period | 0 | 27,499 | 0 |
Cash, cash equivalents and restricted cash, end of the period | 0 | 35,475 | 27,499 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 0 | 413 | 140 |
Supplemental disclosure of noncash investing and financing activities: | |||
Research and development licenses included in accounts payable and accrued liabilities | 0 | 500 | 0 |
Construction-in-progress included in accounts payable and accrued liabilities | 0 | 817 | 0 |
Property, plant and equipment included in account payable and accrued liabilities | 0 | 142 | 0 |
Issuance of common shares - Founders Agreement | 1 | 4,396 | 190 |
Warrant liability associated with NSC Note | 0 | 0 | 793 |
Exchange of Class A Preferred stock and common stock | 0 | 0 | 1 |
Transfer from Fortress of NSC Note, net of discount of $0, $129 and $0, respectively | 0 | 0 | 3,471 |
Common shares issuable for license acquired | $ 0 | $ 1,682 | $ 0 |
STATEMENTS OF CASH FLOWS (Paren
STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Proceeds from issuance of common stock and warrants, offering cost | $ 0 | $ 5,674 | $ 4,090 |
NSC Note [Member] | |||
Debt Instrument, Unamortized Discount | $ 0 | $ 0 | $ 129 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business [Text Block] | Note 1 - Organization and Description of Business Mustang Bio, Inc. (the “Company” or “Mustang”) was incorporated in Delaware on March 13, 2015 and commenced its principal operations on March 13, 2015. Mustang was formed, by Fortress Biotech, Inc. (“Fortress” or “Parent”), as a clinical-stage biopharmaceutical company focused on the acquisition, development and commercialization of novel cancer immunotherapy products designed to utilize the power of the patient’s own immune system to eliminate cancer cells. The Company may acquire rights to these technologies by licensing the rights or otherwise acquiring an ownership interest in the technologies, funding their research and development and eventually either out-licensing or bringing the technologies to market. Liquidity and Capital Resources The Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As of December 31, 2017, the Company had an accumulated deficit of $ 48.4 The Company expects to continue to use the proceeds from previous financing transactions primarily for general corporate purposes, which may include financing the Company’s growth, developing new or existing product candidates, and funding capital expenditures, acquisitions and investments. The Company currently anticipates that its cash and cash equivalents balances and short-term investments held to maturity at December 31, 2017, are sufficient to fund its anticipated operating cash requirements for at least the next 15 months. We have funded our operations to date primarily through the sale of equity and debt securities. We believe that our current cash and cash equivalents are sufficient to fund operations for at least the next 15 months. We may require additional financing to fully develop and prepare regulatory filings and obtain regulatory approvals for our existing and new product candidates and fund operating losses. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 - Significant Accounting Policies Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company has no subsidiaries. The financial statements may not be indicative of future performance and may not reflect what the Company’s results of operations, financial position, and cash flows would have been had Mustang operated as an independent entity. Certain estimates have been made to provide financial statements for stand-alone reporting purposes. All inter-company transactions between Fortress and Mustang are classified as due to related party in the financial statements. The Company believes that the assumptions underlying the financial statements are reasonable. Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating and reporting segment. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at December 31, 2017 and at December 31, 2016 consisted of cash, money market funds and certificates of deposit in institutions in the United States. Balances at certain institutions have exceeded Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company records cash held in an escrow account as a security deposit for the manufacturing facility in Worcester, MA as restricted cash. The Facility is expected to initiate cell processing operations for personalized CAR T therapies in late 2018. The Company classifies its certificates of deposit as cash and cash equivalents or held to maturity in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 320, Investments - Debt and Equity Securities At December 31, 2017, the Company had approximately $ 40.0 14.0 26.0 Property, plant and equipment, net Property and equipment, net, which consists mainly of laboratory equipment, are carried at cost less accumulated depreciation. Depreciation is computed over the estimated useful lives of the respective assets, generally five years, using the straight-line method. Property and equipment - Construction in Process In connection with the Company’s cell processing facility, the Company incurred $ 1.2 Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations for preclinical and clinical studies, investigative sites for clinical trials, consultants, the cost of acquiring and manufacturing clinical trial materials, costs associated with regulatory filings, laboratory costs and other supplies. Costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future use. The licenses purchased by the Company require substantial completion of research and development, regulatory and marketing approval efforts to reach commercial feasibility and has no alternative future use. Accordingly, the total purchase price for the licenses acquired is reflected as research and development - licenses acquired on the Company’s Statements of Operations. Prior to the July 2016 amendment to the Founder’s Agreement, Fortress was entitled to an annual fee on each anniversary date equal to 2.5 The Company recorded the Annual Equity Fee in connection with the Founders Agreement with Mustang as contingent consideration. Contingent consideration is recorded when probable and reasonably estimable. The Company’s future share prices cannot be estimated due to the nature of its assets and the Company’s stage of development. Due to these uncertainties, the Company concluded that it could not reasonably estimate the contingent consideration until shares were issued on March 13, 2016. Because the issuance of shares on March 13, 2016 occurred prior to the issuance of the December 31, 2015 financial statements, the Company recorded approximately $ 0.2 In July 2016, in connection with the Amended and Restated Articles of Incorporation, the Company issued 250,000 2.5 The Company recorded the Annual Stock Dividend due to Fortress as contingent consideration. Contingent consideration is recorded when probable and reasonably estimable. The Company’s future share prices cannot be estimated due to the nature of its assets and the Company’s stage of development. Due to these uncertainties, the Company concluded that it could not reasonably estimate the contingent consideration until shares were actually issued on March 13, 2018 and March 13, 2017. Because the issuance of shares on March 13, 2018 and 2017 occurred prior to the issuance of the December 31, 2017 and 2016 financial statements, respectively, the Company recorded approximately $ 9.6 4.4 The Company follows accounting guidance on fair value measurements for financial assets and liabilities measured at fair value on a recurring basis. Under the accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. In accordance with ASC 815, the Company classified the fair value of the warrant (“Contingently Issuable Warrants”) that may have been granted in connection with the NSC Note transferred to the Company in various tranches from July 5, 2016 to October 25, 2016 as a derivative liability as there was a potential that the Company would not have a sufficient number of authorized common shares available to settle this instrument. The Company valued these Contingently Issuable Warrants using an option pricing model (which approximates intrinsic value) with estimates for an expected dividend yield, a risk-free interest rate, and expected volatility together with management’s estimate of the probability of issuance of the Contingently Issuable Warrants. At each reporting period, as long as the Contingently Issuable Warrants were potentially issuable and there was a potential for an insufficient number of authorized shares available to settle the Contingently Issuable Warrants, the Contingently Issuable Warrants should be revalued and any difference from the previous valuation date would be recognized as a change in fair value in the Company’s Statement of Operations. The Company expenses stock-based compensation to employees over the requisite service period based on the estimated grant-date fair value of the awards and forfeiture rates. For stock-based compensation awards to non-employees, the Company re-measures the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards are recognized as stock-based compensation expense in the period of change. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company accounts for potential shares that can be converted to common stock and if converted, will be in excess of authorized shares, as a liability that is recorded on the balance sheet (at fair value) only until the authorized number of shares is increased (at which time the whole liability will be re-measured, with changes in value included in other income/(expense), and then reclassified to additional paid-in capital). The value of the liability was computed by valuing the securities that management believed were most likely to be converted. This liability is revalued at each reporting date with any change in value included in other income / (expense) until such time as enough shares are authorized to cover all potentially convertible instruments. The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if management believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. The Company files a separate tax return under Sub-chapter C of the Internal Revenue Code. Prior to October 1, 2016, the Company was a subsidiary included in the consolidated tax return of Fortress Biotech, Inc. As a result of issuances of its common stock, the Company exited the consolidated tax group for federal and state income tax purposes. For financial reporting purposes, the Company calculated income tax provision and deferred income tax balances for the year ended December 31, 2016 as if it was a separate entity and had filed its own separate tax return under Sub-Chapter C of the Internal Revenue Code. On December 22, 2017, “H.R.1”, formerly known as the “Tax Cuts and Jobs Act”, was signed into law. Among other items, H.R.1 reduces the federal corporate tax rate to 21 35 Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period less unvested restricted stock. Since dividends are declared, paid and set aside among the holders of shares of common stock and Class A common shares pro-rata on an as-if-converted basis, the two-class method of computing net loss per share is not required. Diluted net loss per share does not reflect the effect of shares of common stock to be issued upon the exercise of warrants or outstanding Class A preferred shares, as their inclusion would be anti-dilutive. The table below summarizes potentially dilutive securities that were not considered in the computation of diluted net loss per share because they would be anti-dilutive. For the year ended December 31, For the period from 2017 2016 2015 Warrants (Note 8) 5,253,318 2,243,664 - Options (Note 8) 1,241,675 - - Class A Preferred Shares (Note 8) 250,000 250,000 - Unvested restricted stock awards (Note 8) 180,000 - - Unvested restricted stock units (Note 8) 134,000 - - Total 7,058,993 2,493,664 - The Company has no components of other comprehensive loss, and therefore, comprehensive loss equals net loss. Recent Accounting Pronouncements In July 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815 ) . In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes ASC Topic 840, Leases (Topic 840) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash December 31, 2017 December 31, 2016 Cash and cash equivalents $ 34,975 $ 27,499 Restricted cash (long-term) 500 - Total cash, cash equivalents and restricted cash $ 35,475 $ 27,499 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments, In March 2016, the FASB issued ASU 2016-09 Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities |
License Agreements, Clinical Re
License Agreements, Clinical Research Support Agreements and Sponsored Research Agreements | 12 Months Ended |
Dec. 31, 2017 | |
License Agreement Disclosure [Abstract] | |
