Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | ENZON PHARMACEUTICALS, INC. | |
Entity Central Index Key | 0000727510 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Title of 12(b) Security | None | |
Security Exchange Name | NONE | |
Trading Symbol | ENZN | |
Entity Common Stock, Shares Outstanding | 74,214,603 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 5,311 | $ 5,446 |
Deferred stock offering expenses | 457 | 0 |
Refundable tax credits receivable, current portion | 0 | 485 |
Other current assets | 56 | 62 |
Total current assets | 5,824 | 5,993 |
Refundable tax credits receivable, net of current portion | 0 | 485 |
Total assets | 5,824 | 6,478 |
Current liabilities: | ||
Accounts payable | 306 | 324 |
Accrued expenses and other current liabilities | 348 | 99 |
Total current liabilities | 654 | 423 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity | ||
Preferred stock - $0.01 par value, authorized 3,000,000 shares; no shares issued and outstanding at September 30, 2020 and December 31, 2019 | 0 | 0 |
Common stock - $0.01 par value, authorized 170,000,000 shares; issued and outstanding 44,214,603 shares at September 30, 2020 and December 31, 2019 | 442 | 442 |
Additional paid-in capital | 75,690 | 75,690 |
Accumulated deficit | (70,962) | (70,077) |
Total stockholders' equity | 5,170 | 6,055 |
Total liabilities and stockholders' equity | $ 5,824 | $ 6,478 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 170,000,000 | 170,000,000 |
Common stock, shares issued | 44,214,603 | 44,214,603 |
Common stock, shares outstanding | 44,214,603 | 44,214,603 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | ||||
Royalties, net | $ 8 | $ 2 | $ 18 | $ 158 |
Total revenues | 8 | 2 | 18 | 158 |
Operating expenses: | ||||
General and administrative | 415 | 327 | 901 | 873 |
Total operating expenses | 415 | 327 | 901 | 873 |
Operating loss and loss before income tax expense | (407) | (325) | (883) | (715) |
Income tax expense | 0 | 0 | 2 | 2 |
Net loss | $ (407) | $ (325) | $ (885) | $ (717) |
Loss per common share | ||||
Basic | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
Diluted | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
Weighted-average number of shares - basic | 44,215 | 44,215 | 44,215 | 44,215 |
Weighted-average number of shares - diluted | 44,215 | 44,215 | 44,215 | 44,215 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 442,000 | $ 83,649,000 | $ (69,098,000) | $ 14,993,000 |
Balance (in shares) at Dec. 31, 2018 | 44,215 | |||
Net loss | $ 0 | 0 | (371,000) | (371,000) |
Common stock dividend | 0 | (2,653,000) | (2,653,000) | |
Balance at Mar. 31, 2019 | $ 442,000 | 80,996,000 | (69,469,000) | 11,969,000 |
Balance (in shares) at Mar. 31, 2019 | 44,215 | |||
Balance at Dec. 31, 2018 | $ 442,000 | 83,649,000 | (69,098,000) | 14,993,000 |
Balance (in shares) at Dec. 31, 2018 | 44,215 | |||
Net loss | (717,000) | |||
Balance at Sep. 30, 2019 | $ 442,000 | 75,690,000 | (69,815,000) | 6,317,000 |
Balance (in shares) at Sep. 30, 2019 | 44,215 | |||
Balance at Mar. 31, 2019 | $ 442,000 | 80,996,000 | (69,469,000) | 11,969,000 |
Balance (in shares) at Mar. 31, 2019 | 44,215 | |||
Net loss | $ 0 | 0 | (21,000) | (21,000) |
Balance at Jun. 30, 2019 | $ 442,000 | 80,996,000 | (69,490,000) | 11,948,000 |
Balance (in shares) at Jun. 30, 2019 | 44,215 | |||
Net loss | $ 0 | 0 | (325,000) | (325,000) |
Common stock dividend | 0 | (5,306,000) | (5,306,000) | |
Balance at Sep. 30, 2019 | $ 442,000 | 75,690,000 | (69,815,000) | 6,317,000 |
Balance (in shares) at Sep. 30, 2019 | 44,215 | |||
Balance at Dec. 31, 2019 | $ 442,000 | 75,690,000 | (70,077,000) | 6,055,000 |
Balance (in shares) at Dec. 31, 2019 | 44,215 | |||
Net loss | $ 0 | 0 | (242,000) | (242,000) |
Balance at Mar. 31, 2020 | $ 442,000 | 75,690,000 | (70,319,000) | 5,813,000 |
Balance (in shares) at Mar. 31, 2020 | 44,215 | |||
Balance at Dec. 31, 2019 | $ 442,000 | 75,690,000 | (70,077,000) | 6,055,000 |
Balance (in shares) at Dec. 31, 2019 | 44,215 | |||
Net loss | (885,000) | |||
Balance at Sep. 30, 2020 | $ 442,000 | 75,690,000 | (70,962,000) | 5,170,000 |
Balance (in shares) at Sep. 30, 2020 | 44,215 | |||
Balance at Mar. 31, 2020 | $ 442,000 | 75,690,000 | (70,319,000) | 5,813,000 |
Balance (in shares) at Mar. 31, 2020 | 44,215 | |||
Net loss | $ 0 | 0 | (236,000) | (236,000) |
Balance at Jun. 30, 2020 | $ 442,000 | 75,690,000 | (70,555,000) | 5,577,000 |
Balance (in shares) at Jun. 30, 2020 | 44,215 | |||
Net loss | $ 0 | 0 | (407,000) | (407,000) |
Balance at Sep. 30, 2020 | $ 442,000 | $ 75,690,000 | $ (70,962,000) | $ 5,170,000 |
Balance (in shares) at Sep. 30, 2020 | 44,215 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (885,000) | $ (717,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Changes in operating assets and liabilities | 1,050,000 | 6,886,000 |
Net cash provided by operating activities | 165,000 | 6,169,000 |
Cash flows from financing activities: | ||
Payment of deferred stock offering expenses | (300,000) | 0 |
Common stock dividend payments | 0 | (2,653,000) |
Net cash used in financing activities | (300,000) | (2,653,000) |
Net increase (decrease) in cash | (135,000) | 3,516,000 |
Cash beginning of period | 5,446,000 | 6,500,000 |
Cash end of period | 5,311,000 | 10,016,000 |
Supplemental non-cash financing disclosure: | ||
Deferred stock offering expenses | 157,000 | 0 |
Dividend declared in August 2019; paid in October 2019 | $ 0 | $ (5,306,000) |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2020 | |
Description of Business | |
Description of Business | (1) Description of Business Enzon Pharmaceuticals, Inc. (together with its subsidiaries, “Enzon” or the “Company,” “we” or “us”), is positioned as a public company acquisition vehicle, where the Company can become an acquisition platform and more fully utilize our net operating loss carryforwards (“NOLs”) and enhance stockholder value. The Company initiated a Rights Offering for common and preferred stock of the Company in September 2020 (see below and Note 15), which closed in October 2020, and realized $43.6 million in gross proceeds for the Company. This has enabled the Company to embark on its plan to realize the value of its more than $100 million NOLs by acquiring potentially profitable businesses or assets. To protect the NOLs, in August 2020, the Company’s Board of Directors adopted a Section 382 rights plan (see Note 14). Historically, the Company has received royalty revenues from licensing arrangements with other companies primarily related