Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 11, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Vaxart, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 7,141,189 | |
Amendment Flag | false | |
Entity Central Index Key | 72,444 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 17,495 | $ 1,571 |
Short-term investments | 1,415 | |
Accounts receivable, net of allowance | 13,349 | 630 |
Prepaid expenses and other current assets | 1,052 | 137 |
Total current assets | 31,896 | 3,753 |
Property and equipment, net | 1,014 | 730 |
Intangible assets, net | 23,627 | 40 |
Total assets | 56,537 | 4,523 |
Current liabilities: | ||
Accounts payable | 1,744 | 1,390 |
Current portion of secured promissory note payable to Oxford Finance | 1,667 | 1,528 |
Short-term note payable | 214 | |
Liability related to sale of future royalties, current portion | 2,037 | |
Other accrued liabilities | 2,139 | 1,605 |
Total current liabilities | 7,801 | 4,523 |
Convertible promissory notes, long-term, related parties | 35,282 | |
Liability related to sale of future royalties, net of current portion | 14,561 | |
Secured promissory note payable to Oxford Finance, net of current portion | 3,069 | 3,440 |
Total liabilities | 25,431 | 43,245 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity (deficit): | ||
Preferred Stock: $0.10 par value; 5,000,000 shares authorized; none issued and outstanding as of March 31, 2018; 1,221,064 issued and outstanding as of December 31, 2017, with aggregate liquidation value of $39,956 | 1 | |
Common Stock: $0.10 par value; 200,000,000 shares authorized; 7,141,189 and 138,492 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively | 714 | |
Additional paid-in capital | 108,060 | 41,259 |
Accumulated deficit | (77,668) | (79,982) |
Total stockholders’ equity (deficit) | 31,106 | (38,722) |
Total liabilities and stockholders’equity (deficit) | $ 56,537 | $ 4,523 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value (in Dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 1,221,064 |
Preferred stock, shares outstanding | 0 | 1,221,064 |
Liquidation Preference (in Dollars) | $ 39,956 | $ 39,956 |
Common stock, par value (in Dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 7,141,189 | 138,492 |
Common stock, shares outstanding | 7,141,189 | 138,492 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue: | ||
Revenue | $ 1,503 | $ 2,310 |
Operating expenses: | ||
Research and development | 3,408 | 3,879 |
General and administrative | 2,010 | 678 |
Total operating expenses | 5,418 | 4,557 |
Operating loss | (3,915) | (2,247) |
Other income and (expenses): | ||
Bargain purchase gain | 6,988 | |
Interest income | 5 | 13 |
Interest expense | (437) | (744) |
Non-cash interest expense on liability related to sale of future royalties | (298) | |
(Loss) gain on revaluation of financial instruments | (3) | 182 |
Foreign exchange gain, net | 2 | |
Total other income and (expenses) | 6,257 | (549) |
Net income (loss) before income taxes | 2,342 | (2,796) |
Provision for income taxes | 28 | |
Net income (loss) | 2,314 | (2,796) |
Series B and C preferred dividend | (339) | (710) |
Net comprehensive income (loss) attributable to common stockholders | $ 1,975 | $ (3,506) |
Net income (loss) per share – basic (in Dollars per share) | $ 0.54 | $ (25.84) |
Net income (loss) per share - diluted (in Dollars per share) | $ 0.49 | $ (25.84) |
Shares used to compute net income (loss) per share - basic (in Shares) | 3,656,360 | 135,658 |
Shares used to compute net income (loss) per share - diluted (in Shares) | 5,299,751 | 135,658 |
Government Contract [Member] | ||
Revenue: | ||
Revenue | $ 610 | $ 2,310 |
Royalty [Member] | ||
Revenue: | ||
Revenue | $ 893 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders` Equity (Deficit) (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balances at Dec. 31, 2017 | $ 1 | $ 41,259 | $ (79,982) | $ (38,722) | |
Balances (in Shares) at Dec. 31, 2017 | 1,221,064 | 138,492 | 138,492 | ||
Issuance of common stock upon conversion of convertible promissory notes, related parties | $ 157 | 35,420 | $ 35,577 | ||
Issuance of common stock upon conversion of convertible promissory notes, related parties (in Shares) | 1,571,702 | ||||
Issuance of common stock upon conversion of convertible preferred stock | $ (1) | $ 192 | (191) | ||
Issuance of common stock upon conversion of convertible preferred stock (in Shares) | (1,221,064) | 1,918,543 | |||
Reclassification of warrant to equity | 70 | 70 | |||
Issuance of common stock upon reverse merger | $ 365 | 31,403 | 31,768 | ||
Issuance of common stock upon reverse merger (in Shares) | 3,510,439 | ||||
Issuance of common stock upon exercise of stock options | 13 | $ 13 | |||
Issuance of common stock upon exercise of stock options (in Shares) | 2,013 | 2,013 | |||
Stock-based compensation | 86 | $ 86 | |||
Net income | 2,314 | 2,314 | |||
Balances at Mar. 31, 2018 | $ 714 | $ 108,060 | $ (77,668) | $ 31,106 | |
Balances (in Shares) at Mar. 31, 2018 | 7,141,189 | 7,141,189 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 2,314 | $ (2,796) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Bargain purchase gain | (6,988) | |
Depreciation and amortization | 511 | 97 |
Stock-based compensation | 86 | 124 |
Amortization of discount on short-term investments | 5 | |
Loss (gain) on revaluation of financial instruments | 3 | (181) |
Noncash interest expense | 323 | 651 |
Amortization of note discount | 18 | 36 |
Noncash interest expense related to sale of future royalties | 298 | |
Change in operating assets and liabilities: | ||
Accounts receivable, net of allowance | 1,947 | (770) |
Prepaid expenses and other assets | (469) | (187) |
Accounts payable | (3,097) | (1,424) |
Accrued liabilities | (5,536) | 169 |
Net cash used in operating activities | (10,590) | (4,276) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (140) | (79) |
Cash acquired in reverse merger | 25,525 | |
Cash paid for fractional shares in merger | (21) | |
Purchases of short-term investments | (573) | (4,430) |
Proceeds from maturities of short-term investments | 1,988 | 3,665 |
Net cash provided by (used in) investing activities | 26,779 | (844) |
Cash flows from financing activities: | ||
Repayment of principal on secured promissory note payable to Oxford Finance | (278) | |
Proceeds from issuance of common stock upon exercise of stock options | 13 | |
Net cash used in financing activities | (265) | |
Net increase (decrease) in cash and cash equivalents | 15,924 | (5,120) |
Cash and cash equivalents at beginning of the period | 1,571 | 8,405 |
Cash and cash equivalents at end of the period | 17,495 | 3,285 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 95 | 57 |
Supplemental disclosure of non-cash financing activity: | ||
Issuance of common stock upon reverse merger, net of cash paid for partial shares | 31,768 | |
Conversion of convertible promissory notes, related parties into common stock upon reverse merger | 35,577 | |
Reclassification of convertible preferred stock warrant liability to equity | 70 | |
Acquisition of property and equipment included in accounts payable | $ 72 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 Organization and Basis of Presentation General Vaxart Biosciences, Inc. was originally incorporated in California in March 2004, under the name West Coast Biologicals, Inc. The Company changed its name to Vaxart, Inc. (“Private Vaxart”) in July 2007, and reincorporated in the state of Delaware. On February 13, 2018, Private Vaxart completed a business combination with Aviragen Therapeutics, Inc. (“Aviragen”), pursuant to which Aviragen merged with Private Vaxart, with Private Vaxart surviving as a wholly-owned subsidiary of Aviragen (the “Merger”). Pursuant to the terms of the Merger, Aviragen changed its name to Vaxart, Inc. (together with its subsidiaries, the “Company” or “Vaxart”) and Private Vaxart changed its name to Vaxart Biosciences, Inc. All of Private Vaxart’s convertible promissory notes and convertible preferred stock was converted into common stock, following which each share of common stock was converted into approximately 0.22148 shares of the Company’s common stock (the “Conversion”). Except as otherwise noted in these Financial Statements, all shares, equity securities and per share amounts of Private Vaxart are presented to give retroactive effect to the Conversion. I mmediately following the completion of the Merger, the Company effected a reverse stock split at a ratio of one new share for every eleven shares of the Company’s common stock outstanding Reverse Stock Split Immediately after the Reverse Stock Split there were approximately 7.1 million shares of the Company’s common stock outstanding. Private Vaxart’s stockholders, warrantholders and optionholders owned approximately 51% of the fully-diluted common stock of the Company, with Aviragen’s stockholders and optionholders immediately prior to the Merger owning approximately 49% of the fully-diluted common stock of the Company. The Company also assumed all of Private Vaxart’s outstanding stock options and warrants with proportionate adjustments to the number of underlying shares and exercise prices based on an exchange ratio, based on the combined impact of the Conversion and the Reverse Stock Split, of approximately 0.0201346 shares of the Company for each share of Private Vaxart. The Company’s principal operations are based in South San Francisco, California, and it operates in one reportable segment, which is the discovery and development of oral recombinant protein vaccines, based on its proprietary oral vaccine platform, and small-molecule antiviral drugs. Liquidity and Going Concern Since incorporation, the Company has been involved primarily in performing research and development activities, hiring personnel, and raising capital to support these activities. The Company has experienced losses and negative cash flows from operations since its inception. As of March 31, 2018, the Company had an accumulated deficit of $77.7 million and a loan with an outstanding balance of $4.7 million from Oxford Finance, LLC (“Oxford Finance”), repayable in monthly installments by the end of 2020 (see Note 9). The Company expects to incur increasing costs as research and clinical trials are advanced and, therefore, expects to continue to incur losses and negative operating cash flows for the next several years. Absent additional funding or adjustments to currently planned operating activities, and in view of the uncertainties regarding future royalty revenue on sales of Relenza® and Inavir®, management believes that the Company’s cash, cash equivalents and short-term investments, together with funds acquired from Aviragen through the Merger, are only sufficient to fund the Company into the first quarter of 2019. The Company reviews its operations and clinical plans on a continuing basis and has not yet entered into any commitments for its upcoming clinical trials. The Company plans to finance its operations with royalty revenue on sales of Relenza® and Inavir®, additional equity or debt financing arrangements, revenue from its contract with the Department of Health and Human Services, Office of Biomedical Advanced Research and Development Authority (“HHS BARDA”), and potentially with additional funding from government contracts or strategic alliances with partner companies. The availability and amount of such funding is not certain. While management believes its plan to raise additional funds will alleviate the conditions that raise substantial doubt, these plans are not entirely within its control and cannot be assessed as being probable of occurring. If adequate funds are not available, the Company may be required to reduce operating expenses, delay or reduce the scope of its product development programs, obtain funds through arrangements with others that may require the Company to relinquish rights to certain of its technologies or products that the Company would otherwise seek to develop or commercialize itself, or cease operations . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2. Summary of Significant Accounting Policies Basis of Presentation – The Company has prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to these rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited financial statements of Vaxart Biosciences, Inc. and footnotes related thereto for the year ended December 31, 2017, included in our Form 8-K/A filed with the SEC on April 2, 2018. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position and the results of its operations and cash flows. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year. Basis of Consolidation – The condensed consolidated financial statements include the financial statements of Vaxart, Inc. and its subsidiaries. All significant transactions and balances between Vaxart, Inc. and its subsidiaries have been eliminated in consolidation. Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results and outcomes could differ from these estimates and assumptions . Foreign Currencies – Foreign exchange gains and losses for assets and liabilities of the Company’s non-U.S. subsidiaries for which the functional currency is the U.S. dollar are recorded in foreign exchange gain (loss), net in the Company’s statement of operations and comprehensive income (loss). The Company has no subsidiaries for which the local currency is the functional currency. Cash and Cash Equivalents – Short-Term Investments – Concentration of Credit Risk – The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector and establishing a minimum allowable credit rating. The Company generally requires no collateral from its customers. Accounts Receivable – Property and Equipment – The useful lives of the property and equipment are as follows: Laboratory equipment 5 years Office and computer equipment 3 years Leasehold improvements Shorter of remaining lease term or estimated useful life Intangible Assets – Intangible assets comprise developed technology, in-process research and development and intellectual property and are carried at cost less accumulated amortization. Amortization is computed using the straight-line method over useful lives ranging from 1.3 to 11.75 years for developed technology and 20 years for intellectual property. In-process research and development is considered to be indefinite-lived and is not amortized. Impairment of Long-Lived Assets – . Accrued Clinical and Manufacturing Expenses – The Company estimates the amount of services provided through discussions with internal personnel and external service providers as to the progress or stage of completion of the services and the agreed-upon fee to be paid for such services. The Company makes significant judgments and estimates in determining the accrued balance in each reporting period. As actual costs become known, it adjusts its accrued estimates. