Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 13, 2015 | |
Entity Registrant Name | VIVEVE MEDICAL, INC. | |
Entity Central Index Key | 879,682 | |
Trading Symbol | vivmf | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 51,345,640 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash and cash equivalents | $ 6,061 | $ 895 | [1] |
Accounts receivable | 239 | 6 | [1] |
Inventory | 645 | 131 | [1] |
Prepaid expenses and other current assets | 1,643 | 923 | [1] |
Total current assets | 8,588 | 1,955 | [1] |
Property and equipment, net | 198 | 187 | [1] |
Other assets | 146 | 156 | [1] |
Total assets | 8,932 | 2,298 | [1] |
Current liabilities: | |||
Accounts payable | 1,101 | 416 | [1] |
Accrued liabilities | 827 | 223 | [1] |
Notes Payable, Current | 5,000 | 2,500 | [1] |
Total liabilities | $ 6,928 | $ 3,139 | [1] |
Commitments and contingences (Note 6) | |||
Stockholders’ equity (deficit): | |||
Preferred stock, no par value; unlimited shares authorized; no shares issued and outstanding as of September 30, 2015 and December 31, 2014 | |||
Common stock and paid-in capital, no par value; unlimited shares authorized as of September 30, 2015 and December 31 2014; 51,345,640 and 18,341,294 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | $ 46,838 | $ 35,244 | [1] |
Accumulated deficit | (44,834) | (36,085) | [1] |
Total stockholders’ equity (deficit) | 2,004 | (841) | [1] |
Total liabilities and stockholders’ equity (deficit) | $ 8,932 | $ 2,298 | [1] |
[1] | The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred Stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares issued (in shares) | 51,345,640 | 18,341,294 |
Common stock, shares outstanding (in shares) | 51,345,640 | 18,341,294 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue | $ 584 | $ 17 | $ 695 | $ 64 |
Cost of revenue | 417 | 15 | 520 | 40 |
Gross profit | 167 | 2 | 175 | 24 |
Operating expenses: | ||||
Research and development | 1,515 | 573 | 3,446 | 942 |
Selling, general and administrative | 1,757 | 1,789 | 5,155 | 3,084 |
Total operating expenses | 3,272 | 2,362 | 8,601 | 4,026 |
Loss from operations | (3,105) | (2,360) | (8,426) | (4,002) |
Interest expense | $ (114) | (152) | (302) | (486) |
Other income (expense), net | 8 | (21) | 50 | |
Net loss | $ (3,219) | $ (2,504) | $ (8,749) | $ (4,438) |
Net loss per share: | ||||
Basic and diluted (in dollars per share) | $ (0.09) | $ (1.76) | $ (0.25) | $ (8.64) |
Weighted average shares used in computing net loss per common share | ||||
Basic and diluted (in shares) | 35,633,559 | 1,419,586 | 35,225,763 | 513,381 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Cash flows from operating activities: | |||
Net loss | $ (8,749,000) | $ (4,438,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 57,000 | 42,000 | |
Stock-based compensation | 145,000 | $ 144,000 | |
Fair value of warrants issued to employees for bonuses | 244,000 | ||
Fair value of warrants issued to service providers | $ 152,000 | ||
Revaluation of fair value of warrant liability | $ (51,000) | ||
Non-cash interest expense | $ 151,000 | 370,000 | |
Changes in assets and liabilities: | |||
Accounts receivable | (233,000) | (4,000) | |
Inventory | (534,000) | 91,000 | |
Prepaid expenses and other current assets | (861,000) | 120,000 | |
Other noncurrent assets | 10,000 | 14,000 | |
Accounts payable | 685,000 | (401,000) | |
Accrued liabilities | 604,000 | 61,000 | |
Net cash used in operating activities | (8,329,000) | (4,052,000) | |
Cash flows from investing activities: | |||
Purchase of property and equipment | (48,000) | (106,000) | |
Net cash used in investing activities | (48,000) | (106,000) | |
Cash flows from financing activities: | |||
Net cash proceeds from issuance of common stock in connection with private placement offering | 11,040,000 | $ 4,204,000 | |
Proceeds from note payable | 2,500,000 | ||
Proceeds from exercise of warrant | $ 3,000 | ||
Proceeds from related party convertible bridge notes | $ 1,500,000 | ||
Net cash provided by financing activities | $ 13,543,000 | 5,704,000 | |
Net increase in cash and cash equivalents | 5,166,000 | 1,546,000 | |
Cash and cash equivalents - beginning of period | 895,000 | [1] | 430,000 |
Cash and cash equivalents - end of period | 6,061,000 | 1,976,000 | |
Supplemental disclosure: | |||
Cash paid for interest | 151,000 | 117,000 | |
Cash paid for income taxes | 1,000 | $ 1,000 | |
Supplemental disclosure of cash flow information as of end of period: | |||
Net transfer of equipment between inventory and property and equipment | 20,000 | ||
Issuance of warrant in connection with note payable | $ 10,000 | $ 622,000 | |
Conversion of certain bridge notes and related accrued interest in connection with private placement offering | 1,546,000 | ||
Extinguishment of convertible notes debt and related related accrued interest pursuant to Merger Agreement | 5,397,000 | ||
Extinguishment of warrants pursuant to Merger Agreement | 573,000 | ||
Payable to non-accredited investors in connection with Merger Agreement | $ 16,000 | ||
[1] | The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date. |
Note 1 - The Company and Basis