License Agreement Disclosure [Text Block] | Note 3 - License Agreements, Clinical Research Support Agreements and Sponsored Research Agreements For the year ended December 31, For the period from ($ in thousands) 2017 2016 2015 City of Hope CAR T $ - $ 1,683 $ 2,147 IL13Rα2 500 - - IV/ICV 125 - - PSCA 300 - - HER2 600 - - CS-1 600 - - Harvard University - CRISPR 250 - - Fortress PIK Dividend 9,558 4,396 190 UCLA - PSCA 200 - - Fred Hutch - CD20 300 - - Total $ 12,433 $ 6,079 $ 2,337 License Agreements City of Hope In March 2015, the Company entered into an exclusive license agreement with City of Hope National Medical Center (“City of Hope” or “COH”) to acquire intellectual property rights pertaining to CAR-T (the “Original Agreement”). Pursuant to the Original Agreement, the Company paid COH an upfront fee of $ 2.0 research and development-licenses acquired expenses 1.0 10 2.0 14.5 1.0 The Company valued the stock grant to COH utilizing a discounted cash flow model to determine the weighted market value of invested capital, discounted by a lack of marketability of 44.8 30 0.147 0.1 0.1 Effective October 2016, Mustang closed on gross proceeds of $ 10.0 293,588 5.73 1.7 1.0 In February, 2017, the Company and COH amended and restated the Original Agreement by entering into three separate amended and restated exclusive license agreements, one relating to CD123, one relating to IL13Rα2 and one relating to the Spacer technology, that amended the Original Agreement in certain other respects, and collectively replace the Original Agreement in its entirety. The total potential consideration payable to COH by the Company, in equity or cash, did not, in the aggregate, change materially from the Original Agreement. As of December 31, 2017, COH owns 1,000,000 293,588 5.0 CD123 License In February 2017, the Company entered into an Amended and Restated Exclusive License Agreement with COH to acquire intellectual property rights pertaining to patent rights related to CD123 (the “CD123 License”). Pursuant to the CD123 License, the Company and COH acknowledge that an upfront fee has already been paid under the Original Agreement. In addition, COH is eligible to receive an annual maintenance fee of $ 25,000 14.5 IL13Rα2 License In February 2017, the Company entered into an Amended and Restated Exclusive License Agreement with COH to acquire intellectual property rights pertaining to patent rights related to IL13Rα2 (the “IL13Rα2 License”). Pursuant to the IL13Rα2 License, the Company and COH acknowledge that an upfront fee has already been paid under the Original Agreement. In addition, COH is eligible to receive an annual maintenance fee of $ 25,000 14.5 Spacer License In February 2017, the Company entered into an Amended and Restated Exclusive License Agreement with COH to acquire intellectual property rights pertaining to patent rights related to Spacer (the “Spacer License”). Pursuant to the Spacer License, the Company and COH acknowledged that an upfront fee has already been paid under the Original Agreement. In addition, COH will receive an annual maintenance fee of $ 10,000 IV/ICV License In February 2017, the Company entered into an exclusive license agreement (the “IV/ICV License”) with COH to acquire intellectual property rights in patent applications related to the intraventricular and intracerebroventricular methods of delivering T cells that express CARs. Pursuant to the IV/ICV License, in March 2017, the Company paid COH an upfront fee of $ 0.1 0.1 HER2 Technology License On May 31, 2017, the Company entered into an exclusive license agreement (the “HER2 Agreement”) with the COH for the use of human epidermal growth factor receptor 2 (HER2) CAR T technology (HER2 Technology), which will initially be applied in the treatment of glioblastoma multiforme. Pursuant to the HER2 Agreement, the Company paid an upfront fee of $ 0.6 50,000 14.9 CS1 Technology License On May 31, 2017, the Company entered into an exclusive license agreement (the “CS1 Agreement) with the COH for the use of CS1-specific CAR T technology (“CS1 Technology”) to be directed against multiple myeloma. Pursuant to the CS1 Agreement, the Company paid an upfront fee of $ 0.6 50,000 14.9 PSCA Technology License On May 31, 2017, the Company entered into an exclusive license agreement (the “PSCA Agreement”) with the COH for the use of prostate stem cell antigen (“PSCA”) CAR T technology (“PSCA Technology”) to be used in the treatment of prostate cancer. Pursuant to the PSCA Agreement, the Company paid an upfront fee of $ 0.3 50,000 14.9 University of California License On March 17, 2017, the Company entered into an exclusive license agreement with the Regents of the University of California (the “UCLA License”) to acquire intellectual property rights in patent applications related to the engineered anti-prostate stem cell antigen antibodies for cancer targeting and detection. Pursuant to the UCLA License, the Company paid UCLA the upfront fee of $ 0.2 15,000 25,000 50,000 14.3 Fred Hutchinson Cancer Research Center License On July 3, 2017, Mustang entered into an exclusive, worldwide licensing agreement with Fred Hutchinson Cancer Research Center (“Fred Hutch”) for the use of a CAR T therapy related to autologous T cells engineered to express a CD20-specific chimeric antigen receptor (the “CD20 Technology License”). Pursuant to the CD20 Technology License, the Company paid Fred Hutch an upfront fee of $ 0.3 50,000 39.1 Harvard College License On November 20, 2017, the Company entered into an exclusive, worldwide license agreement with President and Fellows of Harvard College (the “Harvard Agreement”) for the use of gene editing, via the use of CRISPR/Cas9, to be used in enhancing the efficacy of chimeric antigen receptor T (CAR T) cell therapies for solid tumor indications and to generate universal off the shelf CAR T cell therapies for both liquid and solid tumor indications. Pursuant to the Harvard Agreement, the Company paid Harvard College an upfront fee of $ 0.3 25,000 50,000 100,000 16.7 Sponsored Research and Clinical Trial Agreements City of Hope In March 2015, the Company entered into a sponsored research agreement with COH in which the Company will fund continued research in the amount of $ 2.0 2.0 2.0 1.5 CD123 Clinical Research Support Agreement In February 2017, the Company entered into a Clinical Research Support Agreement for CD123 (the “CD123 CRA”). Pursuant to the terms of the CD123 CRA the Company made an upfront payment of $ 19,450 97,490 0.2 1.4 IL13Rα2 Clinical Research Support Agreement In February 2017, the Company entered into a Clinical Research Support Agreement for IL13Rα2 (the “IL13Rα2 CRA”). Pursuant to the terms of the IL13Rα2 CRA the Company made an upfront payment of approximately $ 9,300 0.1 0.2 1.4 CD20 Clinical Trial Agreement with Fred Hutch Also, on July 3, 2017, in conjunction with the CD20 Technology License from Fred Hutch, Mustang entered into an investigator-initiated clinical trial agreement (“CD20 CTA”) to provide partial funding for a Phase 1/2 clinical trial at Fred Hutch evaluating the safety and efficacy of the CD20 Technology in patients with relapsed or refractory B-cell non-Hodgkin lymphomas. In connection with the CD20 CTA, the Company agreed to fund up to $ 5.3 0.6 CRISPR Sponsored Research Agreement with Beth Israel Deaconess Medical Center, Inc. On November 28, 2017, the Company entered into a Sponsored Research Agreement (the “SRA”) with Beth Israel Deaconess Medical Center Inc. (“BIDMC”) to perform research relating to gene editing, via the use of CRISPR/Cas9, to be used in enhancing the efficacy of chimeric antigen receptor T (CAR T) cell therapies for solid tumor indications and to generate universal off the shelf CAR T cell therapies for both liquid and solid tumor indications. The Company agreed to fund approximately $ 0.8 0.1 Consulting Agreements In December 2016, the Company entered into two consulting agreements, one with two COH scientists, whereby effective January 1, 2017, in exchange for services provided to the Company each consultant shall be paid $ 60,000 60,000 120,000 120,000 |
Related Party Agreements
Related Party Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 4 - Related Party Agreements Founders Agreement and Management Services Agreement with Fortress Effective March 13, 2015, the Company entered a Founders Agreement with Fortress, which was amended and restated on May 17, 2016 and again on July 26, 2016 (the “Mustang Founders Agreement”). The Mustang Founders Agreement provides that, in exchange for the time and capital expended in the formation of Mustang and the identification of specific assets the acquisition of which result in the formation of a viable emerging growth life science company, Fortress loaned $ 2.0 15 7.25 7.0 As additional consideration under the Mustang Founders Agreement, Mustang will also: (i) pay an equity fee in shares of common stock, payable within five (5) business days of the closing of any equity or debt financing for Mustang that occurs after the effective date of the Mustang Founders Agreement and ending on the date when Fortress no longer has majority voting control in the Company’s voting equity, equal to two and one-half (2.5%) of the gross amount of any such equity or debt financing; and (ii) pay a cash fee equal to four and one-half percent (4.5%) of the Company’s annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a Change in Control, the Company will pay a one-time change in control fee equal to five (5x) times the product of (A) net sales for the twelve (12) months immediately preceding the change in control and (B) four and one-half percent (4.5%) (see Note 8).. Effective as of March 13, 2015, the Company entered into a Management Services Agreement (the “MSA”) with Fortress. Pursuant to the terms of the MSA, for a period of five years, Fortress will render advisory and consulting services to the Company. Services provided under the MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of the Company’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of the Company with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). The Company is obligated to utilize clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by Fortress, provided those services are offered at market prices. However, the Company is not obligated to take or act upon any advice rendered from Fortress and Fortress shall not be liable for any of its actions or inactions based upon their advice. Fortress and its affiliates, including all members of the Company’s Board of Directors, have been contractually exempt from fiduciary duties to the Company relating to corporate opportunities. In consideration for the Services, the Company will pay Fortress an annual consulting fee of $ 0.5 1.0 100 For the years ended December 31, 2017 and 2016 and for the period from March 13, 2015 (Inception) to December 31, 2015, the Company recorded approximately $ 0.5 0.5 0.4 Consulting Agreement with Chord Advisors, LLC (“Chord”) On April 8, 2016, the Company entered into a full-service consulting agreement with Chord to provide advisory accounting services to the Company. Under the terms of the agreement, the Company paid Chord up to $ 5,000 7,500 48,000 Effective as of December 15, 2017, Mr. Horin stepped down as the Interim Chief Financial Officer of the company. Mr. Horin had served, on a part-time and temporary basis, as the Company’s interim Chief Financial Officer under an agreement with Chord Advisors, LLC for back office accounting support, accounting policy and financial reporting services. City of Hope COH owns 1,000,000 293,588 5.0 Payable and Accrued Expenses Related Party The Company had a working capital promissory note with Fortress, which was paid in full in 2016. In 2017, in the normal course of business Fortress pays for certain expenses on behalf of the Company. Such expenses are recorded as Payable and accrued expenses - related party and are reimbursed to Fortress in the normal course of business. National Securities Inc. 56.6 5.6 861,077 8.50 4.0 601,486 8.50 NSC Note and Financings In September 2016, Fortress acquired through a tender offer 56.6 3.6 10 In September 2016, the Company entered into a Placement Agent Agreement with National in connection with financing in which the Company agreed to pay NSC a cash fee of 10.0 10 Director Compensation Dr. Rosenwald Pursuant to the terms of the Director Compensation Plan, Dr. Rosenwald will receive a cash fee of $50,000 per year paid quarterly and an annual stock award of the greater of (i) a number of shares of common stock having a fair market value on the grant date of $50,000 or (ii) 10,000 25,052 10,000 Mr. Weiss - Advisory Agreement with Caribe BioAdvisors, LLC The Board of the Company by unanimous written consent approved and authorized the execution of an advisory agreement dated January 1, 2017 (the “Advisory Agreement”), with Caribe BioAdvisors, LLC (the “Advisor”), owned by Michael S. Weiss, the Chairman of the Board, to provide the board advisory services of Mr. Weiss as Chairman of the Board. Pursuant to the Advisory Agreement, the Advisor will be paid an annual cash fee of $ 