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed, the number of subjects enrolled, and the rate of enrollment may vary from its estimates and could result in the Company reporting amounts that are too high or too low in any particular period. The Company’s accrued expenses are dependent, in part, upon the receipt of timely and accurate reporting from contract research organizations and other third-party service providers. To date, the Company has not experienced any material differences between accrued costs and actual costs incurred . Convertible Preferred Stock Warrant Liability – Convertible Promissory Notes Embedded Derivative Liability – financial instruments . Revenue Recognition – (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. Revenue from royalties earned as a percentage of sales, including milestone payments based on achieving a specified level of sales, where a license is deemed to be the predominant item to which the royalties relate, is recognized as revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). The Company performs research and development work under its cost plus fixed fee contract with HHS BARDA. The Company recognizes revenue under research contracts only when a contract has been executed and the contract price is fixed or determinable. Revenue from the HHS BARDA contract is recognized in the period during which the related costs are incurred and the related services are rendered, provided that the applicable conditions under the contract have been met. Costs of contract revenue are recorded as a component of operating expenses in the condensed consolidated statements of operations and comprehensive income (loss). Under the cost reimbursable contract with HHS BARDA, the Company is reimbursed for allowable costs, and recognizes revenue as allowable costs are incurred and the fixed-fee is earned. Reimbursable costs under the contract primarily include direct labor, subcontract costs, materials, equipment, travel, and approved overhead and indirect costs. Fixed fees under cost reimbursable contracts are earned in proportion to the allowable costs incurred in performance of the work relative to total estimated contract costs, with such costs incurred representing a reasonable measurement of the proportional performance of the work completed. Under the HHS BARDA contract, certain activities must be pre-approved in order for their costs to be deemed allowable direct costs. The HHS BARDA contract provides the U.S. government the ability to terminate the contract for convenience or to terminate for default if the Company fails to meet its obligations as set forth in the statement of work. Management believes that if the government were to terminate the HHS BARDA contract for convenience, the costs incurred through the effective date of such termination and any settlement costs resulting from such termination would be allowable costs. Payments to the Company under cost reimbursable contracts, such as this contract, are provisional payments subject to adjustment upon annual audit by the government. Management believes that revenue for periods not yet audited has been recorded in amounts that are expected to be realized upon final audit and settlement. When the final determination of the allowable costs for any year has been made, revenue and billings may be adjusted accordingly in the period that the adjustment is known. Research and Development Costs – Research and development costs are expensed as incurred. Research and development costs consist primarily of salaries and benefits, stock-based compensation, consultant fees, third-party costs for conducting clinical trials and the manufacture of clinical trial materials, certain facility costs and other costs associated with clinical trials. Payments made to other entities are under agreements that are generally cancelable by the Company. Advance payments for research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related services are performed. Stock-Based Compensation – The Company measures the fair value of all stock-based awards to employees, including stock options, on the grant date and records the fair value of these awards, net of estimated forfeitures, to compensation expense over the service period. The fair value of awards to nonemployees is measured on the date of performance at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. The fair value of options is estimated using the Black-Scholes valuation model . Net Income (Loss) Per Share Attributable to Common Stockholders – Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, without consideration of potential common shares. The net loss attributable to common stockholders is calculated by adjusting the net loss of the Company for the cumulative dividends on the Series B and Series C convertible preferred stock. Diluted net income (loss) per common share is computed giving effect to all potential dilutive common shares, comprising common stock issuable upon exercise of stock options and warrants. The Company uses the treasury-stock method to compute diluted income (loss) per share with respect to its stock options and warrants. For purposes of this calculation, options and warrants to purchase common stock are considered to be potential common shares and are only included in the calculation of diluted net loss per share when their effect is dilutive. In the event of a net loss, the effects of all potentially dilutive shares are excluded from the diluted net loss per share calculation as their inclusion would be antidilutive. Recently Adopted Accounting Pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This guidance is effective for annual periods beginning after December 15, 2017, including interim periods within that year, and must be applied prospectively to an award modified on or after the adoption date. The Company adopted this standard effective January 1, 2018, and its adoption had no effect on the Company’s financial condition or results of operations. In January 2017, the FASB issued ASU No. 2017 04, Intangibles Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment (“ASU 2017 04”), which will simplify the goodwill impairment calculation by eliminating Step 2 from the current goodwill impairment test. The new standard does not change how a goodwill impairment is identified. The standard will be effective January 1, 2020, with early adoption permitted, and is to be applied prospectively from the date of adoption. The Company adopted this standard effective January 1, 2018, and its adoption had no effect on the Company’s financial condition or results of operations. In January 2017, the FASB issued ASU No. 2017 01, Business Combinations (Topic 805) Clarifying the Definition of a Business (“ASU 2017 01”), which will simplify the goodwill impairment calculation by eliminating Step 2 from the current goodwill impairment test. The new standard clarifies the definition of a business to help companies evaluate whether acquisition or disposal transactions should be accounted for as asset groups or as businesses. The Company adopted this standard when it became effective on January 1, 2018, and its adoption had no effect on the Company’s financial condition or results of operations, although it was applied in the Company’s determination that the Merger should be accounted for as a business combination. In August 2016, the FASB issued Accounting Standards Update (ASU) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides additional guidance on the presentation and classification of certain items in the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company adopted this standard effective January 1, 2018, and its adoption had no effect on the Company’s financial condition or results of operations. In May 2014, the FASB issued ASU 2014 09, Revenue from Contracts with Customers (Topic 606), which supersedes nearly all existing revenue recognition guidance under Topic 605, Revenue Recognition. The new standard requires a company to recognize revenue when it transfers goods and services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. ASU 2014 09 defines a five step process that includes identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract and recognizing revenue when (or as) the entity satisfies the performance obligations. In July 2015, the FASB approved a one year deferral of the effective date of the new standard to 2018 for public companies, with an option that would permit companies to adopt the new standard as early as the original effective date of 2017. The Company has determined that its HHS BARDA government contract is not within the scope of ASU 2014-09 as the government entity is not a customer under the agreement. The Company adopted this standard with respect to its royalty revenue using the modified retrospective method on January 1, 2018. Under the modified retrospective transition method, the cumulative effect of applying the standard is recognized at the date of initial application for all contracts not completed as of the date of adoption. The adoption of ASU 2014 09 did not have any effect on the Company’s financial condition or results of operations and therefore no cumulative effect adjustment was recorded, although the Company has modified its accounting policies to reflect the requirements of this standard and make additional disclosures. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016 02 Leases (Topic 842), which replaces most current lease guidance when it becomes effective. This standard update intends to increase the transparency and improve comparability by requiring entities to recognize assets and liabilities on the balance sheet for all leases, with certain exceptions. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statements of operations. The new guidance will be effective for the Company starting in the first quarter of fiscal 2019, with early adoption permitted. The Company plans to adopt the new guidance effective January 1, 2019, using the modified retrospective method. The adoption will have no impact on the Company’s statements of operations or cash flows but will increase both its reported assets and reported liabilities in equal amounts that have not yet been quantified. The Company has reviewed all other significant newly-issued accounting pronouncements and concluded that they either are not applicable to the Company’s operations or no material effect is expected on its condensed consolidated financial statements as a result of future adoption. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 3. Business Combination On February 13, 2018, the Company acquired Aviragen in a reverse merger (see Note 1). Aviragen presently has in-process research and development as it is currently conducting a Phase 2 trial, it has previously developed drugs that were licensed to others who brought them to market and it has a workforce that is considered to have the necessary skills, knowledge, and experience to perform a process, that when applied to the in-process research and development is critical to the ability to convert it into outputs. Based on this evaluation, the Company determined that the Merger should be accounted for as a business combination. Since the date of the Merger, the results of Aviragen’s operations have been included in the condensed consolidated financial statements. As a result of the acquisition, the Company eliminated the majority of its debt and acquired a significant cash balance in exchange for equity securities. The total purchase price for Aviragen is summarized as follows (in thousands): Common stock $ 31,789 Total $ 31,789 In connection with the Aviragen acquisition, the Company allocated the total purchase consideration to the net assets and liabilities acquired, including identifiable intangible assets, based on their respective fair values at the acquisition date. The following table summarizes the preliminary allocation of the purchase price to the fair value of the respective assets and liabilities acquired (in thousands): Cash and cash equivalents $ 25,525 Accounts receivable 14,666 Prepaid expenses 446 Property and equipment 170 Intangible assets: Developed technology (1) 22,400 In-process research and development (2) 1,600 Total assets 64,807 Accounts payable (3,379) Other current liabilities (6,351) L iability related to sale of future royalties (16,300) Net assets acquired 38,777 Purchase price (31,789) Bargain purchase gain (3) $ 6,988 __________ (1) Developed technology comprises Inavir® and Relenza®, both influenza vaccines on which the Company is presently receiving royalty revenue, which, based on preliminary valuations, are being amortized on a straight-line basis over the estimated periods of future royalties of 11.75 and 1.3 years, respectively. (2) In-process research and development relates to teslexivir, or BTA074, a direct-acting antiviral that is being developed as a treatment for genital warts and is presently undergoing Phase 2 clinical trials. The preliminary valuation was prepared by an independent third party based on estimated discounted cash flows based on probability-weighted future development expenditures and revenue streams provided by the Company’s management. (3) The bargain purchase gain represents the excess of a preliminary valuation of the fair value of tangible and identified intangible assets, less liabilities, acquired over the purchase price. In addition, the Company incurred and expensed costs directly related to the Merger totaling approximately $1.4 million, of which approximately $0.5 million was incurred in the three months ended March 31, 2018, and is included in general and administrative expenses in the condensed consolidated statement of operations and comprehensive income (loss). The Company is in the process of gathering the information necessary to evaluate the tax impact of the acquisition, including the treatment of the bargain purchase gain, and to finalize the discount rate and underlying assumptions utilized in the valuation of the intangible assets acquired. The Company expects to complete its evaluation of the impact, if any, during fiscal 2018. Selected amounts related to Aviragen’s business included in the Company’s condensed consolidated statement of operations for the three months ended March 31, 2018, are as follows: Revenue $ 893,000 Net loss $ (362,000) The unaudited pro forma information in the table below summarizes the combined results of operations of Vaxart Biosciences, Inc. with those of Aviragen as though these entities were combined as of January 1, 2017. The results of Aviragen’s business for the three months ended March 31, 2017, are based on the actual unaudited financial statements prepared for the three months ended March 31, 2017, and for the three months ended March 31, 2018, are based on the Company’s results of operations, increased by Aviragen’s activities in the forty-three days prior to the closing of the Merger. The pro forma financial information for all periods presented also includes the removal of direct acquisition-related costs, the reduction in interest expense on borrowing converted into equity in the reverse merger, and the actual depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and intangible assets had been applied as of January 1, 2017. This unaudited pro forma information is summarized as follows: Three Months Ended March 31, 2018 2017 (in thousands) Total revenue $ 13,039 $ 7,176 Net income (loss) $ 5,899 $ (7,915) The pro forma financial information as presented above is for informational purposes only and is not indicative of the consolidated results of operations of future periods or the results of operations that would have been achieved had the acquisition had taken place on January 1, 2017. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 4. Fair Value of Financial Instruments Fair value accounting is applied for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Financial instruments include cash and cash equivalents, short‑term investments, accounts receivable, accounts payable and accrued liabilities that approximate fair value due to their relatively short maturities. As short‑term investments are classified as held‑to‑maturity, they are recorded at their amortized cost. Assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with inputs used to measure their fair values. The accounting guidance for fair value provides a framework for measuring fair value and requires certain disclosures about how fair value is determined. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance also establishes a three‑level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is briefly summarized as follows : Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. The Company’s money market funds are classified within Level 1 of the fair value hierarchy and are valued based on quoted prices in active markets for identical securities. The Company’s corporate bonds and commercial paper, classified as cash equivalents, are classified within Level 2 of the fair value hierarchy and are valued based on quoted prices for similar assets or prices derived from observable market data. Level 3 liabilities consist of convertible promissory notes embedded derivative liabilities and a convertible preferred stock warrant liability as they are valued by using inputs that are unobservable in the market. The determination of the fair values of the convertible promissory notes embedded derivative is discussed in Note 8. The following tables present the Company’s financial assets and liabilities that are measured at fair value at March 31, 2018 and December 3 1, 2017: Level 1 Level 2 Level 3 Total March 3 1, 2018 (in thousands) Recurring Financial Assets: Money Market Funds $ 5,600 $ — $ — $ 5,600 Corporate Bonds — — — — Total assets $ 5,600 $ — $ — $ 5,600 Level 1 Level 2 Level 3 Total March 3 1, 2018 (in thousands) Recurring Financial Liabilities: Convertible promissory notes embedded derivative $ — $ — $ — $ — Convertible preferred stock warrant liability — — — — Total liabilities $ — $ — $ — $ — Level 1 Level 2 Level 3 Total December 3 1, 2017 (in thousands) Recurring Financial Assets: Money Market Funds $ 1,192 $ — $ — $ 1,192 Corporate Bonds — 1,415 — 1,415 Total assets $ 1,192 $ 1,415 $ — $ 2,607 Level 1 Level 2 Level 3 Total December 3 1, 2017 (in thousands) Recurring Financial Liabilities: Convertible promissory notes embedded derivative $ — $ — $ — $ — Convertible preferred stock warrant liability — — 67 67 Total liabilities $ — $ — $ 67 $ 67 The following tables present a reconciliation of all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31 , 2018 and 2017: Convertible Preferred Stock Warrant Liability Convertible Notes Embedded Derivative Liability Total (in thousands) Balance at January 1, 2018 $ 67 $ — $ 67 Issuances — — — Revaluation loss included in (loss) gain on revaluation of financial instruments, net 3 — 3 Settlements (70) — (70) Balance at March 31, 2018 $ — $ — $ — Total gains included in other income and (expenses) attributable to $ — $ — $ — Convertible Preferred Stock Warrant Liability Convertible Notes Embedded Derivative Liability Total (in thousands) Balance at January 1, 2017 $ 134 $ 3,280 $ 3,414 Issuances — — — Revaluation gains included in (loss) gain on revaluation of financial instruments, net (32) (150) (182) Settlements — — — Balance at March 31, 2017 $ 102 $ 3,130 $ 3,232 Total gains included in other income and (expenses) attributable to $ 32 $ 150 $ 182 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Supplemental Balance Sheet Disclosures [Text Block] | NOTE 5. Balance Sheet Components (a) Cash Equivalents and Short-Term Investments Cash equivalents and short‑term investments, all of which are classified as held‑to‑maturity securities and mature within one year, consisted of the following: March 31, 2018 Gross Unrecognized Gains Gross Unrecognized Losses Estimated Fair Value Amortized Cost Carrying Value (in thousands) Money market funds $ 5,600 $ — $ — $ 5,600 $ 5,600 Corporate bonds — — — — — Total $ 5,600 $ — $ — $ 5,600 $ 5,600 Reported as: Cash equivalents $ 5,600 $ — $ — $ 5,600 $ 5,600 Short-term investments — — — — — Total $ 5,600 $ — $ — $ 5,600 $ 5,600 December 31, 2017 Gross Unrecognized Gains Gross Unrecognized Losses Estimated Fair Value Amortized Cost Carrying Value (in thousands) Money market funds $ 1,192 $ — $ — $ 1,192 $ 1,192 Corporate bonds 1,415 — — 1,415 1,415 Total $ 2,607 $ — $ — $ 2,607 $ 2,607 Reported as: Cash equivalents $ 1,192 $ — $ — $ 1,192 $ 1,192 Short-term investments 1,415 — — 1,415 1,415 Total $ 2,607 $ — $ — $ 2,607 $ 2,607 (b) Accounts Receivable, Net of Allowance Accounts receivable, net of allowance, comprises the following: March 31, December 31, (in thousands) Royalties receivable $ 11,939 $ — Government contract - billed 230 477 Government contract - unbilled 112 153 Tax credit receivable 1,068 — Accounts receivable, net of allowance $ 13,349 $ 630 (c) Property and Equipment, Net Property and equipment, net consists of the following: March 31, 2018 December 31, 2017 (in thousands) Laboratory equipment $ 1,771 $ 1,565 Office and computer equipment 296 175 Leasehold improvements 281 226 Total property and equipment 2,348 1,966 Less: accumulated depreciation (1,334) (1,236) Property and equipment, net $ 1,014 $ 730 Depreciation expense for the three months ended March 31, 2018 and 2017, was $98,000 and $96,000, respectively. (d) Intangible Assets Intangible assets consist of the following: March 31, 2018 December 31, 2017 (in thousands) Purchased technology $ 22,400 $ — In-process research and development 1,600 — Intellectual property 80 80 Total cost 24,080 80 Less accumulated amortization 453 40 Intangible assets, net $ 23,627 $ 40 Total amortization expense was $413,000 and $1,000 in the three-month periods ended March 31, 2018 and 2017, respectively. As of March 31, 2018, the estimated future amortization expense by year is as follows (in thousands): December 31, 2017 2018 (nine months remaining) $ 2,428 2019 2,254 2020 1,757 2021 1,758 2022 1,757 Thereafter 12,073 Total $ 22,027 (e) Accrued Liabilities Accrued liabilities consist of the following: March 31, 2018 December 31, 2017 (in thousands) Accrued compensation $ 1,076 $ 1,320 Accrued clinical and manufacturing expenses 359 69 Accrued professional and consulting services 254 113 Convertible preferred stock warrant liability — 67 Other 450 36 Total $ 2,139 $ 1,605 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | NOTE 6. Revenue U.S. Government HHS BARDA Contract In September 2015, HHS BARDA awarded the Company a contract to support the advanced development of a more effective and universal influenza vaccine to improve seasonal and pandemic influenza preparedness. On each of May 25 and July 18, 2017, the Company entered into a Modification of Contract with HHS BARDA, the combined effect being to increase the value of the existing $14 million contract by $1.7 million and to extend it through June 30, 2018. The modified contract is a cost plus fixed fee contract, which reimburses the Company for allowable direct contract costs plus allowable indirect costs and a fixed fee, totaling $15.7 million. During the three months ended March 31, 2018 and 2017, the Company recognized revenue of $0.6 million and $2.3 million, respectively. Billings under the contract are based on approved provisional indirect billing rates, which permit recovery of fringe benefits, overhead and general and administrative expenses. Indirect rates as well as allowable costs are subject to audit by HHS BARDA on an annual basis. Management believes that revenues recognized to date have been recorded in amounts that are expected to be realized upon final audit and settlement. When the final determination of the allowable costs for any year has been made, revenue and billings may be adjusted accordingly in the period that the adjustments are known and collection is probable. Costs relating to contract acquisition are expensed as incurred. The Company does not consider any of the revenue recorded as of March 31, 2018 or 2017, to be at risk of reversal. Royalty agreements Aviragen entered into a royalty-bearing research and license agreement with GlaxoSmithKline, plc (“GSK”) in 1990 for the development and commercialization of zanamivir, a neuraminidase inhibitor (“NI”) marketed by GSK as Relenza® to treat influenza. Most of the Company’s Relenza® patents have expired and the only substantial remaining intellectual property related to the Relenza® patent portfolio, which is solely owned by the Company and exclusively licensed to GSK, is scheduled to expire in July 2019 in Japan. The post-Merger royalty revenue related to Relenza® recognized in the three months ended March 31, 2018, was $341,000. The Company also generates royalty revenue from the sale of Inavir® in Japan, pursuant to a collaboration and license agreement that Aviragen entered into with Daiichi Sankyo in 2009. In September 2010, laninamivir octanoate was approved for sale by the Japanese Ministry of Health and Welfare for the treatment of influenza in adults and children, which Daiichi Sankyo markets as Inavir®. Under the agreement, the Company currently receives a 4% royalty on net sales of Inavir® in Japan and was eligible to earn sales milestone payments, including a one-off payment of $5.0 million if net sales exceeded 20 billion Yen in one year. This target was achieved in the three months ended March 31, 2018, prior to the Merger, and Aviragen recognized the related $5.0 million as royalty revenue prior to the Merger. The post-Merger royalty revenue related to Inavir® recognized in the three months ended March 31, 2018, was $552,000. Such royalty revenue is subject to a 5% withholding tax in Japan, for which $28,000 was included in income tax expense. Under the Inavir® collaboration and license agreement, the Company and Daiichi Sankyo have cross-licensed the world-wide rights to develop and commercialize the related intellectual property, and have agreed to share equally in any royalties, license fees, or milestone or other payments received from any third-party licenses outside of Japan. Patents on the composition of matter for LANI in Japan generally expire in 2024. In April 2016, Aviragen entered into a Royalty Interest Acquisition Agreement (the “HCRP Agreement”) with HealthCare Royalty Partners III, L.P. (“HCRP”) (See Note 7). Under the Agreement, HCRP made a $20.0 million cash payment to Aviragen in consideration for acquiring certain royalty rights (“Royalty Rights”) related to the approved product Inavir® in the Japanese market. The Royalty Rights were obtained pursuant to the collaboration and license agreements (the “License Agreement”) and a commercialization agreement that the Company entered into with Daiichi Sankyo Company, Limited. |
Liabilities Related to Sale of
Liabilities Related to Sale of Future Royalties | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Deferred Revenue Disclosure [Text Block] | NOTE 7. Liabilities Related to Sale of Future Royalties In April 2016, Aviragen sold certain royalty rights related to the approved product Inavir®, sold by Daiichi Sankyo in the Japanese market, for $20.0 million to HCRP. Under the relevant accounting guidance, due to a limit on the amount of royalties that HCRP can earn under the arrangement, this transaction was accounted for as a liability that will be amortized using the interest method over the life of the arrangement. The Company has no obligation to pay any amounts to HCRP other than to pass through to HCRP its share of royalties as they are received from Daiichi Sankyo. In order to record the amortization of the liability, the Company is required to estimate the total amount of future royalty payments to be received under the License Agreement and the payments that will be passed through to HCRP over the life of this agreement. The sum of the pass-through amounts less the net proceeds received will be recorded as non-cash interest expense over the life of the liability. Consequently, the Company imputes interest on the unamortized portion of the liability and records non-cash interest expense using an estimated effective interest rate. The Company will periodically assess the expected royalty payments, and to the extent such payments are greater or less than the initial estimate, the Company will adjust the amortization of the liability and interest rate. As a result of this accounting, even though the Company does not retain HCRP’s share of the royalties, it will continue to record non-cash revenue related to those royalties until the amount of the associated liability and related interest is fully amortized. The following table shows the activity within the liability account since the Merger (in thousands): Total Liability related to sale of future royalties, February 13, 2018 $ 16,300 Non-cash interest expense recognized 298 Total Liability related to sale of future royalties, March 31, 2018 $ 16,598 |
Convertible Promissory Notes, R
Convertible Promissory Notes, Related Parties | 3 Months Ended |
Mar. 31, 2018 | |
Convertible Promissory Notes, Related Party [Abstract] | |