Note 1 - The Company and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. The Company and Basis of Presentation On September 23, 2014, Viveve® Medical, Inc. (formerly PLC Systems Inc.), a Yukon Territory corporation (“Viveve Medical”, the “Company”, “we”, “our”, or “us”) completed a reverse acquisition and recapitalization pursuant to the terms and conditions of an Agreement and Plan of Merger (“Merger Agreement”) by and among the Company, Viveve, Inc., a Delaware corporation (“Viveve”) and PLC Systems Acquisition Corp., a wholly owned subsidiary of the Company (the “Merger”). As of that date, Viveve operates as a wholly-owned subsidiary of the Company and on that date the Company changed its name from PLC Systems Inc. to Viveve Medical, Inc. Viveve Medical competes in the women’s health market with a focus on the Viveve System™ to improve women’s overall sexual well-being and quality of life, retained all its personnel and continues to be headquartered in Sunnyvale, California. At the effective time of the Merger, the Company divested the ownership of its former operating subsidiaries, PLC Medical Systems, Inc. and PLC Systemas Medicos Internacionais, which, following the Merger, operate as independent entities under new ownership. In connection with the Merger, certain outstanding convertible bridge notes in the aggregate principal amount of $4,875,000 and related accrued interest of approximately $522,000 were extinguished. Additionally, warrant liabilities of Viveve for approximately $572,000 were extinguished in connection with the Merger. Pursuant to the Merger Agreement, all shares of capital stock (including common and preferred stock) of Viveve owned by accredited investors were converted into 3,743,282 shares of the Company's common stock, which represented approximately 62% of the issued and outstanding shares of common stock of the Company on a fully diluted basis. In addition, non-accredited investors of Viveve were entitled to receive, on a pro-rata basis, an aggregate of approximately $16,000 in exchange for the shares of common stock of Viveve owned by such holders upon closing. Upon the closing of the Merger, an additional 943,596 shares of the Company’s common stock were issued upon the automatic conversion of a warrant issued in exchange for the cancellation of related party convertible bridge notes. The acquisition was accounted for as a reverse merger and recapitalization effected by a share exchange. Viveve is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized. Concurrent with the Merger, Viveve Medical completed a private placement for total gross proceeds of approximately $6 million (including the conversion of approximately $1.5 million in outstanding convertible bridge notes) (the “September 2014 Offering”). As a result, Viveve Medical issued 11,305,567 shares of common stock (which excludes an additional 101,365 shares of common stock which were not issued as a result of beneficial ownership limitations) and 5-year warrants to purchase up to 940,189 shares of common stock at an exercise price of $0.53 per share. On May 14, 2015, in connection with the closing of a private placement (the “May 2015 Offering”), Viveve Medical issued an aggregate of 32,432,432 shares of common stock at $0.37 per share for gross proceeds of approximately $12,000,000 in accordance with the terms and conditions of those certain Securities Purchase Agreements by and between the Company and certain accredited investors. The net proceeds to the Company after the deduction of placement agent commissions and other expenses were approximately $11,040,000. Interim Unaudited Financial Information The accompanying unaudited condensed consolidated financial statements of Viveve Medical have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the condensed consolidated financial statements have been included. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the Securities and Exchange Commission on March 16, 2015. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies Financial Statement Presentation The condensed consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries, Viveve and Viveve BV (which was established in January 2015). All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with US GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on our operating results. Concentration of Credit Risk and Other Risks and Uncertainties To achieve profitable operations, the Company must successfully develop, manufacture, and market its products. There can be no assurance that any such products can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that such products will be successfully marketed. These factors could have a material adverse effect upon the Company’s financial results, financial position, and future cash flows. The Company’s products may require approval from the U.S. Food and Drug Administration or other international regulatory agencies prior to commencing commercial sales. There can be no assurance that the Company’s products will receive any of these required approvals. If the Company was denied such approvals or such approvals were delayed, it would have a material adverse effect on the Company’s financial results, financial position and future cash flows. The Company is subject to risks common to companies in the medical device industry