to sales of certain drug products that utilized Enzon’s proprietary technology. In recent years, the Company has had no clinical operations and limited corporate operations. The Company does have a series of licensing agreements in the drug Vicineum, which, if approved, will potentially generate milestone and royalty payments to the Company in the future. Prior to 2017, the Company received royalty revenues from sales of PegIntron, which is marketed by Merck & Co., Inc. (“Merck”). In 2020 net royalties from PegIntron have not been significant. There is a dispute with Merck regarding royalties (see Note 12). The Company has certain royalty agreements regarding SC Oncaspar and certain other drugs. The Company had, since 2013, planned to distribute excess cash to stockholders from its royalty revenues. In 2016, the Company’s Board of Directors adopted a Plan of Liquidation and Dissolution (the “Plan”). Following each subsequent periodic assessment, the Company’s Board of Directors postponed seeking shareholder approval of the Plan, and on November 9, 2020, the Company’s Board of Directors withdrew and terminated the Plan as the result of its successful rights offering (see above and Notes 11 and 15). The Company maintains its principal executive offices at 20 Commerce Drive, Suite 135, Cranford, New Jersey, 07016. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Basis of Presentation | |
Basis of Presentation | (2) Basis of Presentation Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared from the books and records of the Company in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information and Rule 10‑01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (SEC). Accordingly, these financial statements do not include all of the information and footnotes required for complete annual financial statements. Interim results are not necessarily indicative of the results that may be expected for the full year. Interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2019. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated as part of the consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include legal and contractual contingencies and income taxes. Although management bases its estimates on historical experience, relevant current information and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates. Deferred Stock Offering Expenses The Company classifies amounts related to the Rights Offering (see Note 13) not completed as of the balance sheet date as Deferred Stock Offering Expenses. Such costs will be reclassified as an offset to Additional Paid-in-Capital upon termination of the Rights Offering. During the nine months ended September 30, 2020, the Company incurred approximately $457,000 of offering related costs, all of which was incurred during the three months ended September 30, 2020. Revenue Recognition Royalty revenues from the Company’s agreements with third parties are recognized when the Company can reasonably determine the amounts earned. In most cases, this will be upon notification from the third-party licensee, which is typically during the quarter following the quarter in which the sales occurred. The Company does not participate in the selling or marketing of products for which it receives royalties. No provision for uncollectible accounts is established upon recognition of revenues. Contingent payments due under the asset purchase agreement for the sale of the Company’s former specialty pharmaceutical business are recognized as revenue when the milestone has been achieved and collection is assured, such payments are non-refundable and no further effort is required on the part of the Company or the other party to complete the earning process. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect of a change in tax rates or laws on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the rate change. A valuation allowance is established to reduce the deferred tax assets to the amounts that are more likely than not to be realized from operations. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | (3) Recent Accounting Pronouncements Recent Accounting Standards Updates issued by the Financial Accounting Standards Board and guidance issued by the Securities and Exchange Commission did not, or are not believed by management to, have a material effect on the Company’s present or future Condensed Consolidated Financial Statements. |
Financial Instruments and Fair
Financial Instruments and Fair Value | 9 Months Ended |
Sep. 30, 2020 | |
Financial Instruments and Fair Value | |
Financial Instruments and Fair Value | (4) Financial Instruments and Fair Value The carrying values of cash, other current assets, accounts payable, accrued expenses and other current liabilities in the Company’s condensed consolidated balance sheets approximated their fair values at September 30, 2020 and December 31, 2019 due to their short-term nature. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | (5) Supplemental Cash Flow Information The Company made no income tax payments during the nine months ended September 30, 2020 and paid $2,000 to the State of New Jersey during the nine-month period ended September 30, 2019. |
Loss Per Common Share
Loss Per Common Share | 9 Months Ended |
Sep. 30, 2020 | |
Loss Per Common Share | |
Loss Per Common Share | (6) Loss Per Common Share Basic earnings per common share is computed by dividing the net income by the weighted average number of shares of common stock outstanding during the period. Restricted stock awards and restricted stock units (collectively, nonvested shares) are not considered to be outstanding shares until the service or performance vesting period has been completed. The diluted earnings per share calculation would normally involve adjusting both the denominator and numerator as described here if the effect is dilutive. For purposes of calculating diluted earnings per common share, the denominator normally includes both the weighted-average number of shares of common stock outstanding and the number of common stock equivalents if the inclusion of such common stock equivalents is dilutive. Because a loss was incurred in each of the three and nine-month periods ended September 30, 2020 and 2019, common stock equivalents would be anti-dilutive and, accordingly, were excluded from the calculation of diluted loss per share in each of the periods. Dilutive common stock equivalents potentially include stock options and nonvested shares using the treasury stock method and shares issuable under the employee stock purchase plan. During each of the nine-month periods ended September 30, 2020 and 2019, there were no common stock equivalents. Loss per common share information is as follows (in thousands, except per share amounts) for the three months and nine months ended September 30, 2020 and 2019: Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Loss Per Common Share – Basic and Diluted: Net loss $ (407) $ (325) $ (885) $ (717) Weighted-average number of common shares outstanding 44,215 44,215 44,215 44,215 Basic and diluted loss per share $ (0.01) $ (0.01) $ (0.02) $ (0.01) For each of the nine-month periods ended September 30, 2020 and 2019 and the three-month periods ended September 30, 2020 and 2019, there were 41,787 potentially dilutive securities outstanding that have been excluded from the calculation of dilutive weighted average shares outstanding, as they would be anti-dilutive. |