Convertible Promissory Notes, Related Party [Text Block] | NOTE 8. Convertible Promissory Notes, Related Parties On December 10, 2014, the Company entered into a note purchase agreement with certain existing preferred stockholders under which the Company issued convertible promissory notes during December 2014 for total proceeds of $18.4 million. On November 20, 2015, the Company entered into a second note purchase agreement with certain existing preferred stockholders under which the Company issued convertible promissory notes during November and December 2015 for total proceeds of $11.0 million. These notes were issued with the same terms as the notes issued in 2014. As the holders of the convertible promissory notes each have an equity ownership in the Company, the convertible promissory notes were considered to be a related‑party transaction. The convertible promissory notes bore interest at a rate of 8.0% per annum. The principal and accrued interest on the notes were automatically convertible, upon a future issuance of convertible preferred stock having total proceeds of at least $25.0 million, into that same stock at a conversion price equal to 90% of the price paid by other investors in the financing event. Upon a liquidation event, such as an acquisition or initial public offering, at the election of the majority of the noteholders in each issuance, the principal and accrued interest on the notes could either (i) be paid in full at the initial closing of the liquidation event, or (ii) automatically convert into the Company’s Series C convertible preferred stock at a conversion price based on a specified valuation. After two years, if the notes had not been converted, the holders of a majority of the principal amount had the option to require the entire principal balance and accrued interest to become due and payable. However, in December 2016, in conjunction with the loan agreement with Oxford Finance (see note 9), all of the holders of convertible promissory notes signed subordination agreements, under which they agreed not to demand or receive any payment until all amounts owed to Oxford Finance under the loan agreement were fully paid in cash, thus extending the due dates of the promissory notes potentially to January 2021. This change reflected a debt modification that was not considered substantially significant. Accordingly, the Company did not apply extinguishment accounting, but accounted for the modification on a prospective basis. The convertible promissory notes had redemption features that were determined to be a compound embedded derivative requiring bifurcation and separate accounting at estimated fair value. The estimated fair value of the embedded derivative upon issuance was a liability of $1.9 million for the notes issued in 2014 and $1.3 million for the notes issued in 2015. The estimated fair value of these derivative instruments was recognized as a debt discount and as an embedded derivative liability on the balance sheet upon issuance of the convertible promissory notes. The embedded derivative required periodic re‑measurements to fair value while the instruments were still outstanding (see Note 4). There was no beneficial conversion feature as the conversion feature value was accounted for in the embedded derivative. The Company estimated the fair value of the compound embedded derivative utilizing a Monte Carlo Simulation model. The inputs used to determine the estimated fair value of the embedded derivative instrument included the probability of an underlying event triggering the redemption event and its timing prior to the maturity date of the convertible promissory notes. The fair value measurement was based upon significant inputs not observable in the market, including a valuation of the Company performed by an independent third-party at each balance sheet date. By December 31, 2017, the embedded derivative had zero value because the Merger (see Note 1), which was considered 90% probable of occurring, would not have triggered redemption and, had the Merger not occurred, it was unlikely that the Company would have found an alternative source of financing on favorable terms, so there would have been zero redemption value. The embedded derivative was extinguished when the Merger occurred on February 13, 2018. The Company incurred total debt issuance costs of $20,000 in connection with the 2014 issuance and $7,000 in connection with the 2015 issuance. The debt issuance costs, which were recorded as an additional debt discount, were being amortized over the term of the notes. The Company’s accrued interest associated with the convertible promissory notes amounted to $6.3 million and the unamortized debt discount to $0.4 million as of December 31, 2017. On February 13, 2018, the balance of the convertible promissory notes was $35.6 million, comprising accrued interest associated with the convertible promissory notes amounted to $6.6 million plus principal of $29.4 million, offset by the unamortized debt discount to $0.4 million. On that date, in conjunction with the Merger, the convertible promissory notes were exchanged for 1,571,702 shares of the Company’s common stock which, based on the closing stock price of $9.05, had a value of $14.2 million. The difference of $21.4 million was recorded as a capital contribution. |
Secured Promissory Note Payable
Secured Promissory Note Payable to Oxford Finance | 3 Months Ended |
Mar. 31, 2018 | |
Secured Promissory Note Payable [Abstract] | |
Secured Promissory Note Payable [Text Block] | NOTE 9. Secured Promissory Note Payable to Oxford Finance On December 22, 2016, the Company entered into a loan and security agreement (the “Loan Agreement”) with Oxford Finance, under which the Company borrowed $5.0 million. The $5.0 million loan, which bears interest at 30-day U.S. LIBOR plus 6.17%, is evidenced by a secured promissory note and is repayable over four years, with interest only payable over the first 12 months and the balance fully amortized over the subsequent 36 months. The loan is secured by substantially all the Company’s assets, except for intellectual property. In conjunction with the execution of the Loan Agreement, all the holders of convertible promissory notes signed subordination agreements, under which they agreed to subordinate in favor of Oxford Finance all amounts due under their promissory notes and any security interest in the Company’s property. In addition, the holders of the notes agreed that they would not demand or receive any payment until all amounts owed to Oxford Finance under the Loan Agreement have been fully paid in cash. Upon repayment, an additional final payment equal to $325,000 is due, which is being accreted as interest expense over the term of the loan using the effective interest method. In connection with the Loan Agreement, the Company issued a warrant to Oxford Finance to purchase 7,563 shares of its Series C convertible preferred stock at an exercise price of $33.11 per share (the “Warrant”). The fair value of the Warrant at the date of issuance was approximately $134,000, which was recorded as debt discount and is being amortized as interest expense over the term of the loan using the effective‑interest method. The annual effective interest rate of the note, including the accretion of the final payment and the amortization of the debt discount, is approximately 10.5%. The Company recorded interest expense related to the Loan Agreement of $130,000, of which $95,000 was paid, during the three months ended March 31, 2018, and $126,000, of which $57,000 was paid, during the three months ended March 31, 2017. The Warrant provided that if the share price at the next equity financing was less than the Warrant exercise price, then the Warrant would be for the new class of shares, the exercise price would be the new class share price, and the number of shares would be calculated by dividing $250,000 by the new class share price. Due to this anti-dilution protection, the Company determined that the Warrant needed to be recorded as a liability, and therefore estimated the fair value of the Warrant upon issuance and at each balance sheet date, with any changes in the fair value being recorded within the gain (loss) on revaluation of financial instruments line in the statements of operations and comprehensive income (loss). Due to the antidilution protection, following the Merger, the Warrant was amended to allow the holder to purchase 10,914 shares of common stock at an exercise price of $22.99 per share. Since the amended Warrant contains no non-standard antidilution protections or similar features, the fair value of approximately $70,000 on February 13, 2018, was transferred to equity. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10. Commitments and Contingencies (a) Leases The Company has leased four office and research and development facilities in South San Francisco, California, under noncancelable operating leases. The first lease, for office and research and development premises, expired on July 31, 2017, following the landlord’s exercise of its six-month termination option on January 31, 2017. The second lease, for office and research and development premises, expires in April 2020, subject to the Company’s option to extend the lease at the then market rate for an additional five year period. The third lease, for office premises, was entered in May 2017 and has been extended until December 31, 2018. The fourth lease, for office premises, began in April 2018 and expires on December 31, 2018. In addition, following the Merger, the Company also leases office space in Alpharetta, Georgia, under a lease expiring on February 28, 2021. Rent expense is recognized on a straight line basis over the noncancelable term of each operating lease and, accordingly, the Company records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability, which is included within accrued expenses. Rent expense was $146,000 and $161,000 for the three months ended March 31, 2018 and 2017, respectively. Under the terms of the lease agreements, the Company is also responsible for certain insurance, property tax and maintenance expenses. Future minimum payments under the facility leases as of December 31, 2018 as follows (in thousands): Year ending December 31, 2018 (9 months remaining) $ 548 2019 568 2020 411 2021 56 Thereafter — Total $ 1,583 (b) Indemnifications In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend indemnified parties for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third‑party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance. (c) Litigation From time to time the Company may be involved in claims arising in connection with its business. Based on information currently available, the Company believes that the amount, or range, of reasonably possible losses in connection with any pending actions against it in excess of established reserves, in the aggregate, not to be material to its consolidated financial condition or cash flows. However, losses may be material to the Company’s operating results for any particular future period, depending on the level of income or loss for such period. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 11. Stockholders’ Equity (a) The Company is authorized to issue 5,000,000 shares of preferred stock, $0.10 par value per share. The Company’s board of directors may, without further action by the stockholders, fix the rights, preferences, privileges and restrictions of up to an aggregate of 5,000,000 shares of preferred stock in one or more series and authorize their issuance. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our common stock. The issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deterring or preventing a change of control or other corporate action. No shares of preferred stock are currently outstanding, and we have no present plan to issue any shares of preferred stock. All of Private Vaxart’s convertible preferred stock was converted into common stock on February 13, 2018, in conjunction with the Merger. As of December 31, 2017, convertible preferred stock consisted of the following: Shares Shares Net Liquidation (in thousands) (in thousands) Series A 94,988 94,988 $ 2,949 $ 2,737 Series B 747,095 520,973 16,115 17,219 Series C 820,088 605,103 19,877 20,000 Total 1,662,171 1,221,064 $ 38,941 $ 39,956 Significant provisions of the convertible preferred stock were as follows: Dividends The holders of Series B convertible preferred stock were entitled to receive non-compounding cumulative dividends, in preference to any dividends payable to holders of Series A convertible preferred stock or common stock, at the annual dividend rate of $2.64416 per share, as adjusted for any stock splits, stock dividends, recapitalizations, or the like. Such cumulative dividends were payable within ten days of demand of the holders of at least a majority of the then outstanding Series B convertible preferred stock or automatically upon a liquidation event. Dividends accumulated from the date of issuance and were payable, whether or not declared, before any dividend on Series A convertible preferred stock or common stock could be paid or declared. Series B convertible preferred shares issued as stock dividends were not entitled to cumulative dividends. The holders of Series B convertible preferred stock could elect whether the cumulative dividends would be paid in cash or in shares of Series B convertible preferred stock based on the original issue price of Series B convertible preferred stock of $33.05196 per share. In the event the board of directors declared a cash dividend in addition to the above cumulative dividends (a Special Dividend), the holders of Series B convertible preferred stock would have been entitled to receive, in preference to any dividends payable to the holders of Series A convertible preferred stock or common stock, a per share amount equal to the sum of: (a) the original issue price of Series B convertible preferred stock, and (b) all accrued and/or declared but unpaid dividends on such Series B convertible preferred stock, including the cumulative dividends. No dividends were declared during any of the periods presented. As of February 13, 2018, when the convertible preferred stock was converted into common stock, and December 31, 2017, accumulated and undeclared dividends for Series B convertible preferred stock were $7.6 million and $7.5 million, respectively ($15.78 per share and $15.56 per share, respectively, of the 483,387 shares of outstanding Series B convertible preferred stock on which dividends accrued). On February 13, 2018, in conjunction with the Merger, the Series B convertible preferred stock and the related accumulated dividends were converted into 599,259 and 265,340 shares of common stock, respectively. The holders of Series A convertible preferred stock were entitled to receive noncumulative dividends, in preference to any dividends payable to holders of common stock, at the annual dividend rate of $2.30449 per share, as adjusted for any stock splits, stock dividends, recapitalizations, or the like, if declared by the board of directors. On February 13, 2018, in conjunction with the Merger, the Series A convertible preferred stock was converted into 104,065 shares of common stock. Conversion Liquidation Voting Protective Provisions Redemption (b) Common Stock Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of common stock possess all voting power for the election of the Company’s directors and all other matters requiring stockholder action. Holders of common stock are entitled to one vote per share on matters to be voted on by stockholders. Holders of common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s board of directors in its discretion out of funds legally available therefore. In no event will any stock dividends or stock splits or combinations of stock be declared or made on common stock unless the shares of common stock at the time outstanding are treated equally and identically. As of March 31, 2018, no dividends had been declared by the board of directors. In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock have been satisfied. There are no sinking fund provisions applicable to the common stock. The Company had shares of common stock reserved for issuance as follows: March 31, 2018 December 31, 2017 Convertible preferred stock outstanding — 1,221,064 Options issued and outstanding 832,942 304,850 Available for future grants of equity awards 380,426 — Cumulative convertible preferred stock dividends — 441,096 Convertible preferred stock warrants 10,914 10,914 Total 1,224,282 1,977,924 |
Equity Incentive Plans