including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, uncertainty of market acceptance of products, product liability, and the need to obtain additional financing. The Company’s ultimate success is dependent upon its ability to raise additional capital and to successfully develop and market its products. The Company outsources the manufacture and repair of the Viveve System to a single contract manufacturer. Also, certain other components and materials that comprise the Viveve System are currently manufactured by a single supplier or a limited number of suppliers. A significant supply interruption or disruption in the operations of the contract manufacturer or these third-party suppliers would adversely impact the production of our products for a substantial period of time, which could have a material adverse effect on our business, financial condition, operating results and cash flows. During the three months ended September 30, 2015, three customers accounted for 93% of the Company’s revenue. During the three months ended September 30, 2014, two customers accounted for 79% of the Company’s revenue. During the nine months ended September 30, 2015, three customers accounted for 83% of the Company’s revenue. During the nine months ended September 30, 2014, three customers accounted for 94% of the Company’s revenue. Revenue Recognition The Company recognizes revenue from the sale of its products, the Viveve System, single-use treatment tips and ancillary consumables. Revenue is recognized upon delivery, provided that persuasive evidence of an arrangement exists, the price is fixed or determinable and collection of the resulting receivable is reasonably assured. Sales of our products are subject to regulatory requirements that vary from country to country. The Company has regulatory clearance outside the U.S. and currently sells the Viveve System in Canada, Hong Kong, Japan, Europe, Middle East and Southeast Asia. The Company does not provide its customers with a contractual right of return. Product Warranty The Company’s products are generally subject to a one year warranty, which provides for the repair, rework or replacement of products (at its option) that fail to perform within stated specification. The Company has assessed the historical claims and, to date, product warranty claims have not been significant. The Company will continue to assess the need to record a warranty accrual at the time of sale going forward. Comprehensive Loss Comprehensive loss represents the changes in equity of an enterprise, other than those resulting from stockholder transactions. Accordingly, comprehensive loss may include certain changes in equity that are excluded from net loss. For the three and nine months ended September 30, 2015 and 2014, the Company’s comprehensive loss is the same as its net loss. Net Loss per Share The Company’s basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period. The diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents outstanding during the period. For purposes of this calculation, warrants to purchase common stock, stock options and rights to common stock are considered common stock equivalents. For periods in which the Company has reported net losses, diluted net loss per share is the same as basic net loss per share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Potential common shares will always be anti-dilutive for periods in which the Company has reported a net loss. The following securities were excluded from the calculation of net loss per share because the inclusion would be anti-dilutive. September 30, 2015 2014 Stock options to purchase common stock 3,352,783 2,294,534 Warrants to purchase common stock 2,864,823 - Rights to common stock - 956,354 Recently Issued and Adopted Accounting Standards In May 2014, as part of its ongoing efforts to assist in the convergence of US GAAP and International Financial Reporting Standards (“IFRS”), the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The ASU provides alternative methods of initial adoption and is effective for annual and interim periods beginning after December 15, 2017. We are currently evaluating the impact that this standard will have on our condensed consolidated financial statements. In June 2014, the FASB issued ASU No. 2014-12, “Compensation — Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved After a Requisite Service Period” (“ASU 2014-12”). Companies commonly issue share-based payment awards that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards. ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. The performance target should not be reflected in estimating the grant date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved. ASU 2014-12 will be effective for the Company’s fiscal years beginning fiscal 2016 and interim reporting periods within that year, using either the retrospective or prospective transition method. Early adoption is permitted. We are currently evaluating the effect of the adoption of this guidance on our condensed consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 310-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), to provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. We are currently evaluating the effect of the adoption of this guidance on our condensed consolidated financial statements and disclosures. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 will be effective for the Company’s fiscal year beginning January 1, 2016 and subsequent interim periods, with earlier adoption permitted. We are currently evaluating the effect of the adoption of this guidance on our condensed consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). ASU 2015-11 requires that an entity should measure inventory within the scope of this pronouncement at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The pronouncement does not apply to inventory that is being measured using the last-in, first-out (“LIFO”) or the retail inventory method. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. ASU 2015-11 will be effective for the Company’s fiscal year beginning January 1, 2017 and subsequent interim periods, with earlier adoption permitted. We are currently evaluating the effect of the adoption of this guidance on our condensed consolidated financial statements. |
Note 3 - Fair Value Measurement
Note 3 - Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 3. Fair Value Measurements The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value. Level 1 Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Therefore, determining fair value for Level 1 investments generally does not require significant judgment, and the estimation is not difficult. Level 2 Pricing is provided by third party sources of market information obtained through investment advisors. The Company does not adjust for or apply any additional assumptions or estimates to the pricing information received from its advisors. Level 3 Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 instruments involves the most management judgment and subjectivity. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis as of September 30, 2015 by level within the fair value hierarchy (in thousands): Fair Value of Assets and Liabilities as of September 30, 2015 Level 1 Level 2 Level 3 Total Assets Money market funds $ 6,000 $ - $ - $ 6,000 Total assets $ 6,000 $ - $ - $ 6,000 Liabilities $ - $ - $ - Total liabilities $ - $ - $ - $ - There were no financial instruments that were measured at fair value on a recurring basis as of December 31, 2014. The carrying amounts of the Company’s financial assets and liabilities, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short maturity of these instruments. Based on borrowing rates currently available to the Company for loans with similar terms, the carrying value of the note payable approximates fair value. |
Note 4 - Accrued Liabilities
Note 4 - Accrued Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 4. Accrued Liabilities Accrued liabilities consisted of the following as of September 30, 2015 and December 31, 2014 (in thousands): September 30, December 31, 2015 2014 Accrued professional fees $ 175 $ 117 Accrued clinical trial costs 151 - Accrued bonuses 268 - Accrued vacation 103 86 Accrued payroll and other related expenses 49 - Other accruals 81 20 Total accrued liabilities $ 827 $ 223 |
Note 5 - Note Payable
Note 5 - Note Payable | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 5. Note Payable On September 30, 2014, we entered into a Loan and Security Agreement, as amended on February 19, 2015 and May 14, 2015 (collectively, the “Loan Agreement”), pursuant to which we received a term loan in the amount of $5.0 million, funded in 3 tranches. The first tranche of $2.5 million was provided to us on October 1, 2014. The proceeds from the first tranche were used to repay the existing loan with a financial institution which totaled approximately $1,631,000 and the balance was used for general working capital purposes and capital expenditures. The first tranche borrowing is repayable in interest only payments until November 1, 2015 and then 30 equal installments of principal and interest at a rate of 5.25% per annum. The second tranche of the term loan is equal to $1.5 million, of which $500,000 was provided to us on each of February 19, 2015, March 16, 2015 and April 6, 2015. The second tranche borrowings in February, March and April 2015 are repayable in interest only payments until March 1, 2016 and then 30 equal installments of principal and interest at a rate of 5.00%, 5.06% and 5.00% per annum, respectively. The Company provided evidence to the lender of positive three month interim results with respect to the Company’s randomized, blinded and sham-controlled clinical trial in Europe and Canada (the “OUS Clinical Trial”), and on July 15, 2015 we received the final $1,000,000 drawdown of funds from the third tranche. The third tranche borrowing is repayable in interest only payments until August 1, 2016 and then 30 equal installments of principal and interest at a rate of 6.56% per annum. The proceeds from the second and third tranches will be used for general working capital purposes and capital expenditures. As of September 30, 2015 and December 31, 2014, the note payable had an outstanding term loan principal balance of $5.0 million and $2.5 million, respectively, which is recorded as a current liability on the condensed consolidated balance sheets. All borrowings