Cash Dividend
Cash Dividend | 9 Months Ended |
Sep. 30, 2020 | |
Cash Dividend | |
Cash Dividend | (7) Cash Dividend On January 30, 2019, the Board of Directors of the Company declared a special cash dividend of $0.06 per share of the Company’s common stock, aggregating approximately $2,653,000, which was paid on March 21, 2019 to stockholders of record as of the close of business on February 21, 2019. There were no dividends declared or paid in the three or nine-month periods ended September 30, 2020. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | (8) Stock-Based Compensation Stock Options and Restricted Stock Units (RSUs or Nonvested Shares) During the nine months ended September 30, 2020, no options were granted, and the Company incurred no stock-based compensation expense. No RSUs were outstanding as of September 30, 2020. There were no options granted during the nine months ended September 30, 2019 and no nonvested shares granted or outstanding during the nine months ended September 30, 2019. The Company uses historical data to estimate forfeiture rates. Activity related to stock options and nonvested shares during the nine months ended September 30, 2020 and related balances outstanding as of that date are reflected below (in thousands): Stock Options Outstanding at January 1, 2020 41,787 Granted — Exercised and vested — Expired and forfeited — Outstanding at September 30, 2020 41,787 Options vested at September 30, 2020 41,787 Options exercisable at September 30, 2020 41,787 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Taxes | |
Income Taxes | (9) Income Taxes During the nine-month and three-month periods ended September 30, 2020, the Company recorded approximately $2,000 and $0, respectively, of income tax expense for New Jersey state income tax. During the nine-month and three-month periods ended September 30, 2019, the Company recorded approximately $2,000 and $0, respectively, of income tax expense for New Jersey state income tax. As of September 30, 2020, the Company continues to provide a valuation allowance against all of its deferred tax assets, as the Company believes it is more likely than not that its deferred tax assets will not be realized. However, although there can be no certainty of such, if the Company’s acquisition strategy is successful and future taxable income is projected, among other things, the valuation allowance will be reevaluated. Management of the Company will continue to assess the need for this valuation allowance and will make adjustments if and when appropriate. Additionally, management of the Company believes that the Company's net operating loss carryforwards will not be limited by any changes in the Company's ownership as a result of the successful Completion of the Rights Offering (see Note 15). Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense. On December 22, 2017, the Tax Cuts and Jobs Act was signed into law. Among its numerous changes to the Internal Revenue Code, the Tax Cut and Jobs Act allowed companies with existing alternative minimum tax credit (“MTC”) carryforwards as of December 31, 2017 to receive refunds of the credits in tax years after 2017 and before 2022 in an amount equal to 50% (100% in 2021) of the excess MTC over the amount of the credit allowable for the year against regular tax liability. As a result of the Tax Cuts and Jobs Act’s provision allowing for the refund of MTC, the Company had recorded $485,000 as a long-term receivable and $485,000 as a current receivable as of December 31, 2019. As a result of provision in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) that was signed into law on March 27, 2020, the Company was able to reclassify the remaining long-term receivable of $485,000 as a current receivable as of March 31, 2020. This amount was received in June 2020. The CARES Act also provides for an indefinite carryforward period and five-year carryback period for net operating losses generated after 2017, but before 2021, and removes the annual utilization limit of 80% of taxable income and allows the net operating losses to offset 100% of taxable income during this period. Net operating losses generated prior to 2018 continue to be carried forward for 20 years and have no 80% limitation on utilization. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingent Liabilities | |
Commitments and Contingent Liabilities | (10) Commitments and Contingent Liabilities In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) was reported in Wuhan, China. On March 11, 2020, the World Health Organization characterized the global spread of COVID-19 as a pandemic. In an effort to slow the spread of the virus, the United States and many other countries around the world imposed restrictions on non-essential work activities, travel and mass gatherings. Although these restrictions have been eased in some areas, it is not known whether these lockdowns and other restrictions will be reintroduced, when they will end or the ultimate impact these unprecedented actions will have on the Company’s financial condition and prospects. At the present time, the Company’s business activities have been largely unaffected by COVID-19 restrictions as the Company’s workforce is comprised solely of independent contractors who are able to perform their duties remotely. However, these restrictions may impact the third parties who are responsible for obtaining final approval of and manufacturing product candidates for which we share the right to receive licensing fees, milestone payments and royalty revenues. If those third parties are required to curtail their business activities for a significant time, or if global supply chain disruptions impact their ability to procure needed resources, raw materials or components, the Company’s right to receive licensing fees, milestone payments or royalties could be materially and adversely affected. Additionally, the development timeline for product candidates being developed by third parties that are pending FDA or other regulatory approval could be delayed if the agency is required to shift resources to the review and approval of candidates for treatment of COVID-19. The Company has been involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material effect on the Company’s consolidated financial position, results of operations, or liquidity. |