Equity Incentive Plans | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 12. Equity Incentive Plans Prior to the Merger, the Company issued equity awards for compensation purposes to employees, directors and consultants under the Company’s 2007 Equity Incentive Plan (the “2007 Plan”). The 2007 Plan expired in July 2017. As of March 31, 2018, the Company had no shares of common stock available for issuance under the 2007 Plan. Equity awards under the 2007 Plan do not become available for future issuance if such awards are forfeited or otherwise terminate. Each stock option to acquire shares of Private Vaxart stock, whether vested or unvested, that had not previously been exercised was assumed in the Merger. In November 2016, Aviragen’s stockholders approved the 2016 Equity Incentive Plan (“2016 Equity Plan”), under which all outstanding awards under their previous plans became available for issuance under the 2016 Equity Plan if such awards are forfeited or otherwise terminate. The purpose of the 2016 Equity Plan is to assist the Company in attracting and retaining valued employees, consultants and non-employee directors by offering them a greater stake in the Company’s success and a closer identity with it, and to encourage ownership of the Company’s shares by such persons. Under the 2016 Equity Plan, the Company is authorized to issue incentive stock options (“ISOs”), non-qualified stock options (“NQSOs”), restricted stock (“RSAs”) and restricted stock units (“RSUs”). Awards that expire or are canceled generally become available for issuance again under the 2016 Equity Plan. The number of shares of the Company’s common stock available under the 2016 Equity Plan will be subject to adjustment in the event of a stock split, stock dividend or other extraordinary dividend, or other similar change in the Company’s common stock or capital structure. Awards may vest over varying periods, as specified by the Company’s Board of Directors for each grant, and have a maximum term of ten years from the grant date. A summary of stock option transactions in the three months ended March 31, 2018, Weighted Average Exercise Price Shares Available For Grant Number of Options Outstanding Balance at January 1, 2018 — 304,850 $ 9.50 Assumed on consummation of Merger 291,102 627,106 $ 24.14 Exercised — (2,013) $ 6.49 Forfeited — (17,208) $ 8.83 Canceled 66,597 (79,793) $ 23.53 Balance at March 31, 2018 357,699 832,942 $ 19.20 In addition, the 2016 Equity Plan has a reserve of 22,727 shares available for future issuance as RSAs and RSUs. As of March 31, 2018, no such awards have been granted under the 2016 Equity Plan. Total stock‑based compensation recognized for options was as follows: Three Months Ended March 31. 2018 2017 (in thousands) Research and development $ 44 $ 69 General and administrative 42 55 Total stock-based compensation $ 86 $ 124 As of March 31, 2018, the unrecognized stock based compensation cost related to outstanding unvested stock options that are expected to vest was $0.4 million, which the Company expects to recognize over an estimated weighted average period of 1.90 years. |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 13. Net Loss Per Share Attributable to Common Stockholders The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share amounts): Three Months Ended 2018 2017 Net income (loss) attributable to common stockholders – basic calculation $ 1,975 $ (3,506) Interest charges applicable to convertible promissory notes 295 — Series B and C preferred dividend 339 — Series A preferred dividend (28) — Net income (loss) used for net income (loss) per share – diluted calculation 2,581 (3,506) Shares used to compute net income (loss) per share – basic 3,656,360 135,658 Potential common shares from exercise of options 25,550 — Shares issuable upon conversion of convertible promissory notes, related party 750,924 — Shares issuable upon conversion of Series B and C convertible preferred stock and accrued dividends 866,917 — Shares used to compute net income (loss) per share – diluted 5,299,751 135,658 Net income (loss) per share – basic $ 0.54 $ (25.84) Net income (loss) per share – diluted $ 0.49 $ (25.84) No adjustment has been made to the net loss attributable to common stockholders in the three months ended March 31, 2017, as the effect would be anti-dilutive due to the net loss. The following potentially dilutive securities were excluded from the computation of diluted weighted average shares outstanding because they would have been antidilutive: Three Months Ended March 31, 2018 2017 Options to purchase common stock 529,332 272,287 Warrant to purchase common stock 5,700 — Warrant to purchase convertible preferred stock 3,613 7,563 Series B and C convertible preferred stock outstanding, including cumulative dividends — 1,501,566 Series A convertible preferred stock outstanding — 94,988 Convertible promissory notes, related party (as converted) — 687,362 Total potentially dilutive securities excluded from denominator of the diluted earnings per share computation 538,645 2,563,766 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation – The Company has prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to these rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited financial statements of Vaxart Biosciences, Inc. and footnotes related thereto for the year ended December 31, 2017, included in our Form 8-K/A filed with the SEC on April 2, 2018. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position and the results of its operations and cash flows. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year. |
Consolidation, Policy [Policy Text Block] | Basis of Consolidation – The condensed consolidated financial statements include the financial statements of Vaxart, Inc. and its subsidiaries. All significant transactions and balances between Vaxart, Inc. and its subsidiaries have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results and outcomes could differ from these estimates and assumptions . |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currencies – Foreign exchange gains and losses for assets and liabilities of the Company’s non-U.S. subsidiaries for which the functional currency is the U.S. dollar are recorded in foreign exchange gain (loss), net in the Company’s statement of operations and comprehensive income (loss). The Company has no subsidiaries for which the local currency is the functional currency. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents – |
Investment, Policy [Policy Text Block] | Short-Term Investments – |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk – The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector and establishing a minimum allowable credit rating. The Company generally requires no collateral from its customers. |
Receivables, Policy [Policy Text Block] | Accounts Receivable – |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment – The useful lives of the property and equipment are as follows: Laboratory equipment 5 years Office and computer equipment 3 years Leasehold improvements Shorter of remaining lease term or estimated useful life |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Intangible Assets – Intangible assets comprise developed technology, in-process research and development and intellectual property and are carried at cost less accumulated amortization. Amortization is computed using the straight-line method over useful lives ranging from 1.3 to 11.75 years for developed technology and 20 years for intellectual property. In-process research and development is considered to be indefinite-lived and is not amortized. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets – . |
Accrued Clinical And Manufacturing Expenses Policy [Policy Text Block] | Accrued Clinical and Manufacturing Expenses – The Company estimates the amount of services provided through discussions with internal personnel and external service providers as to the progress or stage of completion of the services and the agreed-upon fee to be paid for such services. The Company makes significant judgments and estimates in determining the accrued balance in each reporting period. As actual costs become known, it adjusts its accrued estimates. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed, the number of subjects enrolled, and the rate of enrollment may vary from its estimates and could result in the Company reporting amounts that are too high or too low in any particular period. The Company’s accrued expenses are dependent, in part, upon the receipt of timely and accurate reporting from contract research organizations and other third-party service providers. To date, the Company has not experienced any material differences between accrued costs and actual costs incurred . |
Convertible Preferred Stock Warrant Liability Policy [Policy Text Block] | Convertible Preferred Stock Warrant Liability – |
Derivatives, Policy [Policy Text Block] | Convertible Promissory Notes Embedded Derivative Liability – financial instruments . |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition – (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. Revenue from royalties earned as a percentage of sales, including milestone payments based on achieving a specified level of sales, where a license is deemed to be the predominant item to which the royalties relate, is recognized as revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). The Company performs research and development work under its cost plus fixed fee contract with HHS BARDA. The Company recognizes revenue under research contracts only when a contract has been executed and the contract price is fixed or determinable. Revenue from the HHS BARDA contract is recognized in the period during which the related costs are incurred and the related services are rendered, provided that the applicable conditions under the contract have been met. Costs of contract revenue are recorded as a component of operating expenses in the condensed consolidated statements of operations and comprehensive income (loss). Under the cost reimbursable contract with HHS BARDA, the Company is reimbursed for allowable costs, and recognizes revenue as allowable costs are incurred and the fixed-fee is earned. Reimbursable costs under the contract primarily include direct labor, subcontract costs, materials, equipment, travel, and approved overhead and indirect costs. Fixed fees under cost reimbursable contracts are earned in proportion to the allowable costs incurred in performance of the work relative to total estimated contract costs, with such costs incurred representing a reasonable measurement of the proportional performance of the work completed. Under the HHS BARDA contract, certain activities must be pre-approved in order for their costs to be deemed allowable direct costs. The HHS BARDA contract provides the U.S. government the ability to terminate the contract for convenience or to terminate for default if the Company fails to meet its obligations as set forth in the statement of work. Management believes that if the government were to terminate the HHS BARDA contract for convenience, the costs incurred through the effective date of such termination and any settlement costs resulting from such termination would be allowable costs. Payments to the Company under cost reimbursable contracts, such as this contract, are provisional payments subject to adjustment upon annual audit by the government. Management believes that revenue for periods not yet audited has been recorded in amounts that are expected to be realized upon final audit and settlement. When the final determination of the allowable costs for any year has been made, revenue and billings may be adjusted accordingly in the period that the adjustment is known. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs – Research and development costs are expensed as incurred. Research and development costs consist primarily of salaries and benefits, stock-based compensation, consultant fees, third-party costs for conducting clinical trials and the manufacture of clinical trial materials, certain facility costs and other costs associated with clinical trials. Payments made to other entities are under agreements that are generally cancelable by the Company. Advance payments for research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related services are performed. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation – The Company measures the fair value of all stock-based awards to employees, including stock options, on the grant date and records the fair value of these awards, net of estimated forfeitures, to compensation expense over the service period. The fair value of awards to nonemployees is measured on the date of performance at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. The fair value of options is estimated using the Black-Scholes valuation model . |
Earnings Per Share, Policy [Policy Text Block] | Net Income (Loss) Per Share Attributable to Common Stockholders – Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, without consideration of potential common shares. The net loss attributable to common stockholders is calculated by adjusting the net loss of the Company for the cumulative dividends on the Series B and Series C convertible preferred stock. Diluted net income (loss) per common share is computed giving effect to all potential dilutive common shares, comprising common stock issuable upon exercise of stock options and warrants. The Company uses the treasury-stock method to compute diluted income (loss) per share with respect to its stock options and warrants. For purposes of this calculation, options and warrants to purchase common stock are considered to be potential common shares and are only included in the calculation of diluted net loss per share when their effect is dilutive. In the event of a net loss, the effects of all potentially dilutive shares are excluded from the diluted net loss per share calculation as their inclusion would be antidilutive. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This guidance is effective for annual periods beginning after December 15, 2017, including interim periods within that year, and must be applied prospectively to an award modified on or after the adoption date. The Company adopted this standard effective January 1, 2018, and its adoption had no effect on the Company’s financial condition or results of operations. In January 2017, the FASB issued ASU No. 2017 04, Intangibles Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment (“ASU 2017 04”), which will simplify the goodwill impairment calculation by eliminating Step 2 from the current goodwill impairment test. The new standard does not change how a goodwill impairment is identified. The standard will be effective January 1, 2020, with early adoption permitted, and is to be applied prospectively from the date of adoption. The Company adopted this standard effective January 1, 2018, and its adoption had no effect on the Company’s financial condition or results of operations. In January 2017, the FASB issued ASU No. 2017 01, Business Combinations (Topic 805) Clarifying the Definition of a Business (“ASU 2017 01”), which will simplify the goodwill impairment calculation by eliminating Step 2 from the current goodwill impairment test. The new standard clarifies the definition of a business to help companies evaluate whether acquisition or disposal transactions should be accounted for as asset groups or as businesses. The Company adopted this standard when it became effective on January 1, 2018, and its adoption had no effect on the Company’s financial condition or results of operations, although it was applied in the Company’s determination that the Merger should be accounted for as a business combination. In August 2016, the FASB issued Accounting Standards Update (ASU) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides additional guidance on the presentation and classification of certain items in the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company adopted this standard effective January 1, 2018, and its adoption had no effect on the Company’s financial condition or results of operations. In May 2014, the FASB issued ASU 2014 09, Revenue from Contracts with Customers (Topic 606), which supersedes nearly all existing revenue recognition guidance under Topic 605, Revenue Recognition. The new standard requires a company to recognize revenue when it transfers goods and services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. ASU 2014 09 defines a five step process that includes identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract and recognizing revenue when (or as) the entity satisfies the performance obligations. In July 2015, the FASB approved a one year deferral of the effective date of the new standard to 2018 for public companies, with an option that would permit companies to adopt the new standard as early as the original effective date of 2017. The Company has determined that its HHS BARDA government contract is not within the scope of ASU 2014-09 as the government entity is not a customer under the agreement. The Company adopted this standard with respect to its royalty revenue using the modified retrospective method on January 1, 2018. Under the modified retrospective transition method, the cumulative effect of applying the standard is recognized at the date of initial application for all contracts not completed as of the date of adoption. The adoption of ASU 2014 09 did not have any effect on the Company’s financial condition or results of operations and therefore no cumulative effect adjustment was recorded, although the Company has modified its accounting policies to reflect the requirements of this standard and make additional disclosures. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016 02 Leases (Topic 842), which replaces most current lease guidance when it becomes effective. This standard update intends to increase the transparency and improve comparability by requiring entities to recognize assets and liabilities on the balance sheet for all leases, with certain exceptions. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statements of operations. The new guidance will be effective for the Company starting in the first quarter of fiscal 2019, with early adoption permitted. The Company plans to adopt the new guidance effective January 1, 2019, using the modified retrospective method. The adoption will have no impact on the Company’s statements of operations or cash flows but will increase both its reported assets and reported liabilities in equal amounts that have not yet been quantified. The Company has reviewed all other significant newly-issued accounting pronouncements and concluded that they either are not applicable to the Company’s operations or no material effect is expected on its condensed consolidated financial statements as a result of future adoption. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule Of Property Plant And Equipment Useful Life [Table Text Block] | Laboratory equipment 5 years Office and computer equipment 3 years Leasehold improvements Shorter of remaining lease term or estimated useful life |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable [Table Text Block] | Common stock $ 31,789 Total $ 31,789 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Cash and cash equivalents $ 25,525 Accounts receivable 14,666 Prepaid expenses 446 Property and equipment 170 Intangible assets: Developed technology (1) 22,400 In-process research and development (2) 1,600 Total assets 64,807 Accounts payable (3,379) Other current liabilities (6,351) L iability related to sale of future royalties (16,300) Net assets acquired 38,777 Purchase price (31,789) Bargain purchase gain (3) $ 6,988 |
Business Combination, Separately Recognized Transactions [Table Text Block] | Revenue $ 893,000 Net loss $ (362,000) |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended March 31, 2018 2017 (in thousands) Total revenue $ 13,039 $ 7,176 Net income (loss) $ 5,899 $ (7,915) |
Fair Value of Financial Instr23
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Level 1 Level 2 Level 3 Total March 3 1, 2018 (in thousands) Recurring Financial Assets: Money Market Funds $ 5,600 $ — $ — $ 5,600 Corporate Bonds — — — — Total assets $ 5,600 $ — $ — $ 5,600 Level 1 Level 2 Level 3 Total December 3 1, 2017 (in thousands) Recurring Financial Assets: Money Market Funds $ 1,192 $ — $ — $ 1,192 Corporate Bonds — 1,415 — 1,415 Total assets $ 1,192 $ 1,415 $ — $ 2,607 |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | Level 1 Level 2 Level 3 Total March 3 1, 2018 (in thousands) Recurring Financial Liabilities: Convertible promissory notes embedded derivative $ — $ — $ — $ — Convertible preferred stock warrant liability — — — — Total liabilities $ — $ — $ — $ — Level 1 Level 2 Level 3 Total December 3 1, 2017 (in thousands) Recurring Financial Liabilities: Convertible promissory notes embedded derivative $ — $ — $ — $ — Convertible preferred stock warrant liability — — 67 67 Total liabilities $ — $ — $ 67 $ 67 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Convertible Preferred Stock Warrant Liability Convertible Notes Embedded Derivative Liability Total (in thousands) Balance at January 1, 2018 $ 67 $ — $ 67 Issuances — — — Revaluation loss included in (loss) gain on revaluation of financial instruments, net 3 — 3 Settlements (70) — (70) Balance at March 31, 2018 $ — $ — $ — Total gains included in other income and (expenses) attributable to $ — $ — $ — Convertible Preferred Stock Warrant Liability Convertible Notes Embedded Derivative Liability Total (in thousands) Balance at January 1, 2017 $ 134 $ 3,280 $ 3,414 Issuances — — — Revaluation gains included in (loss) gain on revaluation of financial instruments, net (32) (150) (182) Settlements — — — Balance at March 31, 2017 $ 102 $ 3,130 $ 3,232 Total gains included in other income and (expenses) attributable to $ 32 $ 150 $ 182 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Cash, Cash Equivalents and Investments [Table Text Block] | March 31, 2018 Gross Unrecognized Gains Gross Unrecognized Losses Estimated Fair Value Amortized Cost Carrying Value (in thousands) Money market funds $ 5,600 $ — $ — $ 5,600 $ 5,600 Corporate bonds — — — — — Total $ 5,600 $ — $ — $ 5,600 $ 5,600 Reported as: Cash equivalents $ 5,600 $ — $ — $ 5,600 $ 5,600 Short-term investments — — — — — Total $ 5,600 $ — $ — $ 5,600 $ 5,600 December 31, 2017 Gross Unrecognized Gains Gross Unrecognized Losses Estimated Fair Value Amortized Cost Carrying Value (in thousands) Money market funds $ 1,192 $ — $ — $ 1,192 $ 1,192 Corporate bonds 1,415 — — 1,415 1,415 Total $ 2,607 $ — $ — $ 2,607 $ 2,607 Reported as: Cash equivalents $ 1,192 $ — $ — $ 1,192 $ 1,192 Short-term investments 1,415 — — 1,415 1,415 Total $ 2,607 $ — $ — $ 2,607 $ 2,607 |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | March 31, December 31, (in thousands) Royalties receivable $ 11,939 $ — Government contract - billed 230 477 Government contract - unbilled 112 153 Tax credit receivable 1,068 — Accounts receivable, net of allowance $ 13,349 $ 630 |
Property, Plant and Equipment [Table Text Block] | March 31, 2018 December 31, 2017 (in thousands) Laboratory equipment $ 1,771 $ 1,565 Office and computer equipment 296 175 Leasehold improvements 281 226 Total property and equipment 2,348 1,966 Less: accumulated depreciation (1,334) (1,236) Property and equipment, net $ 1,014 $ 730 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | March 31, 2018 December 31, 2017 (in thousands) Purchased technology $ 22,400 $ — In-process research and development 1,600 — Intellectual property 80 80 Total cost 24,080 80 Less accumulated amortization 453 40 Intangible assets, net $ 23,627 $ 40 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | December 31, 2017 2018 (nine months remaining) $ 2,428 2019 2,254 2020 1,757 2021 1,758 2022 1,757 Thereafter 12,073 Total $ 22,027 |
Schedule of Accrued Liabilities [Table Text Block] | March 31, 2018 December 31, 2017 (in thousands) Accrued compensation $ 1,076 $ 1,320 Accrued clinical and manufacturing expenses 359 69 Accrued professional and consulting services 254 113 Convertible preferred stock warrant liability — 67 Other 450 36 Total $ 2,139 $ 1,605 |
Liabilities Related to Sale o25
Liabilities Related to Sale of Future Royalties (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Deferred Revenue, by Arrangement, Disclosure [Table Text Block] | Total Liability related to sale of future royalties, February 13, 2018 $ 16,300 Non-cash interest expense recognized 298 Total Liability related to sale of future royalties, March 31, 2018 $ 16,598 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Year ending December 31, 2018 (9 months remaining) $ 548 2019 568 2020 411 2021 56 Thereafter — Total $ 1,583 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Convertible Preferred Stock [Table Text Block] | Shares Shares Net Liquidation (in thousands) (in thousands) Series A 94,988 94,988 $ 2,949 $ 2,737 Series B 747,095 520,973 16,115 17,219 Series C 820,088 605,103 19,877 20,000 Total 1,662,171 1,221,064 $ 38,941 $ 39,956 |
Schedule of Common Stock Reserved for Issuance [Table Text Block] | March 31, 2018 December 31, 2017 Convertible preferred stock outstanding — 1,221,064 Options issued and outstanding 832,942 304,850 Available for future grants of equity awards 380,426 — Cumulative convertible preferred stock dividends — 441,096 Convertible preferred stock warrants 10,914 10,914 Total 1,224,282 1,977,924 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Average Exercise Price Shares Available For Grant Number of Options Outstanding Balance at January 1, 2018 — 304,850 $ 9.50 Assumed on consummation of Merger 291,102 627,106 $ 24.14 Exercised — (2,013) $ 6.49 Forfeited — (17,208) $ 8.83 Canceled 66,597 (79,793) $ 23.53 Balance at March 31, 2018 357,699 832,942 $ 19.20 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended March 31. 2018 2017 (in thousands) Research and development $ 44 $ 69 General and administrative 42 55 Total stock-based compensation $ 86 $ 124 |
Net Income (Loss) Per Share A29
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended 2018 2017 Net income (loss) attributable to common stockholders – basic calculation $ 1,975 $ (3,506) Interest charges applicable to convertible promissory notes 295 — Series B and C preferred dividend 339 — Series A preferred dividend (28) — Net income (loss) used for net income (loss) per share – diluted calculation 2,581 (3,506) Shares used to compute net income (loss) per share – basic 3,656,360 135,658 Potential common shares from exercise of options 25,550 — Shares issuable upon conversion of convertible promissory notes, related party 750,924 — Shares issuable upon conversion of Series B and C convertible preferred stock and accrued dividends 866,917 — Shares used to compute net income (loss) per share – diluted 5,299,751 135,658 Net income (loss) per share – basic $ 0.54 $ (25.84) Net income (loss) per share – diluted $ 0.49 $ (25.84) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended March 31, 2018 2017 Options to purchase common stock 529,332 272,287 Warrant to purchase common stock 5,700 — Warrant to purchase convertible preferred stock 3,613 7,563 Series B and C convertible preferred stock outstanding, including cumulative dividends — 1,501,566 Series A convertible preferred stock outstanding — 94,988 Convertible promissory notes, related party (as converted) — 687,362 Total potentially dilutive securities excluded from denominator of the diluted earnings per share computation 538,645 2,563,766 |
Organization and Basis of Pre30
Organization and Basis of Presentation (Details) $ in Thousands | Feb. 13, 2018shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) |
Organization and Basis of Presentation (Details) [Line Items] | |||
Stockholders' Equity, Reverse Stock Split | the Company effected a reverse stock split at a ratio of one new share for every eleven shares of the Company’s common stock outstanding | ||
Stock Issued During Period, Shares, Reverse Stock Splits | shares | 7,100,000 | ||
Exchange Ratio, Number of Shares Exchanged Per Share | shares | 0.0201346 | ||
Number of Reportable Segments | 1 | ||
Retained Earnings (Accumulated Deficit) | $ | $ (77,668) | $ (79,982) | |
Private Vaxarts Stockholderrs Warrantholders And Optionsholders [Member] | |||
Organization and Basis of Presentation (Details) [Line Items] | |||
Equity Method Investment, Ownership Percentage | 51.00% | ||
Aviragens Stockholderrs And Optionsholders [Member] | |||
Organization and Basis of Presentation (Details) [Line Items] | |||
Equity Method Investment, Ownership Percentage | 49.00% | ||
Oxford Finance [Member] | |||
Organization and Basis of Presentation (Details) [Line Items] | |||
Retained Earnings (Accumulated Deficit) | $ | $ 77,700 | ||
Loan Agreement, Borrowed Amount | $ | $ 4,700 | ||
Common Stock [Member] | |||
Organization and Basis of Presentation (Details) [Line Items] | |||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 0.22148 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Minimum [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year 109 days |
Maximum [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 11 years 9 months |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details) - Estimated Useful Lives | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies (Details) - Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment, Useful Lives | 20 years |
Laboratory Equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment, Useful Lives | 5 years |
Office Equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment, Useful Lives | 3 years |
Leasehold Improvements [Member] | |
Summary of Significant Accounting Policies (Details) - Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment, Useful Lives, Description | Shorter of remaining lease term or estimated useful life |
Business Combination (Details)
Business Combination (Details) - USD ($) $ in Millions | Feb. 13, 2018 | Mar. 31, 2018 |
Business Combination (Details) [Line Items] | ||
Business Combination, Acquisition Related Costs | $ 1.4 | $ 0.5 |
Maximum [Member] | ||
Business Combination (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 11 years 9 months | |
Minimum [Member] | ||
Business Combination (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 1 year 109 days |
Business Combination (Details)