under the Loan Agreement are collateralized by substantially all of the Company’s assets, including intellectual property. The Loan Agreement also requires that the Company comply with certain financial covenants and milestones in connection with the OUS Clinical Trial, including, but not limited to, (a) full enrollment as of March 31, 2015, (b) positive 3-month interim data as of July 10, 2015, and (c) positive results from the trial as of January 31, 2016. Full enrollment of the OUS Clinical Trial was achieved prior to March 31, 2015 and the Company provided evidence to the lender of positive 3-month interim results with respect to the Company’s OUS Clinical Trial prior to July 10, 2015. As of September 30, 2015, the Company was in compliance with all covenants of the Loan Agreement. In connection with the Loan Agreement, the Company issued a 10-year warrant to the lender for the purchase of 471,698 shares of the Company’s common stock at $0.53 per share. In connection with the first loan amendment in February 2015, the Company also amended the terms of the warrant issued to the lender to provide for an automatic increase of the number of shares the lender may acquire in the event the Company fails to meet certain covenants. In connection with the second loan amendment in May 2015, the Company issued a second 10-year warrant to the lender to purchase a total of 25,000 shares of common stock at an exercise price of $0.37 per share. (See Note 7.) The Loan Agreement with the financial institution contains a material adverse change clause, as defined in the Loan Agreement, which would result in an event of default if the lender deems a material adverse change to have occurred to the Company’s business. The continuing liquidity issues the Company faces could be construed by the lender (or any subsequent note holder) as a material adverse change which could trigger an acceleration of all of the outstanding debt. As such, the Company has classified all of its outstanding debt balance as a current liability as of September 30, 2015 and December 31, 2014. As of September 30, 2015, future minimum payments under the note payable are as follows (in thousands): Year Ending December 31, 2015 (remaining 3 months) $ 234 2016 1,894 2017 2,124 2018 1,161 2019 33 Total payments 5,446 Less: Amount representing interest (446 ) Present value of obligations 5,000 Less: Notes payable, current portion 5,000 Note payable, noncurrent portion $ - |
Note 6 - Commitments and Contin
Note 6 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 6. Commitments and Contingencies Operating Lease In January 2012, the Company entered into a lease agreement for office and laboratory facilities. The lease agreement, as amended in January 2015, commenced in March 2012 and will terminate in March 2017. Rent expense for the three months ended September 30, 2015 and 2014 was $55,000 and $43,000, respectively. Rent expense for the nine months ended September 30, 2015 and 2014 was $156,000 and $128,000, respectively. As of September 30, 2015, future minimum payments under the lease are as follows (in thousands): Year Ending December 31, 2015 (remaining 3 months) $ 56 2016 229 2017 58 Total minimum lease payments $ 343 Indemnification Agreements The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with the performance of services within the scope of the agreement, breach of the agreement by the Company, or noncompliance of regulations or laws by the Company, in all cases provided the indemnified party has not breached the agreement and/or the loss is not attributable to the indemnified party’s negligence or willful malfeasance. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these arrangements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal. Loss Contingencies The Company is or has been subject to proceedings, lawsuits and other claims arising in the ordinary course of business. The Company evaluates contingent liabilities, including threatened or pending litigation, for potential losses. If the potential loss from any claim or legal proceedings in considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Because of uncertainties related to these matters, accruals are based upon the best information available. For potential losses for which there is a reasonable possibility (meaning the likelihood is more than remote but less than probable) that a loss exists, the Company will disclose an estimate of the potential loss or range of such potential loss or include a statement that an estimate of the potential loss cannot be made. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation and may revise its estimates, which could materially impact its condensed consolidated financial statements. |
Note 7 - Common Stock