Plan of Liquidation and Dissolu
Plan of Liquidation and Dissolution | 9 Months Ended |
Sep. 30, 2020 | |
Plan of Liquidation and Dissolution | |
Plan of Liquidation and Dissolution | (11) Plan of Liquidation and Dissolution On February 4, 2016, the Company’s Board of Directors adopted the Plan of Liquidation and Dissolution (the “Plan”), pursuant to which the Company would, subject to obtaining requisite stockholder approval, be liquidated and dissolved in accordance with Sections 280 and 281 (a) of the General Corporation Law of the State of Delaware. Following each subsequent periodic assessment, the Company’s Board of Directors postponed seeking stockholder approval of the Plan. On November 9, 2020, the Company's Board of Directors withdrew and terminated the Plan as a result of the completion of the Rights Offering. See Note 15. |
Accounts Payable
Accounts Payable | 9 Months Ended |
Sep. 30, 2020 | |
Accounts Payable | |
Accounts Payable | (12) Accounts Payable As of December 31, 2019, according to Merck, the Company had a net liability to Merck (net of a 25% royalty interest that the Company had previously sold) aggregating approximately $324,000. This was based on Merck’s assertions regarding the net result of overpayments, rebates and returns related to prior period sales of PegIntron. Merck expected to recoup such overpayments through reductions of future royalties earned by the Company. In the first, second and third quarters of 2020, as reported by Merck, net royalties from PegIntron were approximately $2,000, $8,000 and $8,000, respectively. As such, as asserted by Merck, the Company’s liability to Merck was approximately $306,000 at September 30, 2020. The Company believes that it will receive no more significant royalties from Merck, but may be charged with additional chargebacks from returns and rebates in amounts that, based on current estimates, are not expected to be material. |
Corporate Governance
Corporate Governance | 9 Months Ended |
Sep. 30, 2020 | |
Corporate Governance | |
Corporate Governance | (13) Corporate Governance Board of Directors On August 4, 2020, the Company’s Board of Directors appointed Mr. Jordan Bleznick and Mr. Randolph C. Read as directors to the Board, effective August 4, 2020, to fill the vacancies created by the resignations of Mr. Jonathan Christodoro and Dr. Odysseas Kostas (neither, as the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices) as of the same date. Messrs. Bleznick and Read will each serve until the next annual meeting of our stockholders and until such director’s successor is elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Mr. Bleznick was appointed by the Company’s Board of Directors after discussions with Carl C. Icahn, one of the Company’s largest stockholders, and after consideration by the Governance and Nominating Committee. There are no arrangements or understandings between Mr. Bleznick and any other persons pursuant to which Mr. Bleznick was selected as a director. Mr. Read was appointed by the Board after consideration by the Governance and Nominating Committee. There are no arrangements or understandings between Mr. Read and any other persons pursuant to which Mr. Read was selected as a director. Following the new Board appointments, Mr. Read was elected as Chairman of the Board. The Board also appointed Messrs. Bleznick and Read to its Finance and Audit Committee, replacing Mr. Christodoro and Dr. Kostas, having determined that each meets the requirements for financial literacy and independence that the Board has used to select members of that committee. Jennifer McNealey, who also serves as a director on the Board, is the other member of the Finance and Audit Committee. Messrs. Bleznick and Read were each determined by the Board to qualify as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K. Mr. Read was elected as the Chairman of the Audit Committee. In November 2020, Mr. Bleznick resigned from the Finance and Audit Committee, but maintains his position on the Company’s Board of Directors. |
Section 382 Rights Plan
Section 382 Rights Plan | 9 Months Ended |
Sep. 30, 2020 | |
Section 382 Rights Plan | |
Section 382 Rights Plan | (14) Section 382 Rights Plan On August 14, 2020, the Company’s Board of Directors adopted a Section 382 rights plan and declared a dividend distribution of one right for each outstanding share of the Company’s common stock to stockholders of record at the close of business on August 24, 2020. Accordingly, holders of the Company’s common stock own one preferred stock purchase right for each share of common stock owned by such holder. The rights are not immediately exercisable and will become exercisable only upon the occurrence of certain events as set forth in the Section 382 rights plan. If the rights become exercisable, each right would initially represent the right to purchase from the Company one one-thousandth of a share of the Company’s Series A-1 Junior Participating Preferred Stock, par value $0.01 per share, for a purchase price of $1.20 per right. If issued, each fractional share of Series A-1 Junior Participating Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of the Company’s common stock. However, prior to exercise, a right does not give its holder any rights as a stockholder of the Company, including any dividend, voting or liquidation rights. The rights will expire on the earliest of (i) the close of business on August 13, 2021 (unless that date is advanced or extended by the Board), (ii) the time at which the rights are redeemed or exchanged under the Section 382 rights plan, (iii) the close of business on the day of repeal of Section 382 or any successor statute or (iv) the close of business on the first day of a taxable year of the Company to which the Company’s Board of Directors determines that no net operating loss carryforwards may be carried forward. |