60,000 50,000 10,000 70,800 10,800 10,000 Stock Awards Made to Fortress Employees In April 2017, the Company made an option award to two employees of Fortress (see Note 8). |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 5 - Notes Payable Fortress Note In 2015, the Company and Fortress entered into an Intercompany Working Capital Promissory Note (“Fortress Note”), in which Fortress agreed to provide a working capital line of credit to the Company from inception through a third-party financing. The Fortress Note is due on demand and accrues interest of 8 At December 31, 2016, the Fortress Note was approximately $ 320,000 253,000 168,000 8 NSC Note In March 2015, Fortress closed a private placement of a promissory note for $ 10 The NSC Note was amended and restated on July 29, 2015, to provide that any time a Fortress Company receives from Fortress any proceeds from the NSC Note, Fortress may, in its sole discretion, cause the Fortress Company to issue to NSC Biotech Venture Fund I LLC a new promissory note (the “Amended NSC Note”) on identical terms as the NSC Note (giving effect to the passage of time with respect to maturity). The Amended NSC Note will equal the dollar amount of the Fortress Company’s share of the NSC Note and reduce the Fortress’ obligations under the NSC Note by such amount. Fortress will guarantee the Amended NSC Note until the Company completes an initial public offering. If the Company has an initial public offering and raises sufficient equity capital so that it has cash equal to five times the amount of the portion of the proceeds of the NSC Note transferred to it, then NSC will receive a warrant to purchase the Company’s stock equal to 25% of the outstanding note divided by the lowest price the Company sells its equity in its first third party financing. The warrants issued will have a term of 10 On July 5, 2016, Fortress transferred $ 3.6 129,000 25 763,000 140,000 23.1 634,000 Pursuant to the terms of the Company’s $3.6 million Amended NSC Note, upon the closing of the Company’s second round of financing on October 25, 2016, the Company issued to National warrants for 138,462 relating to its aggregate gross proceeds from its third-party offerings exceeding five times the value of the debt. Upon the issuance of the warrant Fortress was removed as the guarantor on the note. In December 2016 the NSC Note was fully paid off. NSC Note Payable Discount NSC Note Payable, January 1, 2016 balance $ - $ - $ - Proceeds from issuance of NSC Note 3,600 (129) 3,471 Issuance of warrants in conjunction with NSC debt - (634) (634) Amortization of debt discount - 192 192 Payoff of note (3,600) 571 (3,029) December 31, 2016 balance $ - $ - $ - |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement Inputs, Disclosure [Text Block] | Note 6 - Fair Value Measurement Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Contingently Fair value, January 1, 2016 $ - Warrant liability associated with NCS debt 634 Change in fair value 159 Issuance of 138,462 warrants with a par value strike price (793) Fair value, December 31, 2016 $ - If the Company has an initial public offering and raises sufficient equity capital so that it has cash equal to five times the amount of the portion of the proceeds of the NSC Note transferred to it, then NSC will receive a warrant to purchase the Company’s stock equal to 25% of the outstanding note divided by the lowest price the Company sells its equity in its first third party financing In the fourth quarter of 2016, due to the financings described in Note 8, sufficient equity capital was raised so that the Company had cash equal to five times the amount of the portion of the proceeds of the NSC Note transferred to it. The Company issued 138,462 The Company's liability for common shares issuable liability was measured using significant unobservable (Level 3) inputs. Common Shares January 1, 2016 Balance $ - Liabilities reclassified 1,682 Change in fair value of liabilities reclassified - Liabilities reclassified to equity - December 31, 2016 Balance $ 1,682 Liabilities reclassified - Change in fair value of liabilities reclassified - Liabilities reclassified to equity (1,682) December 31, 2017 Balance $ - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 7 - Commitments and Contingencies Leases On October 27, 2017, Mustang entered into a lease agreement with WCS - 377 Plantation Street, Inc., a Massachusetts nonprofit corporation. Pursuant to the terms of the lease agreement, Mustang agreed to lease 27,043 0.6 3.6 3.5 The terms of the lease also require that Mustang post an initial security deposit of $ 0.8 0.5 0.3 1.3 1.0 0.3 The Facility is expected to be operational for the production of personalized CAR T therapies in 2018. ($ in thousands) 2018 $ 38 2019 264 2020 448 2021 462 2022 476 Beyond 1,947 Total minimum lease payments $ 3,635 Litigation On January 15, 2016, Dr. Winson Tang (“Plaintiff”) filed a Complaint against the Company in the Superior Court of the State of California, County of Los Angeles. Winson Tang v. Lindsay Rosenwald et al., Case No. BC607346. As amended, the Complaint requested a declaration that Plaintiff was a 15 In connection with the legal settlement, above, Fortress delivered 200,000 2.0 0.2 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 8 - Stockholders’ Equity Common Stock The Company, in accordance with its certificate of incorporation, as amended in July 2016, which was retroactively applied, is authorized to issue 50,000,000 0.0001 1,000,000 15,000,000 In connection with the Company’s formation, Fortress subscribed for 7,000,000 2,000,000 900 The holders of Common Stock are entitled to one vote per share of Common Stock held. The holders of Class A Common Stock are entitled to the number of votes equal to the number of whole shares of Common Stock into which the shares of Class A Common Stock held by such holder are convertible and for a period of ten years from its issuance, the holders of the Class A Common Stock have the right to appoint one member of the board of directors of Mustang; to date, the holders of Class A Common Stock have not yet appointed such director. The Class B Common Stockholders are entitled, for each share of Class B Common Stock held, to a number of votes equal to 1.1 times a fraction, the numerator of which is the sum of (A) the shares of outstanding Common Stock and (B) the whole shares of Common Stock into which the shares of outstanding Class A Common Stock and the Class B Common Stock are convertible and the denominator of which is the number of shares of outstanding Class B common shares. Pursuant to the Founders Agreement, on March 13, 2016 the Company issued 250,000 2.5 In February 2017, COH executed a waiver and acknowledgement agreement permitting issuance of the COH Anti-Dilution Shares in the form of Mustang common stock rather than Class A common shares as originally required, and such shares were issued. Therefore, in February 2017, the Company reclassed $ 1.7 293,588 1,000,000 293,588 5.73 On March 13, 2017, the Company issued to Fortress 767,264 5.73 4.4 The holders of common stock are entitled to one vote per share of common stock held. Class A Common Stock The holders of Class A common shares are entitled to the number of votes equal to the number of whole shares of common stock into which the shares of Class A common shares held by such holder are convertible and for a period of ten years from its issuance, the holders of the Class A common shares have the right to appoint one member of the board of directors of Mustang; to date, the holders of Class A common shares have not yet appointed such director. On March 17, 2015, the Company entered into an exclusive license agreement with COH to acquire intellectual property rights pertaining to CAR T. Pursuant to the agreement, the Company paid COH an upfront fee of $ 2.0 research and development-licenses acquired expenses 1,000,000 10 Exchange of Class B Common Shares and Class A Preferred Shares In accordance with the amended and restated certificate of incorporation filed on July 27, 2016, the Company issued 250,000 7.0 7.2 Offerings and Issuances of Common Stock and Warrants In September 2016, the Company entered into a Placement Agent Agreement with NSC relating to the Company’s offering of shares of Common Stock in a private placement. Pursuant to the Placement Agent Agreement, the Company agreed to pay the Placement Agent a cash fee of 10.0 10 10,000 2,500 8.50 65,000 On September 30, 2016, the Company had an initial closing in which the Company issued 1,914,833 478,708 191,483 12.4 1.4 1.3 On October 25, 2016, the Company closed a second round of financing totaling gross proceeds of $ 7.1 710,000 10 10,000 2,500 8.50 65,000 five-year term 1,090,580 272,645 109,058 10 On November 30, 2016, the Company closed a third round of financing totaling gross proceeds of $ 12.4 1.2 10 10,000 2,500 8.50 65,000 five-year term 1,900,215 475,053 190,021 10 On December 12, 2016, the Company closed a fourth round of financing totaling gross proceeds of $ 3.1 310,000 10 10,000 2,500 8.50 65,000 five-year term 477,000 119,250 47,700 10 On December 29, 2016, the Company closed a fifth round of financing totaling gross proceeds of $ 4.1 410,000 10 10,000 2,500 8.50 65,000 five-year term 632,246 158,062 63,224 10 Pursuant to the Founders Agreement, the Company issued 150,370 2.5 862,000 On January 31, 2017, the Company closed the sixth round of financing totaling gross proceeds of $ 55.5 5.5 10 8,536,774 2,134,193 853,677 10 On March 31, 2017, the Company closed the seventh round of financing totaling gross proceeds of $ 0.4 42,000 10 64,000 16,000 6,400 10 On August 3, 2017, the Company closed the final round of financing totaling gross proceeds of $ 65,000 10,000 2,500 1,000 10 Pursuant to the Founders Agreement, the Company issued 982,533 1.2 9.6 834,756 2.5 11.45 Class A Preferred Shares Pursuant to the Company’s Amended and Restated Articles of Incorporation, filed on July 26, 2016, Class B Common Stock was eliminated and 2,000,000 250,000 The holders of the outstanding shares of Class A Preferred Stock shall receive on each March 13 (each a “PIK Dividend Payment Date”) after the original issuance date of the Class A Preferred Stock until the date all outstanding Class A Preferred Stock is converted into Common Stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of Common Stock (such dividend being herein called “PIK Dividends”) such that the aggregate number of shares of Common Stock issued pursuant to such PIK Dividend is equal to 2.5% of the Corporation’s fully-diluted outstanding capitalization on the date that is one business day prior to any PIK Dividend Payment Date (“PIK Record Date”). In the event the Class A Preferred Stock converts into Common Stock, the holders shall receive all PIK Dividends accrued through the date of such conversion. No dividend or other distribution shall be paid, or declared and set apart for payment (other than dividends payable solely in capital stock on the capital stock of the Company) on the shares of Common Stock until all PIK Dividends on the Class A Preferred Stock shall have been paid or declared and set apart for payment. All dividends are non-cumulative. On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Class A Preferred Stock shall be entitled to cast for each share of Class A Preferred Stock held by such holder as of the record date for determining stockholders entitled to vote on such matter, the number of votes that is equal to one and one-tenth ( 1.1 Each share of Class A Preferred Stock is convertible, at the option of the holder, into one fully paid and nonassessable share of Common Stock (the “Conversion Ratio”), subject to certain adjustments. If the Company, at any time effects a subdivision or combination of the outstanding Common Stock (by any stock split, stock dividend, recapitalization, reverse stock split or otherwise), the applicable Conversion Ratio in effect immediately before that subdivision is proportionately decreased or increased, as applicable, so that the number of shares of Common Stock issuable on conversion of each share of Class A Preferred Stock shall be increased or decreased, a applicable, in proportion to such increase or decrease in the aggregate number of shares of Common Stock outstanding. Additionally, if any reorganization, recapitalization, reclassification, consolidation or merger involving the Company occurs in which the Common Stock (but not the Class A Preferred Stock) is converted into or exchanged for securities, cash or other property, then each share of Class A Preferred Stock becomes convertible into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Company issuable upon conversion of one share of the Class A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction. Stock Issuances to Fortress On March 13, 2016, pursuant to the then in effect Mustang Founders Agreement, on the anniversary date of the Founders’ Agreement, the Company issued 250,000 2.5 37,000 Pursuant to the Company’s Second