Note 7 - Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 7. Common Stock In conjunction with the September 2014 Offering, the Company entered into a Right to Shares Agreement with certain investors. Pursuant to this agreement, 854,989 shares of common stock purchased by the investors in the September 2014 Offering were cancelled. The Company is obligated to issue, and the investors have the right to receive up to 956,354 shares of the Company’s common stock, which includes 101,365 shares that were not issued in the September 2014 Offering due to beneficial ownership limitations. No additional consideration will be The Company assessed the provisions of the Buy-In Share feature of the Right to Shares Agreements as an embedded derivative and has concluded that the feature meets the definition of a derivative and is not clearly and closely related to the Rights to Shares equity host agreement. The Buy-In Shares feature has been bifurcated from the Rights to Shares agreement and accounted for separately. The value of this feature was nominal as of the issuance date and December 31, 2014. On May 14, 2015, in connection with the closing of the May 2015 Offering, we issued an aggregate of 32,432,432 shares of common stock at $0.37 per share for gross proceeds of approximately $12,000,000 in accordance with the terms and conditions of those certain Securities Purchase Agreements by and between the Company and certain accredited investors. The net proceeds to the Company after the deduction of placement agent commissions and other expenses were approximately $11,040,000. Warrants for Common Stock As of September 30, 2015, outstanding warrants to purchase an aggregate of 2,864,823 shares of common stock were as follows: Number of Shares Outstanding Exercisable Expiration Exercise Under Issuance Date for Date Price Warrants September 2014 Common Shares September 23, 2019 $ 0.53 940,189 September 2014 Common Shares September 30, 2024 $ 0.53 471,698 October 2014 Common Shares October 13, 2019 $ 0.53 237,000 October 2014 Common Shares October 31, 2019 $ 0.53 11,250 November 2014 Common Shares November 19, 2019 $ 0.53 100,000 February 2015 Common Shares February 17, 2025 $ 0.50 605,556 March 2015 Common Shares March 26, 2025 $ 0.34 11,628 May 2015 Common Shares May 12, 2025 $ 0.53 289,827 May 2015 Common Shares May 14, 2025 $ 0.37 25,000 May 2015 Common Shares May 17, 2020 $ 0.53 172,675 2,864,823 In connection with the September 2014 Offering, the Company issued warrants to purchase a total of 940,189 shares of common stock at an exercise price of $0.53 per share. The warrants have a contractual life of five years and are exercisable immediately in whole or in part, on or before five years from the issuance date. In connection with the Loan Agreement entered into on September 30, 2014, the Company issued a warrant to purchase a total of 471,698 shares of common stock at an exercise price of $0.53 per share. The warrant has a contractual life of ten years and is exercisable immediately in whole or in part, on or before ten years from the issuance date. The Company determined the fair value of the warrant on the date of issuance to be $622,000 using the Black-Scholes option pricing model. Assumptions used were dividend yield of 0%, volatility of 77%, risk free interest rate of 2.5% and a contractual life of ten years. The warrant will expire on September 30, 2024. The fair value of the warrant was recorded as debt issuance costs, included in prepaid expenses and other current assets on the condensed consolidated balance sheets and will be amortized to interest expense over the loan term. During the three and nine months ended September 30, 2015, the Company recorded $47,000 and $141,000, respectively, of interest expense relating to the debt issuance costs. As of September 30, 2015, the remaining unamortized debt issuance costs were $433,000. In connection with the first loan amendment in February 2015, the Company also amended the terms of the warrant issued to the lender to provide for an automatic increase of the number of shares the lender may acquire in the event the Company fails to meet certain covenants to achieve certain OUS Clinical Trial milestones or capital raising requirements as set forth in the Loan Agreement, as amended, by a number equal to the quotient derived by dividing (i) 1% of the principal balance outstanding under the Loan Agreement by (ii) the exercise price of $0.53 per share. In October and November of 2014, the Company issued common stock warrants to various vendors and nonemployee contractors to purchase a total of 382,000 shares of common stock at an exercise price of $0.53 per share. The warrants have a contractual life of five years and are exercisable in whole or in part, either immediately upon grant or in some cases upon achieving certain milestones or vesting terms. The Company determined the fair value of the warrants using the Black-Scholes option pricing model. Assumptions used were dividend yield of 0%, volatility of 61.3%, risk free interest rate of 1.55% to 1.65% and a contractual life of five years. The fair values of the warrants were recorded as professional consulting fees or clinical costs, which are included in selling, general and administrative and research and development expenses in the consolidated statements of operations for the year ended December 31, 2014, depending on the nature of the services provided. Stock-based compensation expense related to these warrants is recognized as the warrants are earned and was $16,000 and $29,000 for the three and nine months ended September 30, 2015, respectively. A total of 33,750 shares issuable pursuant to these warrants were cancelled in May 2015 as the milestones related