Rights Offering
Rights Offering | 9 Months Ended |
Sep. 30, 2020 | |
Rights Offering | |
Rights Offering | (15) Rights Offering On September 1, 2020, the Company’s Board of Directors approved a Rights Offering, by which the Company distributed, at no charge to all holders of its common stock on September 23, 2020 (the “Record Date”), transferable subscription rights to purchase Units at a subscription price per Unit of $1,090. In the Rights Offering each stockholder received one subscription right for every share of common stock owned at 5:00 p.m., New York City time, on the Record Date. For every 1,105 subscription rights held, a stockholder was entitled to purchase one Unit at the subscription price. Each Unit consisted of newly designated Series C preferred stock, par value $0.01, and 750 shares of the Company’s common stock. It is the intention of the Company to use the approximately $43 million of net proceeds from the Rights Offering, to position the Company as a public company acquisition vehicle, where it can become an acquisition platform and more fully utilize its net operating loss carryforwards and enhance stockholder value. The Company does not, however, have any current plans, arrangements or understandings with respect to any acquisitions or investment and is, currently, not involved in any negotiations with respect to any such transactions. On an annual basis, the Company’s Board of Directors may, at its sole discretion, cause a dividend with respect to the Series C Preferred Stock to be paid in cash to the holders in an amount equal to 3% of the liquidation preference as in effect at such time (initially $1,000 per share). If the dividend is not so paid in cash, the liquidation preference will be adjusted and increased annually by an amount equal to 5% of the liquidation preference per share as in effect at such time, that is not paid in cash to the holders on such date. Holders of Series C preferred stock do not have any voting rights and the Series C preferred stock is not convertible into shares of the Company’s common stock. The initial liquidation value of the Series C preferred stock is $1,000 per share. On or after November 1, 2022, the Company may redeem the Series C preferred stock at any time, in whole or in part, based on the liquidation preference per share as in effect at such time. Holders of Series C preferred stock have the right to demand that the Company redeem their shares in the event that the Company undergoes a change of control. On September 1, 2020, the Company entered into an Investment Agreement with Icahn Capital LP (the “Investment Agreement”) in connection with the Rights Offering. Icahn Capital LP, together with its affiliates, owned approximately 15% of the Company’s then outstanding shares of common stock and is one of the Company’s largest stockholders. Subject to the terms and conditions of the Investment Agreement, Icahn Capital LP agreed to subscribe for its pro-rata share of the Rights Offering and to purchase all units that remain unsubscribed for at the expiration of the Rights Offering to the extent that other holders elected not to exercise all of their respective subscription rights. No fees were paid by the Company to Icahn Capital LP in consideration of such investment commitment. In connection with the execution of the Investment Agreement, the parties agreed to terminate the Standstill Agreement, dated December 18, 2016, by and between the Company, Icahn Capital LP and the other affiliated parties identified therein, so that it shall be of no further force or effect; and waive the applicability of Section 203 of the Delaware General Corporation Law of the State of Delaware to Icahn Capital LP and its affiliates. In addition, the Company agreed to use its best efforts to register for resale all of the shares of the Company’s common stock then held by Icahn Capital LP and its affiliates following the closing of the Rights Offering. The subscription period for the Rights Offering ended on October 9, 2020. On October 14, 2020, the Company reported that stockholders exercised subscription rights to purchase 6,694 units. Pursuant to the Investment Agreement, Icahn Capital LP subscribed for 5,971 of such units (its pro-rata share of the Rights Offering). In addition, pursuant to its investment commitment Icahn Capital LP purchased all 33,306 units that remained unsubscribed for at the expiration of the Rights Offering. As a result of such purchases, Icahn Capital LP and its affiliates own 48.6% of the Company’s common stock. As a result of the sale of all 40,000 units available for purchase in the Rights Offering, the Company currently has 40,000 shares of Series C preferred stock outstanding and an aggregate of 74,214,603 shares of common stock outstanding following the Rights Offering and realized gross proceeds of $43.6 million. The Company believes that the completion of the Rights Offering will not limit the use of its net operating loss carryforwards due to any Section 382 limitations. Assuming the Rights Offering closed on September 30, 2020, the Series C preferred shares were issued, the common shares were issued and the gross proceeds of $43.6 million had been received as of that date, the following are the pro forma balance sheet and calculation of pro forma loss per share: Enzon Pharmaceuticals, Inc. and Subsidiaries Pro Forma Condensed Consolidated Balance Sheet As of September 30, 2020 (In thousands) (Unaudited) ASSETS Pro Forma As Reported Adjustments Pro Forma Current assets: Cash $ 5,311 $ 43,600 (1) $ 48,911 Deferred offering costs 457 (457) (2) — Other current assets 56 56 Total assets $ 5,824 $ 43,143 $ 48,967 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable, accrued expenses and other current liabilities $ 654 $ — $ 654 Total liabilities 654 — 654 Commitments and contingencies Mezzanine equity Series C preferred stock - $1,000 par value, 40,000 shares authorized, issued,and outstanding (liquidation value $40,000) — 40,000 (3) 40,000 Stockholders' equity Preferred stock - $0.01 par value, 2,960,000 shares authorized; no shares issued and outstanding — — — Common stock - $.01 par value, 74,214,603 shares authorized, issued, and outstanding 442 300 (4) 742 Additional paid-in capital 75,690 2,843 (5) 78,533 Accumulated deficit (70,962) — (70,962) Total stockholders' equity 5,170 3,143 8,313 Total liabilities, mezzanine equity and stockholders' equity $ 5,824 $ 