Amended and Restated Certificate of Incorporation, on March 13, 2017, the Company issued 767,264 2.5 4.4 Pursuant to the Company’s Second Amended and Restated Certificate of Incorporation for the annual stock dividend that will be due on March 13, 2018, the Company reserved 834,756 2.5 9.6 11.45 In connection with the Mustang Founders Agreement, the Company issued 365,639 2.5 Stock Awards Stock Options The Company has in effect the 2016 Incentive Plan (the “Incentive Plan”). The Incentive Plan was adopted in 2016 by our stockholders and the compensation committee of the Company’s board of directors and is authorized to grant stock-based awards to directors, officers, employees and consultants. The plan authorizes grants to issue up to 2,000,000 10 444,325 On April 24, 2017, the Company announced that Manuel Litchman, M.D., had been appointed President and Chief Executive Officer. Dr. Litchman was also appointed to the Company’s Board of Directors. The employment agreement grants Dr. Litchman an option to purchase 1,041,675 5.73 On April 7, 2017, the Company granted 200,000 5.73 Both grants have the following vesting schedule: 50% of the options vest over-time (“Time Based Option”) with 25% vesting over 12 months of continued service and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to continued employment. The remaining 50% (the “Performance Options”) vest and become exercisable upon the occurrence of the following milestones being achieved: (i) 25% of the Performance Options vest upon the dosing of the first patient in the first Phase 2 clinical trial of any Company product candidate, (ii) 25% of the Performance Options vest upon the dosing of the first patient in the first Phase 2 clinical trial of a second Company product candidate, (iii) 25% of the Performance Options vest upon the Company’s achievement of a fully-diluted market capitalization of $500,000,000 and (iv) 25% of the Performance Options vest upon the Company’s achievement of a fully-diluted market capitalization of $1,000,000,000. The value of the stock options granted approximated $5.5 million and was determined on the grant date using assumptions for risk free interest rate, the expected term, expected volatility, expected dividend yield, and an exercise price of $ 5.73 0 December 31, 2017 Risk-free interest rate 1.81% - 2.38 % Exercise Price $ 5.73 Expected term in years 5.5 - 10.0 Expected volatility 77.30% - 96.65 % Stock Options Weighted Average Weighted Average Nonvested at December 31, 2016 - $ - - Options granted 1,241,675 5.73 9.31 Options outstanding 1,241,675 5.73 9.31 Options vested and exercisable at December 31, 2017 - $ - - As of December 31, 2017, the Company had unrecognized stock-based compensation expense related to options of $ 1.9 1.43 10.98 0 Restricted Stock In accordance with the Company’s Director Compensation Plan, the Company granted an aggregate 180,000 10,000 50,000 Number of Shares Weighted Average Nonvested at December 31, 2016 - $ - Granted 180,000 5.73 Nonvested at December 31, 2017 180,000 $ 5.73 As of December 31, 2017, the Company had unrecognized stock-based compensation expense related to restricted stock of $ 0.9 3.28 Restricted Stock Units During 2017, the Company granted an aggregate of 134,000 Number of Units Weighted Average Nonvested at December 31, 2016 - $ - Granted 134,000 6.53 Nonvested at December 31, 2017 134,000 $ 6.53 As of December 31, 2017, the Company had unrecognized stock-based compensation expense related to restricted stock units of approximately $ 0.5 2.0 For the year ended December 31, 2017, the Company recognized stock-based compensation of $ 2.0 Warrants In connection with the Company’s offering of shares of common stock in a private placement, each investor received a warrant equal to 25 Warrants Weighted Average Weighted Average Outstanding as of December 31, 2016 2,243,664 $ 7.98 5.16 Granted 3,013,770 8.50 4.09 Exercised (4,116) - - Outstanding as of December 31, 2017 5,253,318 $ 8.28 3.89 Upon the exercise of warrants, the Company will issue new shares of Common Stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 9 - Income Taxes For financial reporting purposes, the Company calculated income tax provision and deferred income tax balances as if it was a separate entity and had filed its own separate tax return under Sub-Chapter C of the Internal Revenue Code. For the year ended December 31, For the period 2017 2016 2015 Statutory federal income tax rate 35 % 35 % 35 % State taxes, net of federal tax benefit 9 % 13 % 5 % Non-deductible items (2) % (3) % (2) % Credits - - 1 % Federal tax rate change (18) % - - State tax rate change (1) % 1 % - Other (1) % 1 % - Change in valuation allowance (22) % (47) % (39) % Income taxes provision (benefit) - - - For the year ended December 31, 2017 2016 Deferred tax assets: Net operating loss carryovers $ 7,236 $ 3,310 Stock compensation and other 697 301 Change in warrant liability 50 76 Amortization of license 6,424 3,848 Accruals and reserves 22 - Startup costs 8 13 Tax credits 178 89 Total deferred tax assets $ 14,615 $ 7,637 Less valuation allowance (14,615) (7,637) Deferred tax assets, net of allowance $ - $ - On December 22, 2017, “H.R.1”, formerly known as the “Tax Cuts and Jobs Act”, was signed into law. Among other items, H.R.1 reduces the federal corporate tax rate to 21 35 5.7 5.7 The SEC staff issued Staff Accounting Bulletin 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Act and allows the registrant to record provisional amounts during the measurement period. The Company is in the process of analyzing the impact of the various provisions of the Tax Act. The Company expects to complete its analysis within the measurement period in accordance with SAB 118. The Company has determined, based upon available evidence, that it is more likely than not that the net deferred tax asset will not be realized and, accordingly, has provided a full valuation allowance against its net deferred tax asset. A valuation allowance of approximately $ 14.6 7.6 As of December 31, 2017, the Company had federal and state net operating loss carryforwards of approximately $ 23.8 33.7 2035 2035 There are no significant items determined to be unrecognized tax benefits taken or expected to be taken in a tax return, in accordance with ASC 740 “Income Taxes” (“ASC 740”), which clarifies the accounting for uncertainty in income taxes recognized in the financial statements, that have been recorded on the Company’s financial statements for the period ended December 31, 2017. The Company does not anticipate a material change to unrecognized tax benefits in the next twelve months. Additionally, ASC 740 provides guidance on the recognition of interest and penalties related to income taxes. There were no interest or penalties related to income taxes that have been accrued or recognized as of and for the period ended December 31, 2017. The federal and state tax returns for the years ended December 31, 2017, 2016, and 2015 are currently open for examination under the applicable federal and state income tax statues of limitations. |
Quarterly Financial Information
Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Information [Text Block] | Note 10 - Quarterly Financial Information (unaudited) (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2017 Total Revenue $ - $ - $ - $ - Operating expenses $ 3,306 $ 5,665 $ 7,084 $ 15,730 Other income/(expense) $ 88 $ 136 $ 144 $ 129 Net loss $ (3,218) $ (5,529) $ (6,940) $ (15,601) Basic and diluted net loss per common share $ (0.14) $ (0.21) $ (0.27) $ (0.61) 2016 Total Revenue $ - $ - $ - $ - Operating expenses $ 822 $ 1,040 $ 1,670 $ 7,831 Other income/(expense) $ (81) $ (93) $ (200) $ (917) Net loss $ (903) $ (1,133) $ (1,870) $ (8,748) Basic and diluted net loss per common share $ (0.09) $ (0.11) $ (0.19) $ (0.64) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | On January 3, 2018, the Company entered into a non-exclusive license agreement with COH to acquire patent and licensed know-how rights related to developing, manufacturing, and commercializing licensed products in the field. The Company is required to pay $ 75,000 0.9 On March 17, 2018, the Company entered into a sponsored research agreement with Fred Hutch related to developing and optimizing processes and systems associated with CD20 cell processing. Pursuant to the SRA, the Company will fund continued research in the amount of $ 0.6 |
Significant Accounting Polici19
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company has no subsidiaries. The financial statements may not be indicative of future performance and may not reflect what the Company’s results of operations, financial position, and cash flows would have been had Mustang operated as an independent entity. Certain estimates have been made to provide financial statements for stand-alone reporting purposes. All inter-company transactions between Fortress and Mustang are classified as due to related party in the financial statements. The Company believes that the assumptions underlying the financial statements are reasonable. |
Segment Reporting, Policy [Policy Text Block] | Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating and reporting segment. |
Use of Estimates, Policy [Policy Text Block] | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at December 31, 2017 and at December 31, 2016 consisted of cash, money market funds and certificates of deposit in institutions in the United States. Balances at certain institutions have exceeded Federal Deposit Insurance Corporation (“FDIC”) insured limits. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash The Company records cash held in an escrow account as a security deposit for the manufacturing facility in Worcester, MA as restricted cash. The Facility is expected to initiate cell processing operations for personalized CAR T therapies in late 2018. |
Investment, Policy [Policy Text Block] | The Company classifies its certificates of deposit as cash and cash equivalents or held to maturity in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 320, Investments - Debt and Equity Securities At December 31, 2017, the Company had approximately $ 40.0 14.0 26.0 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, plant and equipment, net Property and equipment, net, which consists mainly of laboratory equipment, are carried at cost less accumulated depreciation. Depreciation is computed over the estimated useful lives of the respective assets, generally five years, using the straight-line method. Property and equipment - Construction in Process In connection with the Company’s cell processing facility, the Company incurred $ 1.2 |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations for preclinical and clinical studies, investigative sites for clinical trials, consultants, the cost of acquiring and manufacturing clinical trial materials, costs associated with regulatory filings, laboratory costs and other supplies. Costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future use. The licenses purchased by the Company require substantial completion of research and development, regulatory and marketing approval efforts to reach commercial feasibility and has no alternative future use. Accordingly, the total purchase price for the licenses acquired is reflected as research and development - licenses acquired on the Company’s Statements of Operations. |
Annual Equity Fee [Policy Text Block] | Annual Equity Fee Prior to the July 2016 amendment to the Founder’s Agreement, Fortress was entitled to an annual fee on each anniversary date equal to 2.5 The Company recorded the Annual Equity Fee in connection with the Founders Agreement with Mustang as contingent consideration. Contingent consideration is recorded when probable and reasonably estimable. The Company’s future share prices cannot be estimated due to the nature of its assets and the Company’s stage of development. Due to these uncertainties, the Company concluded that it could not reasonably estimate the contingent consideration until shares were issued on March 13, 2016. Because the issuance of shares on March 13, 2016 occurred prior to the issuance of the December 31, 2015 financial statements, the Company recorded approximately $ 0.2 |
Annual Stock Dividend [Policy Text Block] | Annual Stock Dividend In July 2016, in connection with the Amended and Restated Articles of Incorporation, the Company issued 250,000 2.5 The Company recorded the Annual Stock Dividend due to Fortress as contingent consideration. Contingent consideration is recorded when probable and reasonably estimable. The Company’s future share prices cannot be estimated due to the nature of its assets and the Company’s stage of development. Due to these uncertainties, the Company concluded that it could not reasonably estimate the contingent consideration until shares were actually issued on March 13, 2018 and March 13, 2017. Because the issuance of shares on March 13, 2018 and 2017 occurred prior to the issuance of the December 31, 2017 and 2016 financial statements, respectively, the Company recorded approximately $ 9.6 4.4 |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurement The Company follows accounting guidance on fair value measurements for financial assets and liabilities measured at fair value on a recurring basis. Under the accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. |