Business Combination (Details) - Total purchase price for Aviragen $ in Thousands | Feb. 13, 2018USD ($) |
Total purchase price for Aviragen [Abstract] | |
Common stock | $ 31,789 |
Total | $ 31,789 |
Business Combination (Details35
Business Combination (Details) - Allocation of the purchase price to the fair value of the respective assets and liabilities acquired - USD ($) $ in Thousands | Feb. 13, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Allocation of the purchase price to the fair value of the respective assets and liabilities acquired [Abstract] | |||
Cash and cash equivalents | $ 25,525 | ||
Accounts receivable | 14,666 | ||
Prepaid expenses | 446 | ||
Property and equipment | 170 | ||
Intangible assets: | |||
Developed technology (1) | 22,400 | ||
In-process research and development (2) | 1,600 | ||
Total assets | 64,807 | ||
Accounts payable | (3,379) | ||
Other current liabilities | (6,351) | ||
Liability related to sale of future royalties | (16,300) | ||
Net assets acquired | 38,777 | ||
Purchase price | (31,789) | ||
Bargain purchase gain (3) | $ 6,988 | $ 6,988 |
Business Combination (Details36
Business Combination (Details) - Selected amounts related to Aviragen’s business included in the Company’s condensed consolidated sta $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Selected amounts related to Aviragen’s business included in the Company’s condensed consolidated sta [Abstract] | |
Revenue | $ 893,000 |
Net loss | $ (362,000) |
Business Combination (Details37
Business Combination (Details) - Unaudited pro forma information is summarized - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Unaudited pro forma information is summarized [Abstract] | ||
Total revenue | $ 13,039 | $ 7,176 |
Net income (loss) | $ 5,899 | $ (7,915) |
Fair Value of Financial Instr38
Fair Value of Financial Instruments (Details) - Company’s financial assets measured at fair value - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value of Financial Instruments (Details) - Company’s financial assets measured at fair value [Line Items] | ||
Financial Assets | $ 5,600 | $ 2,607 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value of Financial Instruments (Details) - Company’s financial assets measured at fair value [Line Items] | ||
Financial Assets | 5,600 | 1,192 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value of Financial Instruments (Details) - Company’s financial assets measured at fair value [Line Items] | ||
Financial Assets | 1,415 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value of Financial Instruments (Details) - Company’s financial assets measured at fair value [Line Items] | ||
Financial Assets | ||
Money Market Funds [Member] | ||
Fair Value of Financial Instruments (Details) - Company’s financial assets measured at fair value [Line Items] | ||
Financial Assets | 5,600 | 1,192 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value of Financial Instruments (Details) - Company’s financial assets measured at fair value [Line Items] | ||
Financial Assets | 5,600 | 1,192 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value of Financial Instruments (Details) - Company’s financial assets measured at fair value [Line Items] | ||
Financial Assets | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value of Financial Instruments (Details) - Company’s financial assets measured at fair value [Line Items] | ||
Financial Assets | ||
Corporate Bonds [Member] | ||
Fair Value of Financial Instruments (Details) - Company’s financial assets measured at fair value [Line Items] | ||
Financial Assets | 1,415 | |
Corporate Bonds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value of Financial Instruments (Details) - Company’s financial assets measured at fair value [Line Items] | ||
Financial Assets | ||
Corporate Bonds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value of Financial Instruments (Details) - Company’s financial assets measured at fair value [Line Items] | ||
Financial Assets | 1,415 | |
Corporate Bonds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value of Financial Instruments (Details) - Company’s financial assets measured at fair value [Line Items] | ||
Financial Assets |
Fair Value of Financial Instr39
Fair Value of Financial Instruments (Details) - Company’s financial liabilities measured at fair value - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Convertible promissory notes embedded derivative liability [Member] | ||
Recurring Financial Liabilities: | ||
Financial Liability | ||
Convertible promissory notes embedded derivative liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Recurring Financial Liabilities: | ||
Financial Liability | ||
Convertible promissory notes embedded derivative liability [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Recurring Financial Liabilities: | ||
Financial Liability | ||
Convertible promissory notes embedded derivative liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Recurring Financial Liabilities: | ||
Financial Liability | ||
Convertible preferred stock warrant liability [Member] | ||
Recurring Financial Liabilities: | ||
Financial Liability | 67 | |
Convertible preferred stock warrant liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Recurring Financial Liabilities: | ||
Financial Liability | ||
Convertible preferred stock warrant liability [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Recurring Financial Liabilities: | ||
Financial Liability | ||
Convertible preferred stock warrant liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Recurring Financial Liabilities: | ||
Financial Liability | $ 67 |
Fair Value of Financial Instr40
Fair Value of Financial Instruments (Details) - A reconciliation of all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | $ 67 | $ 3,414 |
Issuances | ||
Revaluation loss (gains) included in (loss) gain on revaluation of financial instruments, net | 3 | (182) |
Settlements | (70) | |
Balance | 3,232 | |
Total gains included in other income and (expenses) attributable to liabilities still held as of March 31 | 182 | |
Convertible preferred stock warrant liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | 67 | 134 |
Issuances | ||
Revaluation loss (gains) included in (loss) gain on revaluation of financial instruments, net | 3 | (32) |
Settlements | (70) | |
Balance | 102 | |
Total gains included in other income and (expenses) attributable to liabilities still held as of March 31 | 32 | |
Convertible promissory notes embedded derivative liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | 3,280 | |
Issuances | ||
Revaluation loss (gains) included in (loss) gain on revaluation of financial instruments, net | (150) | |
Settlements | ||
Balance | 3,130 | |
Total gains included in other income and (expenses) attributable to liabilities still held as of March 31 | $ 150 |
Balance Sheet Components (Detai
Balance Sheet Components (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | ||
Depreciation | $ 98,000 | $ 96,000 |
Amortization of Intangible Assets | $ 413,000 | $ 1,000 |
Balance Sheet Components (Det42
Balance Sheet Components (Details) - Cash equivalents and short‑term investments - USD ($) $ in Thousands | Mar. 31, 2018 | Mar. 31, 2017 |
Balance Sheet Components (Details) - Cash equivalents and short‑term investments [Line Items] | ||
Amortized Cost | $ 5,600 | $ 2,607 |
Gross Unrecognized Gains | ||
Gross Unrecognized Losses | ||
Estimated Fair Value | 5,600 | 2,607 |
Carrying Value | 5,600 | 2,607 |
Corporate Bonds [Member] | ||
Balance Sheet Components (Details) - Cash equivalents and short‑term investments [Line Items] | ||
Amortized Cost | 1,415 | |
Gross Unrecognized Gains | ||
Gross Unrecognized Losses | ||
Estimated Fair Value | 1,415 | |
Carrying Value | 1,415 | |
Short-term Investments [Member] | ||
Balance Sheet Components (Details) - Cash equivalents and short‑term investments [Line Items] | ||
Amortized Cost | 1,415 | |
Gross Unrecognized Gains | ||
Gross Unrecognized Losses | ||
Estimated Fair Value | 1,415 | |
Carrying Value | 1,415 | |
Money Market Funds [Member] | ||
Balance Sheet Components (Details) - Cash equivalents and short‑term investments [Line Items] | ||
Amortized Cost | 5,600 | 1,192 |
Gross Unrecognized Gains | ||
Gross Unrecognized Losses | ||
Estimated Fair Value | 5,600 | 1,192 |
Carrying Value | 5,600 | 1,192 |
Cash Equivalents [Member] | ||
Balance Sheet Components (Details) - Cash equivalents and short‑term investments [Line Items] | ||
Amortized Cost | 5,600 | 1,192 |
Gross Unrecognized Gains | ||
Gross Unrecognized Losses | ||
Estimated Fair Value | 5,600 | 1,192 |
Carrying Value | $ 5,600 | $ 1,192 |
Balance Sheet Components (Det43
Balance Sheet Components (Details) - Accounts receivable net of allowance - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accounts receivable net of allowance [Abstract] | ||
Royalties receivable | $ 11,939 | |
Government contract - billed | 230 | 477 |
Government contract - unbilled | 112 | 153 |
Tax credit receivable | 1,068 | |
Accounts receivable, net of allowance | $ 13,349 | $ 630 |
Balance Sheet Components (Det44
Balance Sheet Components (Details) - Property and equipment, net - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property and equipment, net [Abstract] | ||
Laboratory equipment | $ 1,771 | $ 1,565 |
Office and computer equipment | 296 | 175 |
Leasehold improvements | 281 | 226 |
Total property and equipment | 2,348 | 1,966 |
Less: accumulated depreciation | (1,334) | (1,236) |
Property and equipment, net | $ 1,014 | $ 730 |
Balance Sheet Components (Det45
Balance Sheet Components (Details) - Intangible assets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Balance Sheet Components (Details) - Intangible assets [Line Items] | ||
Intangible assets, gross | $ 24,080 | $ 80 |
Less accumulated amortization | 453 | 40 |
Intangible assets, net | 23,627 | 40 |
Purchased Technology [Member] | ||
Balance Sheet Components (Details) - Intangible assets [Line Items] | ||
Intangible assets, gross | 22,400 | |
In Process Research and Development [Member] | ||
Balance Sheet Components (Details) - Intangible assets [Line Items] | ||
Intangible assets, gross | 1,600 | |
Intellectual Property [Member] | ||
Balance Sheet Components (Details) - Intangible assets [Line Items] | ||
Intangible assets, gross | $ 80 | $ 80 |
Balance Sheet Components (Det46
Balance Sheet Components (Details) - The estimated future amortization expense by year $ in Thousands | Dec. 31, 2017USD ($) |
The estimated future amortization expense by year [Abstract] | |
2018 (nine months remaining) | $ 2,428 |
2,019 | 2,254 |
2,020 | 1,757 |
2,021 | 1,758 |
2,022 | 1,757 |
Thereafter | 12,073 |
Total | $ 22,027 |
Balance Sheet Components (Det47
Balance Sheet Components (Details) - Accrued liabilities - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accrued liabilities [Abstract] | ||
Accrued compensation | $ 1,076 | $ 1,320 |
Accrued clinical and manufacturing expenses | 359 | 69 |
Accrued professional and consulting services | 254 | 113 |
Convertible preferred stock warrant liability | 67 | |
Other | 450 | 36 |
Total | $ 2,139 | $ 1,605 |
Revenue (Details)
Revenue (Details) ¥ in Billions | May 25, 2017USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2018JPY (¥) | Mar. 31, 2017USD ($) |
Revenue (Details) [Line Items] | ||||
Revenues | $ 1,503,000 | $ 2,310,000 | ||
Royalty Arrangement [Member] | HCRP [Member] | ||||
Revenue (Details) [Line Items] | ||||
Deferred Revenue, Additions | 20,000,000 | |||
Entity Loan Modification Program [Member] | HHS BARDA [Member] | ||||
Revenue (Details) [Line Items] | ||||
Contract with Customer, Liability | $ 14,000,000 | |||
Contract with Customer, Liability, Cumulative Catch-up Adjustment to Revenue, Modification of Contract | 1,700,000 | |||
Cost of Goods and Services Sold | $ 15,700,000 | |||
Contract with Customer, Liability, Revenue Recognized | 600,000 | 2,300,000 | ||
Royalty [Member] | ||||
Revenue (Details) [Line Items] | ||||
Revenues | 893,000 | |||
Royalty [Member] | Relenza® recognized [Member] | ||||
Revenue (Details) [Line Items] | ||||
Revenues | 341,000 | |||
Royalty [Member] | Aviragen Therapeutics Inc [Member] | ||||
Revenue (Details) [Line Items] | ||||
Revenues | $ 5,000,000 | ¥ 20 | ||
Royalty Percentage | 4.00% | 4.00% | ||
Royalty [Member] | Inavir® recognized [Member] | ||||
Revenue (Details) [Line Items] | ||||
Revenues | $ 552,000 | |||
Royalty [Member] | JAPAN | ||||
Revenue (Details) [Line Items] | ||||
Revenues | $ 28,000 | |||
Royalty Percentage | 5.00% | 5.00% |
Liabilities Related to Sale o49
Liabilities Related to Sale of Future Royalties (Details) $ in Millions | 1 Months Ended |
Apr. 30, 2016USD ($) | |
HCRP [Member] | Royalty Arrangement [Member] | |
Liabilities Related to Sale of Future Royalties (Details) [Line Items] | |
Debt, Additions | $ 20 |
Liabilities Related to Sale o50
Liabilities Related to Sale of Future Royalties (Details) - Liability related to sale of future Royalties $ in Thousands | 2 Months Ended |
Mar. 30, 2018USD ($) | |
Liability related to sale of future Royalties [Abstract] | |
Total Liability related to sale of future royalties, February 13, 2018 | $ 16,300 |
Non-cash interest expense recognized | 298 |
Total Liability related to sale of future royalties, March 31, 2018 | $ 16,598 |
Convertible Promissory Notes,51
Convertible Promissory Notes, Related Parties (Details) - USD ($) | Feb. 13, 2018 | Nov. 20, 2015 | Dec. 10, 2014 | Mar. 31, 2018 | Dec. 31, 2017 |
Convertible Promissory Notes, Related Parties (Details) [Line Items] | |||||
Proceeds from Convertible Debt | $ 25,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
Debt Instrument, Increase, Accrued Interest | $ 6,300,000 | ||||
Debt Instrument, Unamortized Discount | $ 400,000 | ||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,571,702 | ||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 9.05 | ||||
Debt Conversion, Converted Instrument, Amount | $ 14,200,000 | $ 250,000 | |||
Other Ownership Interests, Contributed Capital | 21,400,000 | ||||
Note Purchase Agreement [Member] | |||||
Convertible Promissory Notes, Related Parties (Details) [Line Items] | |||||
Proceeds from Convertible Debt | $ 18,400,000 | ||||
Second Note Purchase Agreement [Member] | |||||
Convertible Promissory Notes, Related Parties (Details) [Line Items] | |||||
Proceeds from Convertible Debt | $ 11,000,000 | ||||
Convertible Promissory Notes [Member] | |||||
Convertible Promissory Notes, Related Parties (Details) [Line Items] | |||||
Debt Instrument, Face Amount | 35,600,000 | ||||
Debt Instrument, Periodic Payment, Interest | 6,600,000 | ||||
Debt Instrument, Periodic Payment, Principal | $ 29,400,000 | ||||
Notes Issued in 2014 [Member] | |||||
Convertible Promissory Notes, Related Parties (Details) [Line Items] | |||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 1,900,000 | ||||
Debt Issuance Costs, Net | 20,000 | ||||
Notes Issued in 2015 [Member] | |||||
Convertible Promissory Notes, Related Parties (Details) [Line Items] | |||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 1,300,000 | ||||
Debt Issuance Costs, Net | $ 7,000 |
Secured Promissory Note Payab52
Secured Promissory Note Payable to Oxford Finance (Details) - USD ($) | Feb. 13, 2018 | Dec. 22, 2016 | Mar. 31, 2018 | Mar. 31, 2017 |