43,143 $ 48,967 Pro FormaAdjustments (1) To record receipt of proceeds of Rights Offering (2) To record reclassification of deferred offering costs (3) To record issuance of 40,000 shares of Series C preferred stock at par value (4) To record issuance of 30 million shares of common stock at par value (5) To record addition of $3.3 million of capital in excess of par value less $457,000 of deferred offering costs Enzon Pharmaceuticals, Inc. and Subsidiaries Pro Forma Loss Per Share- Basic and Diluted For the Periods (In thousands except per share data) (Unaudited) Three Months Ended September 30, 2020 Pro Forma As Reported Adjustments Pro Forma Loss $ (407) $ (885) Weighted average shares outstanding 44,215 30,000 (x) 74,215 Loss per share - basic and diluted $ (0.01) $ (0.01) Nine Months Ended September 30, 2020 Pro Forma As Reported Adjustments Pro Forma Loss $ (885) $ (885) Weighted average shares outstanding 44,215 30,000 (x) 74,215 Loss per share - basic and diluted $ (0.02) $ (0.01) Pro Forma Adjustments (x) |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Basis of Presentation | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared from the books and records of the Company in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information and Rule 10‑01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (SEC). Accordingly, these financial statements do not include all of the information and footnotes required for complete annual financial statements. Interim results are not necessarily indicative of the results that may be expected for the full year. Interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2019. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated as part of the consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include legal and contractual contingencies and income taxes. Although management bases its estimates on historical experience, relevant current information and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates. |
Deferred Stock Offering Expenses | Deferred Stock Offering Expenses The Company classifies amounts related to the Rights Offering (see Note 13) not completed as of the balance sheet date as Deferred Stock Offering Expenses. Such costs will be reclassified as an offset to Additional Paid-in-Capital upon termination of the Rights Offering. During the nine months ended September 30, 2020, the Company incurred approximately $457,000 of offering related costs, all of which was incurred during the three months ended September 30, 2020. |
Revenue Recognition | Revenue Recognition Royalty revenues from the Company’s agreements with third parties are recognized when the Company can reasonably determine the amounts earned. In most cases, this will be upon notification from the third-party licensee, which is typically during the quarter following the quarter in which the sales occurred. The Company does not participate in the selling or marketing of products for which it receives royalties. No provision for uncollectible accounts is established upon recognition of revenues. Contingent payments due under the asset purchase agreement for the sale of the Company’s former specialty pharmaceutical business are recognized as revenue when the milestone has been achieved and collection is assured, such payments are non-refundable and no further effort is required on the part of the Company or the other party to complete the earning process. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect of a change in tax rates or laws on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the rate change. A valuation allowance is established to reduce the deferred tax assets to the amounts that are more likely than not to be realized from operations. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense. |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Loss Per Common Share | |
Schedule of loss per common share information, basic and diluted | Loss per common share information is as follows (in thousands, except per share amounts) for the three months and nine months ended September 30, 2020 and 2019: Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Loss Per Common Share – Basic and Diluted: Net loss $ (407) $ (325) $ (885) $ (717) Weighted-average number of common shares outstanding 44,215 44,215 44,215 44,215 Basic and diluted loss per share $ (0.01) $ (0.01) $ (0.02) $ (0.01) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stock-Based Compensation | |
Schedule of share-based compensation stock options activity | Activity related to stock options and nonvested shares during the nine months ended September 30, 2020 and related balances outstanding as of that date are reflected below (in thousands): Stock Options Outstanding at January 1, 2020 41,787 Granted — Exercised and vested — Expired and forfeited — Outstanding at September 30, 2020 41,787 Options vested at September 30, 2020 41,787 Options exercisable at September 30, 2020 41,787 |
Rights Offering (Tables)
Rights Offering (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Rights Offering | |
Schedule of pro forma balance sheet and calculation of pro forma loss per share | the following are the pro forma balance sheet and calculation of pro forma loss per share: Enzon Pharmaceuticals, Inc. and Subsidiaries Pro Forma Condensed Consolidated Balance Sheet As of September 30, 2020 (In thousands) (Unaudited) ASSETS Pro Forma As Reported Adjustments Pro Forma Current assets: Cash $ 5,311 $ 43,600 (1) $ 48,911 Deferred offering costs 457 (457) (2) — Other current assets 56 56 Total assets $ 5,824 $ 43,143 $ 48,967 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable, accrued expenses and other current liabilities $ 654 $ — $ 654 Total liabilities 654 — 654 Commitments and contingencies Mezzanine equity Series C preferred stock - $1,000 par value, 40,000 shares authorized, issued,and outstanding (liquidation value $40,000) — 40,000 (3) 40,000 Stockholders' equity Preferred stock - $0.01 par value, 2,960,000 shares authorized; no shares issued and outstanding — — — Common stock - $.01 par value, 74,214,603 shares authorized, issued, and outstanding 442 300 (4) 742 Additional paid-in capital 75,690 2,843 (5) 78,533 Accumulated deficit (70,962) — (70,962) Total stockholders' equity 5,170 3,143 8,313 Total liabilities, mezzanine equity and stockholders' equity $ 5,824 $ 43,143 $ 48,967 Pro FormaAdjustments (1) To record receipt of proceeds of Rights Offering (2) To record reclassification of deferred offering costs (3) To record issuance of 40,000 shares of Series C preferred stock at par value (4) To record issuance of 30 million shares of common stock at par value (5) To record addition of $3.3 million of capital in excess of par value less $457,000 of deferred offering costs Enzon Pharmaceuticals, Inc. and Subsidiaries Pro Forma Loss Per Share- Basic and Diluted For the Periods (In thousands except per share data) (Unaudited) Three Months Ended September 30, 2020 Pro Forma As Reported Adjustments Pro Forma Loss $ (407) $ (885) Weighted average shares outstanding 44,215 30,000 (x) 74,215 Loss per share - basic and diluted $ (0.01) $ (0.01) Nine Months Ended September 30, 2020 Pro Forma As Reported Adjustments Pro Forma Loss $ (885) $ (885) Weighted average shares outstanding 44,215 30,000 (x) 74,215 Loss per share - basic and diluted $ (0.02) $ (0.01) Pro Forma Adjustments (x) |