Valuation Of Warrant Related To NSC Note [Policy Text Block] | Valuation of Warrant Related to NSC Note In accordance with ASC 815, the Company classified the fair value of the warrant (“Contingently Issuable Warrants”) that may have been granted in connection with the NSC Note transferred to the Company in various tranches from July 5, 2016 to October 25, 2016 as a derivative liability as there was a potential that the Company would not have a sufficient number of authorized common shares available to settle this instrument. The Company valued these Contingently Issuable Warrants using an option pricing model (which approximates intrinsic value) with estimates for an expected dividend yield, a risk-free interest rate, and expected volatility together with management’s estimate of the probability of issuance of the Contingently Issuable Warrants. At each reporting period, as long as the Contingently Issuable Warrants were potentially issuable and there was a potential for an insufficient number of authorized shares available to settle the Contingently Issuable Warrants, the Contingently Issuable Warrants should be revalued and any difference from the previous valuation date would be recognized as a change in fair value in the Company’s Statement of Operations. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation Expenses The Company expenses stock-based compensation to employees over the requisite service period based on the estimated grant-date fair value of the awards and forfeiture rates. For stock-based compensation awards to non-employees, the Company re-measures the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards are recognized as stock-based compensation expense in the period of change. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. |
Reclassified Equity Contracts [Policy Text Block] | Reclassified Equity Contracts The Company accounts for potential shares that can be converted to common stock and if converted, will be in excess of authorized shares, as a liability that is recorded on the balance sheet (at fair value) only until the authorized number of shares is increased (at which time the whole liability will be re-measured, with changes in value included in other income/(expense), and then reclassified to additional paid-in capital). The value of the liability was computed by valuing the securities that management believed were most likely to be converted. This liability is revalued at each reporting date with any change in value included in other income / (expense) until such time as enough shares are authorized to cover all potentially convertible instruments. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if management believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. The Company files a separate tax return under Sub-chapter C of the Internal Revenue Code. Prior to October 1, 2016, the Company was a subsidiary included in the consolidated tax return of Fortress Biotech, Inc. As a result of issuances of its common stock, the Company exited the consolidated tax group for federal and state income tax purposes. For financial reporting purposes, the Company calculated income tax provision and deferred income tax balances for the year ended December 31, 2016 as if it was a separate entity and had filed its own separate tax return under Sub-Chapter C of the Internal Revenue Code. On December 22, 2017, “H.R.1”, formerly known as the “Tax Cuts and Jobs Act”, was signed into law. Among other items, H.R.1 reduces the federal corporate tax rate to 21 35 |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period less unvested restricted stock. Since dividends are declared, paid and set aside among the holders of shares of common stock and Class A common shares pro-rata on an as-if-converted basis, the two-class method of computing net loss per share is not required. Diluted net loss per share does not reflect the effect of shares of common stock to be issued upon the exercise of warrants or outstanding Class A preferred shares, as their inclusion would be anti-dilutive. The table below summarizes potentially dilutive securities that were not considered in the computation of diluted net loss per share because they would be anti-dilutive. For the year ended December 31, For the period from 2017 2016 2015 Warrants (Note 8) 5,253,318 2,243,664 - Options (Note 8) 1,241,675 - - Class A Preferred Shares (Note 8) 250,000 250,000 - Unvested restricted stock awards (Note 8) 180,000 - - Unvested restricted stock units (Note 8) 134,000 - - Total 7,058,993 2,493,664 - |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Loss The Company has no components of other comprehensive loss, and therefore, comprehensive loss equals net loss. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In July 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815 ) . In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes ASC Topic 840, Leases (Topic 840) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash December 31, 2017 December 31, 2016 Cash and cash equivalents $ 34,975 $ 27,499 Restricted cash (long-term) 500 - Total cash, cash equivalents and restricted cash $ 35,475 $ 27,499 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments, In March 2016, the FASB issued ASU 2016-09 Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities |
Significant Accounting Polici20
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method [Table Text Block] | The table below summarizes potentially dilutive securities that were not considered in the computation of diluted net loss per share because they would be anti-dilutive. For the year ended December 31, For the period from 2017 2016 2015 Warrants (Note 8) 5,253,318 2,243,664 - Options (Note 8) 1,241,675 - - Class A Preferred Shares (Note 8) 250,000 250,000 - Unvested restricted stock awards (Note 8) 180,000 - - Unvested restricted stock units (Note 8) 134,000 - - Total 7,058,993 2,493,664 - |
Schedule of Cash and Cash Equivalents [Table Text Block] | December 31, 2017 December 31, 2016 Cash and cash equivalents $ 34,975 $ 27,499 Restricted cash (long-term) 500 - Total cash, cash equivalents and restricted cash $ 35,475 $ 27,499 |
License Agreements, Clinical 21
License Agreements, Clinical Research Support Agreements and Sponsored Research Agreements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
License Agreement Disclosure [Abstract] | |
Research and Development Arrangement, Contract to Perform for Others [Table Text Block] | For the years ended December 31, 2017, 2016, and 2015 the Company recorded the following expense in research and development for licenses acquired: For the year ended December 31, For the period from ($ in thousands) 2017 2016 2015 City of Hope CAR T $ - $ 1,683 $ 2,147 IL13Rα2 500 - - IV/ICV 125 - - PSCA 300 - - HER2 600 - - CS-1 600 - - Harvard University - CRISPR 250 - - Fortress PIK Dividend 9,558 4,396 190 UCLA - PSCA 200 - - Fred Hutch - CD20 300 - - Total $ 12,433 $ 6,079 $ 2,337 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following table summarizes NSC Note activities for the year ended December 31, 2016 ($ in thousands). NSC Note Payable Discount NSC Note Payable, January 1, 2016 balance $ - $ - $ - Proceeds from issuance of NSC Note 3,600 (129) 3,471 Issuance of warrants in conjunction with NSC debt - (634) (634) Amortization of debt discount - 192 192 Payoff of note (3,600) 571 (3,029) December 31, 2016 balance $ - $ - $ - |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative contingently issuable warrant liability ($ in thousands): Contingently Fair value, January 1, 2016 $ - Warrant liability associated with NCS debt 634 Change in fair value 159 Issuance of 138,462 warrants with a par value strike price (793) Fair value, December 31, 2016 $ - |
Equity Contracts [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table represents the activity for the Company's liability for common shares issuable for the years ended December 31, 2017 and 2016 ($ in thousands): Common Shares January 1, 2016 Balance $ - Liabilities reclassified 1,682 Change in fair value of liabilities reclassified - Liabilities reclassified to equity - December 31, 2016 Balance $ 1,682 Liabilities reclassified - Change in fair value of liabilities reclassified - Liabilities reclassified to equity (1,682) December 31, 2017 Balance $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Total future minimum lease payments under the lease are: ($ in thousands) 2018 $ 38 2019 264 2020 448 2021 462 2022 476 Beyond 1,947 Total minimum lease payments $ 3,635 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions [Table Text Block] | The fair value associated with the market award vesting was determined utilizing a binomial valuation methodology and the following assumptions: December 31, 2017 Risk-free interest rate 1.81% - 2.38 % Exercise Price $ 5.73 Expected term in years 5.5 - 10.0 Expected volatility 77.30% - 96.65 % |
Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option activities for the year ended December 31, 2017: Stock Options Weighted Average Weighted Average Nonvested at December 31, 2016 - $ - - Options granted 1,241,675 5.73 9.31 Options outstanding 1,241,675 5.73 9.31 Options vested and exercisable at December 31, 2017 - $ - - |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | A summary of warrant activities for years ended December 31, 2017 is presented below: Warrants Weighted Average Weighted Average Outstanding as of December 31, 2016 2,243,664 $ 7.98 5.16 Granted 3,013,770 8.50 4.09 Exercised (4,116) - - Outstanding as of December 31, 2017 5,253,318 $ 8.28 3.89 |
Restricted Stock [Member] | |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | The following table summarizes restricted stock award activities for the year ended December 31, 2017: Number of Shares Weighted Average Nonvested at December 31, 2016 - $ - Granted 180,000 5.73 Nonvested at December 31, 2017 180,000 $ 5.73 |
Restricted Stock Units (RSUs) [Member] | |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | The following table summarizes restricted stock units activities for the year ended December 31, 2017: Number of Units Weighted Average Nonvested at December 31, 2016 - $ - Granted 134,000 6.53 Nonvested at December 31, 2017 134,000 $ 6.53 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate is as follows: For the year ended December 31, For the period 2017 2016 2015 Statutory federal income tax rate 35 % 35 % 35 % State taxes, net of federal tax benefit 9 % 13 % 5 % Non-deductible items (2) % (3) % (2) % Credits - - 1 % Federal tax rate change (18) % - - State tax rate change (1) % 1 % - Other (1) % 1 % - Change in valuation allowance (22) % (47) % (39) % Income taxes provision (benefit) - - - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of the net deferred tax asset as of December 31, 2017 and 2016 are the following ($ in thousands): For the year ended December 31, 2017 2016 Deferred tax assets: Net operating loss carryovers $ 7,236 $ 3,310 Stock compensation and other 697 301 Change in warrant liability 50 76 Amortization of license 6,424 3,848 Accruals and reserves 22 - Startup costs 8 13 Tax credits 178 89 Total deferred tax assets $ 14,615 $ 7,637 Less valuation allowance (14,615) (7,637) Deferred tax assets, net of allowance $ - $ - |
Quarterly Financial Informati27
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Information [Table Text Block] | (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2017 Total Revenue $ - $ - $ - $ - Operating expenses $ 3,306 $ 5,665 $ 7,084 $ 15,730 Other income/(expense) $ 88 $ 136 $ 144 $ 129 Net loss $ (3,218) $ (5,529) $ (6,940) $ (15,601) Basic and diluted net loss per common share $ (0.14) $ (0.21) $ (0.27) $ (0.61) 2016 Total Revenue $ - $ - $ - $ - Operating expenses $ 822 $ 1,040 $ 1,670 $ 7,831 Other income/(expense) $ (81) $ (93) $ (200) $ (917) Net loss $ (903) $ (1,133) $ (1,870) $ (8,748) Basic and diluted net loss per common share $ (0.09) $ (0.11) $ (0.19) $ (0.64) |
Organization and Description 28
Organization and Description of Business (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Ownership Interests [Line Items] | ||
Retained Earnings (Accumulated Deficit) | $ (48,408) | $ (17,120) |
Significant Accounting Polici29
Significant Accounting Policies (Details) - shares | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Potentially Dilutive Securities | 0 | 7,058,993 | 2,493,664 |
Unvested restricted stock awards [Member] | |||
Potentially Dilutive Securities | 0 | 180,000 | 0 |
Unvested restricted stock units [Member] | |||
Potentially Dilutive Securities | 0 | 134,000 | 0 |
Class A Preferred Shares [Member] | |||