to these shares were not achieved. In February 2015, the Company issued common stock warrants to employees for performance bonuses to purchase a total of 605,556 shares of common stock at an exercise price of $0.50 per share. The warrants have a contractual life of ten years and are exercisable immediately in whole or in part, on or before ten years from the issuance date. The Company determined the fair value of the warrants using the Black-Scholes option pricing model. Assumptions used were dividend yield of 0%, volatility of 77.6%, risk free interest rate of 2.14% and a contractual life of ten years. The fair values of the warrants were recorded in selling, general and administrative and research and development expenses in the condensed consolidated statements of operations for the three months ended March 31, 2015, depending on the department classification of the employee. The Company recorded zero and $244,000 of stock-based compensation expense related to these warrants in the three and nine months ended September 30, 2015, respectively. In March 2015, the Company issued a common stock warrant to a nonemployee contractor to purchase a total of 11,628 shares of common stock at an exercise price of $0.34 per share. The warrant has a contractual life of ten years and is exercisable immediately in whole or in part, on or before ten years from the issuance date. The Company determined the fair value of the warrant using the Black-Scholes option pricing model. Assumptions used were dividend yield of 0%, volatility of 78.9%, risk free interest rate of 1.94% and a contractual life of ten years. The fair value of the warrant was recorded as professional consulting fees, which are included in selling, general and administrative expenses in the condensed consolidated statements of operations for the three months ended March 31, 2015. The Company recorded zero and $3,000 of stock-based compensation expense related to these warrants in the three and nine months ended September 30, 2015, respectively. In May 2015, the Company issued common stock warrants to nonemployee contractors to purchase a total of 289,827 shares of common stock at an exercise price of $0.53 per share. The warrants have a contractual life of ten years and are exercisable immediately in whole or in part, on or before ten years from the issuance date. The Company determined the fair value of the warrants using the Black-Scholes option pricing model. Assumptions used were dividend yield of 0%, volatility of 80.1%, risk free interest rate of 2.28% and a contractual life of ten years. The fair values of the warrants were recorded as professional consulting fees, which are included in selling, general and administrative expenses in the condensed consolidated statements of operations for the three months ended June 30, 2015. Stock-based compensation expense related to these warrants was zero and $73,000 for the three and nine months ended September 30, 2015, respectively. In conjunction with the second loan amendment in May 2015, the Company issued a warrant to the lender to purchase a total of 25,000 shares of common stock at an exercise price of $0.37 per share. The warrant has a contractual life of ten years and is exercisable immediately in whole or in part, on or before ten years from the issuance date. The Company determined the fair value of the warrant on the date of issuance to be $10,000 using the Black-Scholes option pricing model. Assumptions used were dividend yield of 0%, volatility of 80.1%, risk free interest rate of 2.23% and a contractual life of ten years. The fair value of the warrant was recorded as debt issuance costs, included in prepaid expenses and other current assets on the condensed consolidated balance sheets and will be amortized to interest expense over the period from the date of issuance to the end of the extended period to draw down the additional funds in connection with the third tranche or July 15, 2015. During the three and nine months ended September 30, 2015, the Company recorded $2,000 and $10,000 of interest expense relating to the debt issuance costs. As of September 30, 2015, the remaining unamortized debt issuance costs were zero. In May 2015, the Company issued a common stock warrant to a nonemployee contractor to purchase a total of 172,675 shares of common stock at an exercise price of $0.53 per share. The warrant has a contractual life of five years and is exercisable immediately in whole or in part, on or before five years from the issuance date. The Company determined the fair value of the warrant using the Black-Scholes option pricing model. Assumptions used were dividend yield of 0%, volatility of 64.4%, risk free interest rate of 1.54% and a contractual life of five years. The fair value of the warrant was recorded as professional consulting fees, which are included in selling, general and administrative expenses in the condensed consolidated statements of operations. Stock-based compensation expense related to these warrants was zero and $47,000 for the three and nine months ended September 30, 2015, respectively. |
Note 8 - Summary of Stock Optio