Description of Business (Detail
Description of Business (Details) - USD ($) | Oct. 14, 2020 | Aug. 14, 2020 |
Description of Business [Line Items] | ||
Amount of operating loss carry forward | $ 0 | |
Subsequent Event | Rights Offering | ||
Description of Business [Line Items] | ||
Rights Offering and realized in gross proceeds | $ 43,600,000 | |
Amount of operating loss carry forward | $ 100,000,000 |
Basis of Presentation (Details)
Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Basis of Presentation | |
Offering costs | $ 457,000 |
Provision for uncollectible accounts | 0 |
Liability for uncertain tax positions | $ 0 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Supplemental Cash Flow Information | ||
Income Taxes Paid | $ 0 | $ 2,000 |
Loss Per Common Share (Details)
Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Loss Per Common Share - Basic and Diluted: | ||||
Net loss | $ (407) | $ (325) | $ (885) | $ (717) |
Weighted-average number of common shares outstanding | 44,215 | 44,215 | 44,215 | 44,215 |
Basic and diluted loss per share | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.01) |
Antidilutive securities | 41,787 | 41,787 | 41,787 | 41,787 |
Cash Dividend (Details)
Cash Dividend (Details) - USD ($) | Mar. 21, 2019 | Jan. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Cash Dividend | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.06 | |||
Payments of Ordinary Dividends, Common Stock | $ 2,653,000 | $ 0 | $ 2,653,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Stock-Based Compensation | ||
Nonvested shares outstanding | 0 | 0 |
Nonvested shares granted | 0 | 0 |
Stock-based compensation expense | $ 0 | |
Outstanding at January 1, 2020 | 41,787,000 | |
Granted | 0 | 0 |
Exercised and vested | 0 | |
Expired and forfeited | 0 | |
Outstanding at September 30, 2020 | 41,787,000 | |
Options vested and expected to vest at September 30, 2020 | 41,787,000 | |
Options exercisable at September 30, 2020 | 41,787,000 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||||||||
Liability for uncertain tax positions | $ 0 | $ 0 | ||||||
Income Taxes Receivable, Current | 0 | 0 | $ 485,000 | |||||
Income Taxes Receivable, Noncurrent | 0 | 0 | $ 485,000 | |||||
Income Tax Expense (Benefit) | 0 | $ 0 | 2,000 | $ 2,000 | ||||
Operating Loss Carryforwards, Limitation on Annual Utilization | 80 | |||||||
New jersey State [Member] | ||||||||
Income Taxes [Line Items] | ||||||||
Income Tax Expense (Benefit) | 0 | $ 0 | 2,000 | $ 2,000 | ||||
CARES Act | ||||||||
Income Taxes [Line Items] | ||||||||
Income Taxes Receivable, Current | $ 485,000 | $ 485,000 | ||||||
Operating Loss Carryforwards, Limitation on Annual Utilization | 100 | 80 | ||||||
Operating Loss Carryforwards, Expiration Term | 20 years | |||||||
MTC | ||||||||
Income Taxes [Line Items] | ||||||||
Income Taxes Receivable, Current | $ 485,000 | |||||||
Income Taxes Receivable, Noncurrent | $ 485,000 | |||||||
Effective Income Tax Rate Reconciliation, Tax Credit, Percent | 100.00% | 50.00% |
Accounts Payable (Details)
Accounts Payable (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts Payable | ||||
Net of royalty interest, percentage | 25.00% | |||
Accrued royalties | $ 324,000 | |||
Accrued royalties, current | $ 8,000 | $ 8,000 | $ 2,000 | |
Due to related parties, total | $ 306,000 |
Section 382 Rights Plan (Detail
Section 382 Rights Plan (Details) | Aug. 14, 2020USD ($)Vote$ / sharesshares | Sep. 30, 2020$ / shares | Dec. 31, 2019$ / shares |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Amount of operating loss carry forward | $ | $ 0 | ||
Section 382 Rights Plan | |||
Rights per share distributed as dividend | shares | 1 | ||
Number of preferred stock purchase right for each common stockholder | shares | 1 | ||
Section 382 Rights Plan | Series A-1 Junior Participating Preferred Stock | |||
Number of preferred stock eligible for each warrant become exercisable | shares | 1 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||
Purchase price per right | $ / shares | $ 1.20 | ||
Number of votes for fractional share | Vote | 1 |
Rights Offering (Details)
Rights Offering (Details) - USD ($) | Oct. 14, 2020 | Sep. 01, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Number of preferred shares outstanding | 0 | 0 | ||
Common stock, shares outstanding | 44,214,603 | 44,214,603 | ||
Rights Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Amount of charge from shareholders for issue of rights | no | |||
Subscription price per unit of a right | $ 1,090 | |||
Number of preferred stock eligible for each warrant become exercisable | 1 | |||
Number of subscription rights to be held for purchase of a unit | 1,105 | |||
Number of units entitled for 1,105 subscription rights held | 1 | |||
Net proceeds from rights offering | $ 43,000,000 | |||
Rights Offering | Subsequent Event | ||||
Class of Warrant or Right [Line Items] | ||||
Rights Offering and realized in gross proceeds | $ 43,600,000 | |||
Rights Offering | Series C Preferred Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||
Number of common shares for unit | 750 | |||
Percentage of dividend on liquidation preference to be paid in cash | 3.00% | |||
Liquidation preference per share of preferred stock | $ 1,000 | |||
Annual increase in percentage of the liquidation preference per share, if dividend not paid in cash | 5.00% | |||
Issued and gross proceeds | $ 43,600,000 | |||
Rights Offering | Investment Agreement | Subsequent Event | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Units for which Stockholders Exercised Subscription Rights | 6,694 | |||
Rights Offering | Investment Agreement | Icahn Capital LP | ||||