Potentially Dilutive Securities | 0 | 250,000 | 250,000 |
Options [Member] | |||
Potentially Dilutive Securities | 0 | 1,241,675 | 0 |
Warrants [Member] | |||
Potentially Dilutive Securities | 0 | 5,253,318 | 2,243,664 |
Significant Accounting Polici30
Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 13, 2015 |
Cash and cash equivalents | $ 34,975 | $ 27,499 | ||
Restricted cash (long-term) | 500 | 0 | ||
Total cash, cash equivalents and restricted cash | $ 35,475 | $ 27,499 | $ 0 | $ 0 |
Significant Accounting Polici31
Significant Accounting Policies (Details Textual) - USD ($) $ in Millions | Mar. 13, 2017 | Jul. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Research and Development Asset Acquired Other than Through Business Combination, Fair Value Acquired | $ 9.6 | ||||||
Property Plant And Equipment Design Costs Capitalized | 1.2 | ||||||
Certificates of Deposit, at Carrying Value | $ 40 | ||||||
Certificates Of Deposits, 250,000 or Less, Description | the Company had approximately $40.0 million in certificates of deposit with no more than $250,000 at any individual institution. | ||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% | ||||
Scenario, Plan [Member] | |||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||||||
Held-to-maturity Securities [Member] | |||||||
Time Deposits, at Carrying Value | $ 26 | ||||||
Cash and Cash Equivalents [Member] | |||||||
Time Deposits, at Carrying Value | $ 14 | ||||||
Fortress Biotech, Inc [Member] | |||||||
Annual Fee On Diluted Outstanding Equity, Percentage | 2.50% | ||||||
Research and Development Asset Acquired Other than Through Business Combination, Fair Value Acquired | $ 0.2 | $ 9.6 | $ 4.4 | ||||
Stock Issued During Period, Shares, Issued for Services | 767,264 | ||||||
Series A Preferred Stock [Member] | |||||||
Stock Issued During Period, Shares, Issued for Services | 0 | 0 | |||||
Series A Preferred Stock [Member] | Fortress Biotech, Inc [Member] | |||||||
Stock Issued During Period, Shares, Issued for Services | 250,000 | ||||||
Preferred Stock, Dividend Rate, Percentage | 2.50% |
License Agreements, Clinical 32
License Agreements, Clinical Research Support Agreements and Sponsored Research Agreements (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Research and development - licenses acquired | $ 2,337 | $ 2,337 | $ 12,433 | $ 6,079 |
CART [Member] | ||||
Research and development - licenses acquired | 2,147 | 0 | 1,683 | |
IL13Ra2 [Member] | ||||
Research and development - licenses acquired | 0 | 500 | 0 | |
IV/ICV [Member] | ||||
Research and development - licenses acquired | 0 | 125 | 0 | |
PSCA [Member] | ||||
Research and development - licenses acquired | 0 | 300 | 0 | |
HER2 [Member] | ||||
Research and development - licenses acquired | 0 | 600 | 0 | |
CS1 [Member] | ||||
Research and development - licenses acquired | 0 | 600 | 0 | |
CRISPR [Member] [Member] | ||||
Research and development - licenses acquired | 0 | 250 | 0 | |
Fortress PIK Dividend [Member] | ||||
Research and development - licenses acquired | 190 | 9,558 | 4,396 | |
UCLA [Member] | ||||
Research and development - licenses acquired | 0 | 200 | 0 | |
Fred Hutch CD20 [Member] | ||||
Research and development - licenses acquired | $ 0 | $ 300 | $ 0 |
License Agreements, Clinical 33
License Agreements, Clinical Research Support Agreements and Sponsored Research Agreements (Details Textual) - USD ($) | Jul. 03, 2017 | Nov. 20, 2017 | May 31, 2017 | Mar. 31, 2017 | Mar. 17, 2017 | Feb. 28, 2017 | Oct. 31, 2016 | Apr. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 28, 2017 | Jul. 31, 2016 |
Research And Development Expense, Sponsored Research Payment | $ 800,000 | |||||||||||||
Research and Development Expense | $ 100,000 | |||||||||||||
Common Stock, Shares, Outstanding | 25,236,255 | 15,165,244 | ||||||||||||
Professional Fees | $ 120,000 | $ 120,000 | ||||||||||||
Stock Issued During Period, Value, Purchase of Assets | $ 147,000 | $ 1,682,000 | ||||||||||||
Proceeds from Issuance of Private Placement | $ 10,000,000 | |||||||||||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||||||||||
Psca Technology License [Member] | ||||||||||||||
Payment Of Upfront Fees | $ 300,000 | |||||||||||||
Revenue Recognition Milestone Method Payments Due | 14,900,000 | |||||||||||||
Maintenance Costs | 50,000 | |||||||||||||
Cs Technology License [Member] | ||||||||||||||
Payment Of Upfront Fees | 600,000 | |||||||||||||
Revenue Recognition Milestone Method Payments Due | 14,900,000 | |||||||||||||
Maintenance Costs | 50,000 | |||||||||||||
IL13Ra2 [Member] | ||||||||||||||
Research and Development Expense | $ 1,400,000 | |||||||||||||
Harvard College License [Member] | ||||||||||||||
Payment Of Upfront Fees | $ 300,000 | |||||||||||||
Other Commitment, Due in Next Twelve Months | 25,000 | |||||||||||||
Other Commitment, Due in Third Year | 100,000 | |||||||||||||
Other Commitment, Due in Second Year | 50,000 | |||||||||||||
Development Milestones Method Additional Payments Due | $ 16,700,000 | |||||||||||||
CD123 CRA [Member] | ||||||||||||||
Research and Development Expense | $ 1,400,000 | |||||||||||||
Stephen Forman [Member] | ||||||||||||||
Annual Consulting Fees | $ 60,000 | |||||||||||||
Christine Brown [Member] | ||||||||||||||
Annual Consulting Fees | 60,000 | |||||||||||||
University of California [Member] | ||||||||||||||
Development Milestones Method Additional Payments Due | $ 14,300,000 | |||||||||||||
University of California [Member] | UCLA License [Member] | ||||||||||||||
Payment Of Upfront Fees | 200,000 | |||||||||||||
Other Commitment, Due in Next Twelve Months | 15,000 | |||||||||||||
Other Commitment, Due in Fifth Year | 50,000 | |||||||||||||
Other Commitment, Due in Fourth Year | $ 25,000 | |||||||||||||
City Of Hope [Member] | ||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 100,000 | |||||||||||||
Stock Issued During Period, Shares, Purchase of Assets | 293,588 | |||||||||||||
Payments for Other Fees | $ 100,000 | |||||||||||||
City Of Hope [Member] | Intellectual Property [Member] | ||||||||||||||
Payment Of Upfront Fees | $ 2,000,000 | |||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.00% | |||||||||||||
Stock Issued During Period, Shares, Purchase of Assets | 1,000,000 | |||||||||||||
City Of Hope [Member] | Intellectual Property [Member] | Maximum [Member] | ||||||||||||||
Royalty Expense | $ 1,000,000 | |||||||||||||
City Of Hope [Member] | Commitment One [Member] | Intellectual Property [Member] | ||||||||||||||
Development Milestones Method Additional Payments Due | 2,000,000 | |||||||||||||
City Of Hope [Member] | Commitment Two [Member] | Intellectual Property [Member] | ||||||||||||||
Development Milestones Method Additional Payments Due | 14,500,000 | |||||||||||||
City Of Hope [Member] | AR CD123 License [Member] | ||||||||||||||
Payment Of Upfront Fees | 19,450 | |||||||||||||
Revenue Recognition Milestone Method Payments Due | 14,500,000 | |||||||||||||
Research And Development Expense, Sponsored Research Payment | 200,000 | |||||||||||||
Research and Development Expense | $ 0 | |||||||||||||
Licensing Arrangements Additional Costs Incurred | 97,490 | |||||||||||||
Maintenance Costs | 25,000 | |||||||||||||
City Of Hope [Member] | IL License [Member] | ||||||||||||||
Revenue Recognition Milestone Method Payments Due | 14,500,000 | |||||||||||||
Maintenance Costs | 25,000 | |||||||||||||
City Of Hope [Member] | Her2 Technology License [Member] | ||||||||||||||
Payment Of Upfront Fees | 600,000 | |||||||||||||
Revenue Recognition Milestone Method Payments Due | 14,900,000 | |||||||||||||
Maintenance Costs | $ 50,000 | |||||||||||||
City Of Hope [Member] | Spacer License [Member] | ||||||||||||||
Maintenance Costs | 10,000 | |||||||||||||
City Of Hope [Member] | IL13Ra2 [Member] | ||||||||||||||
Payment Of Upfront Fees | 9,300 | |||||||||||||
Research And Development Expense, Sponsored Research Payment | 200,000 | |||||||||||||
Research and Development Expense | 0 | |||||||||||||
Licensing Arrangements Additional Costs Incurred | $ 100,000 | |||||||||||||
City Of Hope [Member] | Sponsored Research Agreement [Member] | ||||||||||||||
Research and Development Expense | $ 2,000,000 | $ 1,500,000 | 2,000,000 | $ 2,000,000 | ||||||||||
Fred Hutchinson Cancer Research Center [Member] | CD20 Technology License [Member] | ||||||||||||||
Payment Of Upfront Fees | $ 300,000 | |||||||||||||
Maintenance Costs | 50,000 | |||||||||||||
Development Milestones Method Additional Payments Due | 39,100,000 | |||||||||||||
Fred Hutchinson Cancer Research Center [Member] | CD20 Clinical Agreement [Member] | ||||||||||||||
Research And Development Expense, Sponsored Research Payment | $ 5,300,000 | |||||||||||||
Research and Development Expense | $ 600,000 | |||||||||||||
Common Class A [Member] | ||||||||||||||
Stock Issued During Period, Shares, Purchase of Assets | 1,000,000 | 0 | ||||||||||||
Common Stock, Shares, Outstanding | 1,000,000 | 1,000,000 | ||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 5.00% | |||||||||||||
Stock Issued During Period, Value, Purchase of Assets | $ 0 | $ 0 | ||||||||||||
Common Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||||||||||
Common Class A [Member] | City Of Hope [Member] | ||||||||||||||
Stock Issued During Period, Shares, Purchase of Assets | 293,588 | |||||||||||||
Common Class A [Member] | City Of Hope [Member] | Market Approach Valuation Technique [Member] | ||||||||||||||
Stock Granted During Period, Value Per Share Determined | $ 5.73 | |||||||||||||
Stock Issued During Period, Value, Purchase of Assets | $ 1,700,000 | |||||||||||||
Common Class A [Member] | City Of Hope [Member] | Intellectual Property [Member] | ||||||||||||||
Research and Development Expense | $ 100,000 | |||||||||||||
Stock Granted During Period, Valuation Inputs, Weighted Marketability Rate | 44.80% | |||||||||||||
Stock Granted During Period, Valuation Inputs, Weighted Average Cost of Capital | 30.00% | |||||||||||||
Common Class A [Member] | City Of Hope [Member] | Intellectual Property [Member] | Discounted Cash Flow Model [Member] | ||||||||||||||
Stock Granted During Period, Value Per Share Determined | $ 0.147 | |||||||||||||
Stock Issued During Period, Value, Purchase of Assets | $ 100,000 |
Related Party Agreements (Detai
Related Party Agreements (Details Textual) - USD ($) | Jun. 08, 2017 | Apr. 08, 2016 | Mar. 13, 2016 | Sep. 30, 2016 | Jul. 26, 2016 | May 17, 2016 | Sep. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Proceeds from Related Party Debt | $ 3,571,000 | $ 0 | $ 2,221,000 | ||||||||
Founders Agreement Term | 15 years | ||||||||||
Additional Consideration Under Founders Agreement Description | (i) pay an equity fee in shares of common stock, payable within five (5) business days of the closing of any equity or debt financing for Mustang that occurs after the effective date of the Mustang Founders Agreement and ending on the date when Fortress no longer has majority voting control in the Company’s voting equity, equal to two and one-half (2.5%) of the gross amount of any such equity or debt financing; and (ii) pay a cash fee equal to four and one-half percent (4.5%) of the Company’s annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a Change in Control, the Company will pay a one-time change in control fee equal to five (5x) times the product of (A) net sales for the twelve (12) months immediately preceding the change in control and (B) four and one-half percent (4.5%) (see Note 8). | ||||||||||
Annual Fees Expenses On Founders Agreement | $ 400,000 | 500,000 | 500,000 | ||||||||
Professional Fees | $ 120,000 | $ 120,000 | |||||||||
Common Stock, Shares, Outstanding | 25,236,255 | 15,165,244 | |||||||||
Officers' Compensation | $ 25,052 | ||||||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 2,012,000 | ||||||||||
Restricted Stock [Member] | |||||||||||
Allocated Share-based Compensation Expense | $ 900,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 180,000 | ||||||||||
Private Placement [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,500 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.50 | $ 8.50 | $ 8.50 | ||||||||
Director [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | Dr. Rosenwald will receive a cash fee of $50,000 per year paid quarterly and an annual stock award of the greater of (i) a number of shares of common stock having a fair market value on the grant date of $50,000 or (ii) 10,000 shares of common stock, which shares shall vest and become non-forfeitable on the third anniversary of the grant date, subject to continued service on the Board on such date. | ||||||||||
Allocated Share-based Compensation Expense | $ 10,000 | ||||||||||
Director [Member] | Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 10,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 180,000 | 10,000 | |||||||||
Board of Directors Chairman [Member] | |||||||||||
Professional Fees | $ 70,800 | ||||||||||
Allocated Share-based Compensation Expense | 10,800 | ||||||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 50,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,000 | ||||||||||