Secured Promissory Note Payable to Oxford Finance (Details) [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 95,000 | $ 57,000 | ||
Debt Conversion, Converted Instrument, Amount | $ 14,200,000 | 250,000 | ||
Oxford Finance [Member] | ||||
Secured Promissory Note Payable to Oxford Finance (Details) [Line Items] | ||||
Debt Instrument, Interest Rate Terms | 30-day U.S. LIBOR plus 6.17% | |||
Debt Instrument, Interest Rate, Effective Percentage | 6.17% | |||
Debt Instrument, Payment Terms | secured promissory note and is repayable over four years, with interest only payable over the first 12 months and the balance fully amortized over the subsequent 36 months | |||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 325,000 | |||
Interest Expense, Debt | 130,000 | 126,000 | ||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 95,000 | $ 57,000 | ||
Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | Oxford Finance [Member] | ||||
Secured Promissory Note Payable to Oxford Finance (Details) [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 7,563 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 33.11 | |||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 134,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.50% | |||
Warrant [Member] | Common Stock [Member] | Oxford Finance [Member] | ||||
Secured Promissory Note Payable to Oxford Finance (Details) [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 10,914 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 22.99 | |||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 70,000 | |||
Debt Conversion, Converted Instrument, Issuance Date | Feb. 13, 2018 |
Commitments and Contingencies53
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Commitments and Contingencies (Details) [Line Items] | ||
Operating Leases, Rent Expense | $ 146,000 | $ 161,000 |
Office Space In San Francisco California [Member] | The first lease [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Lease Expiration Date | Jul. 31, 2017 | |
Office Space In San Francisco California [Member] | The second lease [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Lease Expiration Month and Year | April 2,020 | |
Office Space In San Francisco California [Member] | The third lease [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Lease Expiration Date | Dec. 31, 2018 |
Commitments and Contingencies54
Commitments and Contingencies (Details) - The future minimum lease payments $ in Thousands | Dec. 31, 2017USD ($) |
The future minimum lease payments [Abstract] | |
2018 (9 months remaining) | $ 548 |
2,019 | 568 |
2,020 | 411 |
2,021 | 56 |
Thereafter | |
Total | $ 1,583 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 13, 2018 | Dec. 31, 2017 | Mar. 31, 2018 |
Stockholders' Equity (Details) [Line Items] | |||
Preferred Stock, Shares Authorized (in Shares) | 5,000,000 | 5,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.10 | $ 0.10 | |
Preferred Stock, Shares Outstanding (in Shares) | 1,221,064 | 0 | |
Convertible Preferred Stock, Terms of Conversion | At the option of the holder, each share of convertible preferred stock was convertible, one‑for‑one, subject to adjustment for anti‑dilution protection, into shares of common stock. Each share automatically converted into the number of shares of common stock into which the shares were convertible at the then applicable conversion ratio upon: (1) the closing of the sale of the Company’s common stock in a public offering provided the offering price per share was not less than three times the Series C convertible preferred stock original issue price of $33.05196 and the aggregate gross proceeds were not less than $30.0 million, or (2) upon receipt of a written consent of the holders of a majority of the then outstanding shares of convertible preferred stock voting as a single class on an as‑converted basis | ||
Convertible Preferred Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Preferred Stock, Shares Authorized (in Shares) | 1,662,171 | ||
Preferred Stock, Shares Outstanding (in Shares) | 1,221,064 | ||
Preferred Stock, Voting Rights | The holders of Series A convertible preferred stock, voting as a separate class, were entitled to elect one member of the board of directors. As long as a specified investor held at least one share of Series C convertible preferred stock, the specified investor was able to designate one member of the board of directors, who would have been elected by the holders of Series C convertible preferred stock voting as a separate class. As long as a specified investor held least one share of Series B convertible preferred stock, the specified investor was able to designate one member of the board of directors, who would have been elected by the holders of Series B convertible preferred stock voting as a separate class. The holders of common stock, voting as a separate class, were entitled to elect two members of the board of directors, one of whom was the duly appointed chief executive officer of the Company | ||
Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Preferred Stock, Shares Authorized (in Shares) | 820,088 | ||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 2.64416 | ||
Preferred Stock, Per Share Amounts of Preferred Dividends in Arrears | 33.05196 | ||
Dividends, Preferred Stock (in Dollars) | $ 7.3 | $ 7.1 | |
Preferred Stock, Dividends Per Share, Declared | $ 12.06 | $ 11.74 | |
Preferred Stock, Shares Outstanding (in Shares) | 605,103 | ||
Shares Issued, Price Per Share | 33.05196 | ||
Preferred Stock, Liquidation Preference Per Share | $ 33.05196 | ||
Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | Minimum [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Preferred Stock, Shares Outstanding (in Shares) | 20,134 | ||
Proceeds from Issuance of Convertible Preferred Stock (in Dollars) | $ 30 | ||
Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Preferred Stock, Shares Authorized (in Shares) | 747,095 | ||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 2.64416 | ||
Preferred Stock, Per Share Amounts of Preferred Dividends in Arrears | 33.05196 | ||
Dividends, Preferred Stock (in Dollars) | $ 7.6 | $ 7.5 | |
Preferred Stock, Dividends Per Share, Declared | $ 15.78 | $ 15.56 | |
Preferred Stock, Shares Outstanding (in Shares) | 483,387 | 520,973 | |
Preferred Stock, Liquidation Preference Per Share | $ 33.05196 | ||
Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | Minimum [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Preferred Stock, Shares Outstanding (in Shares) | 20,134 | ||
Convertible Preferred Stock [Member] | Series A Preferred Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Preferred Stock, Shares Authorized (in Shares) | 94,988 | ||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 2.30449 | ||
Preferred Stock, Shares Outstanding (in Shares) | 94,988 | ||
Preferred Stock, Liquidation Preference Per Share | $ 28.80613 | ||
Common Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 3,510,439 | ||
Common Stock [Member] | Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 696,028 | ||
Common Stock [Member] | Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | Dividend Paid [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 253,851 | ||
Common Stock [Member] | Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 599,259 | ||
Common Stock [Member] | Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | Dividend Paid [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 265,340 | ||
Common Stock [Member] | Convertible Preferred Stock [Member] | Series A Preferred Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 104,065 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Convertible preferred stock - USD ($) $ in Thousands | Mar. 31, 2018 | Feb. 13, 2018 | Dec. 31, 2017 |
Stockholders' Equity (Details) - Convertible preferred stock [Line Items] | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares outstanding | 0 | 1,221,064 | |
Preferred stock, net carrying value | $ 1 | ||
Preferred stock, liquidation preference | $ 39,956 | $ 39,956 | |
Convertible Preferred Stock [Member] | |||
Stockholders' Equity (Details) - Convertible preferred stock [Line Items] | |||
Preferred stock, shares authorized | 1,662,171 | ||
Preferred stock, shares outstanding | 1,221,064 | ||
Preferred stock, net carrying value | $ 38,941 | ||
Preferred stock, liquidation preference | $ 39,956 | ||
Convertible Preferred Stock [Member] | Series A Preferred Stock [Member] | |||
Stockholders' Equity (Details) - Convertible preferred stock [Line Items] | |||
Preferred stock, shares authorized | 94,988 | ||
Preferred stock, shares outstanding | 94,988 | ||
Preferred stock, net carrying value | $ 2,949 | ||
Preferred stock, liquidation preference | $ 2,737 | ||
Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | |||
Stockholders' Equity (Details) - Convertible preferred stock [Line Items] | |||
Preferred stock, shares authorized | 747,095 | ||
Preferred stock, shares outstanding | 483,387 | 520,973 | |
Preferred stock, net carrying value | $ 16,115 | ||
Preferred stock, liquidation preference | $ 17,219 | ||
Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | |||
Stockholders' Equity (Details) - Convertible preferred stock [Line Items] | |||
Preferred stock, shares authorized | 820,088 | ||
Preferred stock, shares outstanding | 605,103 | ||
Preferred stock, net carrying value | $ 19,877 | ||
Preferred stock, liquidation preference | $ 20,000 |
Stockholders' Equity (Details57
Stockholders' Equity (Details) - Common stock reserved for issuance - shares | Mar. 31, 2018 | Dec. 31, 2017 |
Stockholders' Equity (Details) - Common stock reserved for issuance [Line Items] | ||
Common stock reserved for issuance | 1,224,282 | 1,977,924 |
Convertible Preferred Stock Outstanding [Member] | ||
Stockholders' Equity (Details) - Common stock reserved for issuance [Line Items] | ||
Common stock reserved for issuance | 1,221,064 | |
Options Issued and Outstanding [Member] | ||
Stockholders' Equity (Details) - Common stock reserved for issuance [Line Items] | ||
Common stock reserved for issuance | 832,942 | 304,850 |
Options Available for Future Grants [Member] | ||
Stockholders' Equity (Details) - Common stock reserved for issuance [Line Items] | ||
Common stock reserved for issuance | 380,426 | |
Cumulative Convertible Preferred Stock Dividends [Member] | ||
Stockholders' Equity (Details) - Common stock reserved for issuance [Line Items] | ||
Common stock reserved for issuance | 441,096 | |
Convertible Preferred Stock Warrants [Member] | ||
Stockholders' Equity (Details) - Common stock reserved for issuance [Line Items] | ||
Common stock reserved for issuance | 10,914 | 10,914 |
Equity Incentive Plans (Details
Equity Incentive Plans (Details) - 2016 Equity Plan [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($)shares | |
Employee Stock Option [Member] | |
Equity Incentive Plans (Details) [Line Items] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $ | $ 0.4 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 328 days |
Restricted Stock [Member] | |
Equity Incentive Plans (Details) [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | shares | 22,727 |
Maximum [Member] | Employee Stock Option [Member] | |
Equity Incentive Plans (Details) [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |
Equity Incentive Plans (Detai59
Equity Incentive Plans (Details) - Summary of stock option | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Summary of stock option [Abstract] | |
Balance at January 1, 2018 | |
Balance at January 1, 2018 | 304,850 |
Balance at January 1, 2018 (in Dollars per share) | $ / shares | $ 9.50 |
Assumed on consummation of Merger | 291,102 |
Assumed on consummation of Merger | 627,106 |
Assumed on consummation of Merger (in Dollars per share) | $ / shares | $ 24.14 |
Exercised | (2,013) |
Exercised (in Dollars per share) | $ / shares | $ 6.49 |
Forfeited | (17,208) |
Forfeited (in Dollars per share) | $ / shares | $ 8.83 |
Canceled | 66,597 |
Canceled | (79,793) |
Canceled (in Dollars per share) | $ / shares | $ 23.53 |
Balance at March 31, 2018 | 357,699 |
Balance at March 31, 2018 | 832,942 |
Balance at March 31, 2018 (in Dollars per share) | $ / shares | $ 19.20 |
Equity Incentive Plans (Detai60
Equity Incentive Plans (Details) - Total stock‑based compensation recognized for options - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | $ 86 | $ 124 |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | 44 | 69 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | $ 42 | $ 55 |
Net Income (Loss) Per Share A61
Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - Calculation of basic and diluted net income (loss) per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - Calculation of basic and diluted net income (loss) per share [Line Items] | ||
Net income (loss) attributable to common stockholders – basic calculation | $ 1,975 | $ (3,506) |
Interest charges applicable to convertible promissory notes | 295 | |
preferred dividend | (28) | |
Net income (loss) used for net income (loss) per share – diluted calculation | $ 2,581 | $ (3,506) |
Shares used to compute net income (loss) per share – basic | 3,656,360 | 135,658 |
Potential common shares from exercise of options | 25,550 | |
Shares issuable upon conversion of convertible promissory notes, related party | 750,924 | |
Shares used to compute net income (loss) per share – diluted | 5,299,751 | 135,658 |
Net income (loss) per share – basic | $ 0.54 | $ (25.84) |
Net income (loss) per share – diluted | $ 0.49 | $ (25.84) |
Series A Preferred Stock [Member] | ||
Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - Calculation of basic and diluted net income (loss) per share [Line Items] | ||
preferred dividend | $ 339 | |
Shares issuable upon conversion of Series B and C convertible preferred stock and accrued dividends | 866,917 |
Net Income (Loss) Per Share A62
Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - Potentially dilutive securities excluded from the computation of diluted weighted average shares - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from denominator of the diluted earnings per share computation | 538,645 | 2,563,766 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from denominator of the diluted earnings per share computation | 529,332 | 272,287 |
Warrant [Member] | Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from denominator of the diluted earnings per share computation | 5,700 | |
Warrant [Member] | Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from denominator of the diluted earnings per share computation | 3,613 | 7,563 |
Cumulative Convertible Preferred Stock Dividends [Member] | Series B and C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from denominator of the diluted earnings per share computation | 1,501,566 | |
Convertible Preferred Stock Outstanding [Member] | Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from denominator of the diluted earnings per share computation | 94,988 | |
Convertible Promissory Notes, Related Party [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from denominator of the diluted earnings per share computation | 687,362 |