Class of Warrant or Right [Line Items] | ||||
Percentage of interest held | 15.00% | |||
Rights Offering | Investment Agreement | Icahn Capital LP | ||||
Class of Warrant or Right [Line Items] | ||||
Fees paid for investment commitment | $ 0 | |||
Rights Offering | Investment Agreement | Icahn Capital LP | Subsequent Event | ||||
Class of Warrant or Right [Line Items] | ||||
Number of units subscribed | 5,971 | |||
Number of units sold that remains unsubscribed | 33,306 | |||
Affiliates own | 48.60% | |||
Rights Offering | Investment Agreement | Icahn Capital LP | Series C Preferred Stock | Subsequent Event | ||||
Class of Warrant or Right [Line Items] | ||||
Number of units sold | 40,000 | |||
Number of preferred shares outstanding | 40,000 | |||
Common stock, shares outstanding | 74,214,603 |
Rights Offering - Pro Forma Con
Rights Offering - Pro Forma Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||||||||
Cash | $ 5,311 | $ 5,446 | ||||||
Deferred offering costs | 457 | 0 | ||||||
Other current assets | 56 | 62 | ||||||
Total assets | 5,824 | 6,478 | ||||||
Current liabilities: | ||||||||
Commitments and contingencies | 0 | 0 | ||||||
Stockholders' equity | ||||||||
Preferred stock - $0.01 par value, 2,960,000 shares authorized; no shares issued and outstanding | 0 | 0 | ||||||
Common stock - $.01 par value, 74,214,603 shares authorized, issued, and outstanding | 442 | 442 | ||||||
Additional paid-in capital | 75,690 | 75,690 | ||||||
Accumulated deficit | (70,962) | (70,077) | ||||||
Total stockholders' equity | 5,170 | $ 5,577 | $ 5,813 | 6,055 | $ 6,317 | $ 11,948 | $ 11,969 | $ 14,993 |
Total liabilities, mezzanine equity and stockholders' equity | 5,824 | $ 6,478 | ||||||
As reported | ||||||||
Current assets: | ||||||||
Cash | 5,311 | |||||||
Deferred offering costs | 457 | |||||||
Other current assets | 56 | |||||||
Total assets | 5,824 | |||||||
Current liabilities: | ||||||||
Accounts payable, accrued expenses and other current liabilities | 654 | |||||||
Total liabilities | 654 | |||||||
Commitments and contingencies | 0 | |||||||
Mezzanine equity | ||||||||
Series C preferred stock - $1,000 par value, 40,000 shares authorized, issued, and outstanding (liquidation value $40,000) | 0 | |||||||
Stockholders' equity | ||||||||
Preferred stock - $0.01 par value, 2,960,000 shares authorized; no shares issued and outstanding | 0 | |||||||
Common stock - $.01 par value, 74,214,603 shares authorized, issued, and outstanding | 442 | |||||||
Additional paid-in capital | 75,690 | |||||||
Accumulated deficit | (70,962) | |||||||
Total stockholders' equity | 5,170 | |||||||
Total liabilities, mezzanine equity and stockholders' equity | 5,824 | |||||||
Pro Forma Adjustments | ||||||||
Current assets: | ||||||||
Cash | 43,600 | |||||||
Deferred offering costs | (457) | |||||||
Other current assets | 56 | |||||||
Total assets | 43,143 | |||||||
Current liabilities: | ||||||||
Accounts payable, accrued expenses and other current liabilities | 0 | |||||||
Total liabilities | 0 | |||||||
Commitments and contingencies | 0 | |||||||
Mezzanine equity | ||||||||
Series C preferred stock - $1,000 par value, 40,000 shares authorized, issued, and outstanding (liquidation value $40,000) | 40,000 | |||||||
Stockholders' equity | ||||||||
Preferred stock - $0.01 par value, 2,960,000 shares authorized; no shares issued and outstanding | 0 | |||||||
Common stock - $.01 par value, 74,214,603 shares authorized, issued, and outstanding | 300 | |||||||
Additional paid-in capital | 2,843 | |||||||
Accumulated deficit | 0 | |||||||
Total stockholders' equity | 3,143 | |||||||
Total liabilities, mezzanine equity and stockholders' equity | 43,143 | |||||||
Pro Forma | ||||||||
Current assets: | ||||||||
Cash | 48,911 | |||||||
Deferred offering costs | 0 | |||||||
Other current assets | 0 | |||||||
Total assets | 48,967 | |||||||
Current liabilities: | ||||||||
Accounts payable, accrued expenses and other current liabilities | 654 | |||||||
Total liabilities | 654 | |||||||
Commitments and contingencies | 0 | |||||||
Mezzanine equity | ||||||||
Series C preferred stock - $1,000 par value, 40,000 shares authorized, issued, and outstanding (liquidation value $40,000) | 40,000 | |||||||
Stockholders' equity | ||||||||
Preferred stock - $0.01 par value, 2,960,000 shares authorized; no shares issued and outstanding | 0 | |||||||
Common stock - $.01 par value, 74,214,603 shares authorized, issued, and outstanding | 742 | |||||||
Additional paid-in capital | 78,533 | |||||||
Accumulated deficit | (70,962) | |||||||
Total stockholders' equity | 8,313 | |||||||
Total liabilities, mezzanine equity and stockholders' equity | $ 48,967 |
Rights Offering - Pro Forma C_2
Rights Offering - Pro Forma Condensed Consolidated Balance Sheet (Parenthetical) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 170,000,000 | 170,000,000 |
Common stock, shares issued | 44,214,603 | 44,214,603 |
Common stock, shares outstanding | 44,214,603 | 44,214,603 |
Pro Forma | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | |
Preferred stock, shares authorized | 2,960,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares authorized | 74,214,603 | |
Common stock, shares issued | 74,214,603 | |
Common stock, shares outstanding | 74,214,603 | |
Pro Forma | Series C Preferred Stock | ||
Mezzanine equity, Par value | $ 1,000 | |
Mezzanine equity, Shares authorized | 40,000 | |
Mezzanine equity, Shares issued | 40,000 | |
Mezzanine equity, Shares outstanding | 40,000 | |
Mezzanine equity, Liquidation value | $ 40,000,000 | |
Pro Forma Adjustments | ||
Common stock, shares issued | 30,000,000 | |
Capital in excess of par value | $ 3,300,000 | |
Deferred offering costs | $ 457,000 |
Rights Offering - Pro Forma Los
Rights Offering - Pro Forma Loss Per Share - Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Loss | $ (407) | $ (236) | $ (242) | $ (325) | $ (21) | $ (371) | $ (885) | $ (717) |
Loss per share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.01) | ||||
As reported | ||||||||
Loss | $ (407) | $ (885) | ||||||
Weighted-average shares outstanding | 44,215 | 44,215 | ||||||
Loss per share - basic and diluted | $ (0.01) | $ (0.02) | ||||||
Pro Forma Adjustments | ||||||||
Loss | $ 0 | $ 0 | ||||||
Weighted-average shares outstanding | 30,000 | 30,000 | ||||||
Loss per share - basic and diluted | $ 0 | $ 0 | ||||||
Pro Forma | ||||||||
Loss | $ (885) | $ (885) | ||||||
Weighted-average shares outstanding | 74,215 | 74,215 | ||||||
Loss per share - basic and diluted | $ (0.01) | $ (0.01) |