Board of Directors Chairman [Member] | Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 10,000 | ||||||||||
Fortress Biotech, Inc [Member] | |||||||||||
Proceeds from Related Party Debt | $ 2,000,000 | ||||||||||
Annual Consulting Fees | $ 500,000 | ||||||||||
Increase In Annual Consulting Fees | $ 1,000,000 | ||||||||||
Excess In Net Assets Value | 100,000,000 | ||||||||||
Chord Advisors, LLC [Member] | |||||||||||
Back Office Accounting Functions Expenses | $ 5,000 | ||||||||||
Accounting Analysis And Financial Reporting Fees | $ 7,500 | ||||||||||
Professional Fees | $ 92,000 | $ 48,000 | |||||||||
National Holdings, Inc. [Member] | |||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 56.60% | 56.60% | |||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 3,600,000 | $ 5,600,000 | $ 4,000,000 | ||||||||
Notes Issued, Placement Fees Percentage | 10.00% | ||||||||||
Percentage Of Placement Agent Fees Payable | 10.00% | ||||||||||
Percentage Of Warrants Issuable On Offering Price | 10.00% | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 861,077 | 601,486 | |||||||||
Class Of Warrant Or Right Expiration Period | 5 years | ||||||||||
Advisor [Member] | |||||||||||
Annual Consulting Fees | $ 60,000 | ||||||||||
City Of Hope [Member] | |||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 5.00% | ||||||||||
Common Class B [Member] | |||||||||||
Conversion of Stock, Shares Converted | 7,250,000 | ||||||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 0 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Preferred Stock, Voting Rights | Each share of Class A Preferred Stock is convertible, at Fortress’ option, into one fully paid and nonassessable share of Mustang common stock, subject to certain adjustments. As holders of Class A Preferred Stock, Fortress will receive on each March 13 (each a “PIK Dividend Payment Date”) until the date all outstanding Class A Preferred Stock is converted into common stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of common stock (“PIK Dividends”) such that the aggregate number of shares of common stock issued pursuant to such PIK Dividend is equal to two and one-half percent (2.5%) of Mustang’s fully-diluted outstanding capitalization on the date that is one (1) business day prior to any PIK Dividend Payment Date. | ||||||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 0 | ||||||||||
Convertible Common Stock [Member] | |||||||||||
Conversion of Stock, Shares Issued | 7,000,000 | ||||||||||
Common Stock A One [Member] | City Of Hope [Member] | |||||||||||
Common Stock, Shares, Outstanding | 1,000,000 | ||||||||||
Common Stock A Two [Member] | City Of Hope [Member] | |||||||||||
Common Stock, Shares, Outstanding | 293,588 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Proceeds From Notes Payable, Gross | $ 0 | $ 0 | $ (3,600) |
Amortization of debt discount | 0 | 0 | 763 |
NSC Note Payable Net, Amortization of debt discount | 0 | 0 | 763 |
NSC Note [Member] | |||
Debt Instrument [Line Items] | |||
NSC Note Payable, beginning balance | 0 | 0 | |
Proceeds From Notes Payable, Gross | 3,600 | ||
NSC Note Payable, Payoff of note | (3,600) | ||
NSC Note Payable, ending balance | 0 | 0 | |
Discount, beginning balance | 0 | 0 | |
Proceeds from issuance of NSC Note | (129) | ||
Issuance of warrants in conjunction with NSC debt | (634) | ||
Amortization of debt discount | 192 | ||
Discount, Payoff of note | 571 | ||
Discount, ending balance | 0 | 0 | |
NSC Note Payable Net , beginning balance | $ 0 | 0 | |
Proceeds from issuance of NSC Note | 3,471 | ||
NSC Note Payable Net, Issuance of warrants in conjunction with NSC debt | (634) | ||
NSC Note Payable Net, Amortization of debt discount | 192 | ||
NSC Note Payable Net, Repayments of Notes Payable | (3,029) | ||
NSC Note Payable Net, ending balance | $ 0 | $ 0 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 10 Months Ended | 12 Months Ended | |||
Jul. 05, 2016 | Jul. 29, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||||||
Class of Warrants Or Rights Issued, Warrants Term | 10 years | |||||
Interest Expense, Debt | $ 0 | $ 8,000 | $ 895,000 | |||
Amortization of Debt Discount (Premium) | 0 | $ 0 | $ 763,000 | |||
Working Capital Promissory Note [Member] | Fortress Biotech, Inc [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||
Notes Payable, Related Parties, Current | $ 320,000 | |||||
Interest Expense, Debt | $ 168,000 | $ 253,000 | ||||
National Securities Corporation Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||
Interest Expense, Debt | $ 140,000 | |||||
Percentage Of Contingently Issuable Warrants On Indebtedness Transferred | 25.00% | |||||
Debt Instrument, Face Amount | $ 3,600,000 | |||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 129,000 | |||||
Amortization of Debt Discount (Premium) | $ 763,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 23.10% | |||||
Debt Instrument, Unamortized Discount | $ 634,000 | |||||
National Securities Corporation Note [Member] | Fortress Biotech, Inc [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from Issuance of Debt | $ 10,000,000 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Warrant [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value, Beginning balance | $ 0 |
Warrant liability associated with NCS debt | 634 |
Change in fair value | 159 |
Issuance of 138,462 warrants with a par value strike price | (793) |
Fair value, Ending balance | $ 0 |
Fair Value Measurement (Detai38
Fair Value Measurement (Details 1) - Equity Contracts [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Beginning balance | $ 1,682 | $ 0 |
Liabilities reclassified | 0 | 1,682 |
Change in value of liabilities reclassified | 0 | 0 |
Liabilities reclassified to equity | (1,682) | 0 |
Fair value, Ending balance | $ 0 | $ 1,682 |
Fair Value Measurement (Detai39
Fair Value Measurement (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights, Description | If the Company has an initial public offering and raises sufficient equity capital so that it has cash equal to five times the amount of the portion of the proceeds of the NSC Note transferred to it, then NSC will receive a warrant to purchase the Companys stock equal to 25% of the outstanding note divided by the lowest price the Company sells its equity in its first third party financing | |
Class Of Warrant Or Right, Warrants Issued | 138,462 |
Commitments and Contingencies40
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 38 |
2,019 | 264 |
2,020 | 448 |
2,021 | 462 |
2,022 | 476 |
Beyond | 1,947 |
Total minimum lease payments | $ 3,635 |
Commitments and Contingencies41
Commitments and Contingencies (Details Textual) $ in Millions | Jan. 15, 2016 | Nov. 30, 2017USD ($) | Oct. 27, 2017USD ($)a | Dec. 31, 2017USD ($)shares |
Loss Contingencies [Line Items] | ||||
Number Of Shares To Be Issued Upon Legal Settlement | shares | 200,000 | |||
Litigation Settlement, Expense | $ 0.2 | |||
Litigation Settlement, Amount Awarded to Other Party | $ 2 | |||
Operating Leases, Rent Expense, Sublease Rentals | $ 0.6 | |||
Operating Leases, Rent Expense, Net | 3.6 | |||
Land Improvements | $ 3.5 | |||
Land Subject to Ground Leases | a | 27,043 | |||
Security Deposit | $ 0.8 | |||
Increase (Decrease) in Security Deposits | 1.3 | |||
Letter of Credit [Member] | ||||
Loss Contingencies [Line Items] | ||||
Security Deposit | 0.5 | |||
Increase (Decrease) in Security Deposits | 1 | |||
Cash [Member] | ||||
Loss Contingencies [Line Items] | ||||
Security Deposit | 0.3 | |||
Increase (Decrease) in Security Deposits | $ 0.3 | |||
City Of Hope [Member] | ||||
Loss Contingencies [Line Items] | ||||
Failed Contingency Damages Awarded Percentage | 15.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 12 Months Ended |
Dec. 31, 2017$ / shares | |
Exercise Price | $ 5.73 |
Maximum [Member] | |
Risk-free interest rate | 2.38% |
Expected term in years | 10 years |
Expected volatility | 96.65% |
Minimum [Member] | |
Risk-free interest rate | 1.81% |
Expected term in years | 5 years 6 months |
Expected volatility | 77.30% |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Nonvested at December 31, 2016 | 0 | |
Options granted | 1,241,675 | |
Number of Nonvested at December 31, 2017 | 1,241,675 | 0 |
Options vested and exercisable at December 31, 2017 | 0 | |
Weighted Average Exercise Price, Nonvested Beginning Balance | $ 0 | |
Weighted Average Exercise Price, Options granted | 5.73 | |
Weighted Average Exercise Price, Options outstanding | 5.73 | |
Weighted Average Exercise Price, Options vested and exercisable | $ 0 | |
Weighted Average Remaining Contractual Life, Options outstanding (in years) | 9 years 3 months 22 days | 0 years |
Weighted Average Remaining Contractual Life, Options granted (in years) | 9 years 3 months 22 days | |
Weighted Average Remaining Contractual Life, Options vested and exercisable (in years) | 0 years |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Restricted Stock Units (RSUs) [Member] | |
Number of Nonvested at December 31, 2016 | shares | 0 |
Number of Granted | shares | 134,000 |
Number of Nonvested at December 31, 2017 | shares | 134,000 |
Weighted Average Grant Date Fair Value Nonvested at December 31, 2016 | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value Granted | $ / shares | 6.53 |
Weighted Average Grant Date Fair Value Nonvested at December 31, 2017 | $ / shares | $ 6.53 |
Restricted Stock [Member] | |
Number of Nonvested at December 31, 2016 | shares | 0 |
Number of Granted | shares | 180,000 |
Number of Nonvested at December 31, 2017 | shares | 180,000 |
Weighted Average Grant Date Fair Value Nonvested at December 31, 2016 | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value Granted | $ / shares | 5.73 |
Weighted Average Grant Date Fair Value Nonvested at December 31, 2017 | $ / shares | $ 5.73 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Outstanding as of December 31, 2016 | 2,243,664 | |
Warrants, Granted | 3,013,770 | |
Warrants, Exercised | (4,116) | |
Warrants, Outstanding as of December 31, 2017 | 5,253,318 | 2,243,664 |
Weighted Average Exercise Price, Outstanding as of December 31, 2016 | $ 7.98 | |
Weighted Average Exercise Price, Granted | 8.50 | |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Exercise Price, Outstanding as of December 31, 2017 | $ 8.28 | $ 7.98 |
Weighted Average Remaining Contractual Life, Granted (in years) | 4 years 1 month 2 days | |
Weighted Average Remaining Contractual Life, Exercised (in years) | 0 years | |
Weighted Average Remaining Contractual Life, Outstanding (in years) | 3 years 10 months 20 days | 5 years 1 month 28 days |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Aug. 03, 2017 | Jun. 08, 2017 | Apr. 07, 2017 | Mar. 13, 2017 | Dec. 12, 2016 | Mar. 13, 2016 | Apr. 24, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Dec. 29, 2016 | Nov. 30, 2016 | Oct. 31, 2016 | Oct. 25, 2016 | Sep. 30, 2016 | Jul. 31, 2016 | Jul. 27, 2016 | Mar. 17, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 13, 2018 | Mar. 12, 2018 | Aug. 31, 2017 | Jul. 26, 2016 | Apr. 30, 2015 | Mar. 12, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 25,236,255 | 15,165,244 | ||||||||||||||||||||||||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
Common Stock, Voting Rights | 1.1 | |||||||||||||||||||||||||||
Warrants Issued | 16,000 | 2,134,193 | ||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 0 | $ 50,296,000 | $ 35,008,000 | |||||||||||||||||||||||||
Payments for Underwriting Expense | $ 1,400,000 | |||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 834,756 | 767,264 | ||||||||||||||||||||||||||
Common Stock, Value, Subscriptions | $ 9,558,000 | $ 4,396,000 | ||||||||||||||||||||||||||
Shares, Outstanding | ||||||||||||||||||||||||||||
Class Of Warrant Or Right, Warrants Issued | 138,462 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 55,970,000 | $ 39,098,000 | ||||||||||||||||||||||||||
Payments of Stock Issuance Costs | 0 | $ 5,674,000 | $ 4,090,000 | |||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,700,000 | |||||||||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 10,000,000 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The remaining 50% (the Performance Options) vest and become exercisable upon the occurrence of the following milestones being achieved: (i) 25% of the Performance Options vest upon the dosing of the first patient in the first Phase 2 clinical trial of any Company product candidate, (ii) 25% of the Performance Options vest upon the dosing of the first patient in the first Phase 2 clinical trial of a second Company product candidate, (iii) 25% of the Performance Options vest upon the Companys achievement of a fully-diluted market capitalization of $500,000,000 and (iv) 25% of the Performance Options vest upon the Companys achievement of a fully-diluted market capitalization of $1,000,000,000. | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 5.73 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||||||||||
Class Of Warrant Or Right, Percentage Of Warrant Issued | 25.00% | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 5.73 | |||||||||||||||||||||||||||
Research and Development Asset Acquired Other than Through Business Combination, Fair Value Acquired | $ 9,600,000 | |||||||||||||||||||||||||||
Share-based Compensation | $ 0 | $ 0 | 2,012,000 | $ 0 | ||||||||||||||||||||||||
Research and Development Expense | $ 100,000 | |||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 11.45 | |||||||||||||||||||||||||||
Incentive Plan 2016 [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,000,000 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 444,325 | |||||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 10,000 | |||||||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 900,000 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 180,000 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 3 months 11 days | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 5.73 | |||||||||||||||||||||||||||
Restricted Stock [Member] | Director [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 180,000 | 10,000 | ||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 500,000 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 134,000 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.53 | |||||||||||||||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Repurchased During Period, Shares | 1,041,675 | |||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 1,900,000 | |||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 5.73 | $ 5.73 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 200,000 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 5 months 5 days | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 10.98 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeiture Rate | 0.00% | |||||||||||||||||||||||||||
Capital Unit [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Percentage Of Placement Agent Fee | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 477,000 | 632,246 | 1,900,215 | 1,090,580 | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.50 | $ 8.50 | $ 8.50 | $ 8.50 | ||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 65,000 | $ 65,000 | $ 65,000 | $ 65,000 | ||||||||||||||||||||||||
Class Of Warrant Or Right, Warrants Term | five-year term | five-year term | five-year term | five-year term | ||||||||||||||||||||||||
Class Of Warrant Or Right, Warrants Issued | 119,250 | 158,062 | 475,053 | 272,645 | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 3,100,000 | $ 4,100,000 | $ 12,400,000 | |||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 310,000 | $ 410,000 | $ 1,200,000 | $ 109,058 | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 2,500 | 2,500 | 2,500 | 2,500 | ||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 478,708 | |||||||||||||||||||||||||||
Warrant [Member] | Capital Unit [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,000 | |||||||||||||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 1,200,000 | $ 862,000 | ||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,914,833 | 7,000,000 | ||||||||||||||||||||||||||
Common Stock [Member] | Capital Unit [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||||||
Unregistered Common Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 64,000 | 8,536,774 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 250,000 | 250,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 250,000 | 0 | 0 | |||||||||||||||||||||||||
Shares, Outstanding | 0 | 0 | 250,000 | 250,000 | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 0 | $ 0 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 0 | 0 | ||||||||||||||||||||||||||
Common Class B [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 15,000,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 0 | 0 | ||||||||||||||||||||||||||
Shares, Outstanding | 7,000,000 | 7,000,000 | 0 | 0 | ||||||||||||||||||||||||
Stock Repurchased and Retired During Period, Shares | 7,200,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 0 | $ 0 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 0 | 250,000 | ||||||||||||||||||||||||||
Common Class A [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||
Common Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 0 | 0 | ||||||||||||||||||||||||||
Shares, Outstanding | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 0 | $ 0 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 0 | 0 | ||||||||||||||||||||||||||
Preferred Class A [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 250,000 | |||||||||||||||||||||||||||
Fortress Biotech, Inc [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 365,639 | |||||||||||||||||||||||||||
Shares Of Common Stock, Percentage | 2.50% | |||||||||||||||||||||||||||
Common Stock, Value, Subscriptions | $ 900 | |||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 5.73 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 767,264 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 4,400,000 | |||||||||||||||||||||||||||
Research and Development Asset Acquired Other than Through Business Combination, Fair Value Acquired | $ 200,000 | $ 9,600,000 | $ 4,400,000 | |||||||||||||||||||||||||
Percentage of issued shares in diluted outstanding shares | 2.50% | |||||||||||||||||||||||||||
Fortress Biotech, Inc [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Shares Of Common Stock, Percentage | 2.50% | |||||||||||||||||||||||||||
Percentage of issued shares in diluted outstanding shares | 2.50% | |||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 834,756 | |||||||||||||||||||||||||||
Fortress Biotech, Inc [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Shares Of Common Stock, Percentage | 2.50% | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 982,533 | 150,370 | ||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 2,000,000 | |||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 11.45 | |||||||||||||||||||||||||||
Research and Development Expense | $ 9,600,000 | |||||||||||||||||||||||||||
Fortress Biotech, Inc [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 250,000 | |||||||||||||||||||||||||||
Fortress Biotech, Inc [Member] | Common Class B [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 250,000 | |||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 7,000,000 | |||||||||||||||||||||||||||
Diluted Outstanding Equity, Percentage | 2.50% | |||||||||||||||||||||||||||
Fortress Biotech, Inc [Member] | Common Stock B One [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 250,000 | |||||||||||||||||||||||||||
Percentage of issued shares in diluted outstanding shares | 2.50% | |||||||||||||||||||||||||||
Research and Development Expense | $ 37,000 | |||||||||||||||||||||||||||
Fortress Biotech, Inc [Member] | Common Stock B Two [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 767,264 | |||||||||||||||||||||||||||
Percentage of issued shares in diluted outstanding shares | 2.50% | |||||||||||||||||||||||||||
Research and Development Expense | $ 4,400,000 | |||||||||||||||||||||||||||
National Holdings Corporation [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Warrants Issued | 2,500 | |||||||||||||||||||||||||||
National Holdings Corporation [Member] | Unregistered Common Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,000 | |||||||||||||||||||||||||||
City of Hope National Medical Center [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 293,588 | |||||||||||||||||||||||||||
City of Hope National Medical Center [Member] | Original Agreement [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Payment Of Upfront Fees | $ 2,000,000 | |||||||||||||||||||||||||||
City of Hope National Medical Center [Member] | Common Stock [Member] | Original Agreement [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Shares, Issued | 293,588 | |||||||||||||||||||||||||||
City of Hope National Medical Center [Member] | Common Class A [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Shares, Issued | 1,000,000 | |||||||||||||||||||||||||||
City of Hope National Medical Center [Member] | Common Class A [Member] | Original Agreement [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.00% | |||||||||||||||||||||||||||
Shares, Outstanding | 1,000,000 | |||||||||||||||||||||||||||
National Securities, Inc [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Percentage Of Placement Agent Fee | 10.00% | |||||||||||||||||||||||||||
Percentage Of Shares Issued To Placement Agent | 10.00% | 10.00% | ||||||||||||||||||||||||||
Warrants Issued | 1,000 | 6,400 | 853,677 | |||||||||||||||||||||||||
National Securities, Inc [Member] | Capital Unit [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 710,000 | |||||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Percentage Of Shares Issued To Placement Agent | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||
Warrant Purchase Price Per Unit | $ 65,000 | |||||||||||||||||||||||||||
Warrants Issued | 47,700 | 63,224 | 190,021 | 191,483 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,000 | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,500 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.50 | $ 8.50 | $ 8.50 | |||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 12,400,000 | |||||||||||||||||||||||||||
Payments for Underwriting Expense | $ 1,300,000 | |||||||||||||||||||||||||||
Private Placement [Member] | Capital Unit [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 7,100,000 | |||||||||||||||||||||||||||
Private Placement [Member] | National Holdings Corporation [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Percentage Of Placement Agent Fee | 10.00% | 10.00% | ||||||||||||||||||||||||||
Percentage Of Shares Issued To Placement Agent | 10.00% | 10.00% | ||||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 42,000 | $ 5,500,000 | ||||||||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 65,000 | $ 400,000 | $ 55,500,000 |
Income Taxes (Details)
Income Taxes (Details) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statutory federal income tax rate | 35.00% | 35.00% | 35.00% |
State taxes, net of federal tax benefit | 5.00% | 9.00% | 13.00% |
Non-deductible items | (2.00%) | (2.00%) | (3.00%) |
Credits | 1.00% | 0.00% | 0.00% |
Federal tax rate change | 0.00% | (18.00%) | 0.00% |
State tax rate change | 0.00% | (1.00%) | 1.00% |
Other | 0.00% | (1.00%) | 1.00% |
Change in valuation allowance | (39.00%) | (22.00%) | (47.00%) |
Income taxes provision (benefit) | 0.00% | 0.00% | 0.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryovers | $ 7,236 | $ 3,310 |
Stock compensation and other | 697 | 301 |
Change in warrant liability | 50 | 76 |
Amortization of license | 6,424 | 3,848 |
Accruals and reserves | 22 | 0 |
Startup costs | 8 | 13 |
Tax credits | 178 | 89 |
Total deferred tax assets | 14,615 | 7,637 |
Less valuation allowance | (14,615) | (7,637) |
Deferred tax assets, net of allowance | $ 0 | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred Tax Assets, Valuation Allowance | $ 14,615 | $ 7,637 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% | |
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ 5,700 | |||
Decreased in Deferred Tax Assets | 5,700 | |||
Scenario, Plan [Member] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards | $ 23,800 | |||
Operating Loss Carry forward Expire Period | 2035 years | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards | $ 33,700 | |||
Operating Loss Carry forward Expire Period | 2035 years |
Quarterly Financial Informati50
Quarterly Financial Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total Revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Operating expenses | 15,730 | 7,084 | 5,665 | 3,306 | 7,831 | 1,670 | 1,040 | 822 | $ 4,298 | $ 31,785 | $ 11,363 | |
Other income/(expense) | 129 | 144 | 136 | 88 | (917) | (200) | (93) | (81) | (168) | 497 | (1,291) | |
Net loss | $ (15,601) | $ (6,940) | $ (5,529) | $ (3,218) | $ (8,748) | $ (1,870) | $ (1,133) | $ (903) | $ (4,466) | $ (4,466) | $ (31,288) | $ (12,654) |
Basic and diluted net loss per common share | $ (0.61) | $ (0.27) | $ (0.21) | $ (0.14) | $ (0.64) | $ (0.19) | $ (0.11) | $ (0.09) | $ (0.45) | $ (1.24) | $ (1.15) |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Mar. 17, 2018 | Jan. 03, 2018 | Nov. 28, 2017 |
Subsequent Event [Line Items] | |||
Research And Development Expense, Sponsored Research Payment | $ 800,000 | ||
Subsequent Event [Member] | City Of Hope [Member] | |||
Subsequent Event [Line Items] | |||
Research And Development Expense, Sponsored Research Payment | $ 900,000 | ||
Subsequent Event [Member] | City Of Hope [Member] | Patent and Know-how Rights [Member] | |||
Subsequent Event [Line Items] | |||
Research And Development Expense, Sponsored Research Payment | $ 75,000 | ||
Subsequent Event [Member] | Fred Hutchinson Cancer Research Center [Member] | |||
Subsequent Event [Line Items] | |||
Research And Development Expense, Sponsored Research Payment | $ 600,000 |