Note 8 - Summary of Stock Options | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 8. Summary of Stock Options Stock Option Plans The Company has issued equity awards in the form of stock options from three employee benefit plans. The plans include the Company’s 2005 Stock Incentive Plan (the “2005 Plan”), the Viveve Amended and Restated 2006 Stock Plan (the “2006 Plan”) and the Company’s 2013 Stock Option and Incentive Plan, as amended (the “2013 Plan”). The 2005 Plan was adopted by the Company’s board of directors and approved by its stockholders. As of September 30, 2015, 22,095 shares of common stock remain reserved for issuance under the 2005 Plan. The Company does not intend to grant further awards from the 2005 Plan, however, it will continue to administer the 2005 Plan until all outstanding awards are exercised, expire, terminate or are forfeited. There are currently outstanding stock option awards issued from the 2005 Plan covering a total of 22,095 shares of the Company’s common stock. The weighted average exercise price of the outstanding stock options is $12.83 per share and the weighted average remaining contractual term is 1.61 years. The 2006 Plan was adopted by the board of directors of Viveve and was terminated in conjunction with the Merger. Prior to the Merger, the board of directors voted to accelerate the vesting of all unvested options that were outstanding as of the date of the Merger such that all options would be immediately vested and exercisable by the holders. At the Merger, the Company agreed to assume and administer the 2006 Plan and all outstanding options to purchase shares of Viveve, Inc. common stock issued from the 2006 Plan were converted into options to purchase shares of the Company’s common stock (rounded down to the nearest whole share). The number of shares of the Company’s common stock into which the 2006 Plan options were converted was determined by multiplying the number of shares covered by each 2006 Plan option by the exchange ratio of 0.0080497. The exercise price of each 2006 Plan option was determined by dividing the exercise price of each 2006 Plan option immediately prior to the Merger by the exchange ratio of 0.0080497 (rounded up to the nearest cent). There are currently outstanding stock option awards issued from the 2006 Plan covering a total of 322,069 shares of the Company’s common stock and no shares are available for future awards. The weighted average exercise price of the outstanding stock options is $1.54 per share and the weighted average remaining contractual term is 7.07 years. The 2013 Plan was also adopted by the Company’s board of directors and approved by its stockholders. The 2013 Plan is administered by the Compensation Committee of the Company’s board of directors (the “Administrator”). Under the 2013 Plan, the Company may grant to eligible participants equity awards which may take the form of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted, deferred or unrestricted stock awards, performance based awards or dividend equivalent rights. Awards may be granted to officers, employees, nonemployee Directors (as defined in the 2013 Plan) and other key persons (including consultants and prospective employees). The term of any stock option award may not exceed 10 years and may be subject to vesting conditions, as determined by the Administrator. Options granted generally vest over four years. Incentive stock options may be granted only to employees of the Company or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Internal Revenue Code. The exercise price of any stock option award cannot be less than the fair market value of the Company’s common stock, provided, however, that an incentive stock option granted to an employee who owns more than 10% of the Company’s outstanding voting power must have an exercise price of no less than 110% of the fair market value of the Company’s common stock and a term that does not exceed five years. On July 22, 2015, the Company’s stockholders approved an amendment to the 2013 Plan increasing the number of shares of common stock authorized for awards under the 2013 Plan from 3,111,587 shares to a total of 10,100,000 shares. As of September 30, 2015, there are outstanding stock option awards issued from the 2013 Plan covering a total of 3,008,619 shares of the Company’s common stock and there remain reserved for future awards 6,769,152 shares of the Company’s common stock. The weighted average exercise price of the outstanding stock options is $0.73 per share, and the remaining contractual term is 9.09 years. Activity under the 2005 Plan, the 2006 Plan and the 2013 Plan is as follows: Nine Months Ended September 30, 2015 Weighted Weighted Average Aggregate Number Average Remaining Intrinsic of Exercise Contractual Value Shares Price Term (years) (in thousands) Options outstanding, beginning of period 2,291,783 $ 1.02 9.32 $ - Options granted 1,082,000 $ 0.61 Options exercised - $ - Options canceled (21,000 ) $ 1.00 Options outstanding, end of period 3,352,783 $ 0.89 8.84 $ 686,174 Vested and exercisable and expected to vest, end of period 3,122,622 $ 0.91 8.81 $ 634,288 Vested and exercisable, end of period 864,510 $ 1.70 7.72 $ 104,545 The aggregate intrinsic value reflects the difference between the exercise price of the underlying stock options and the Company’s closing share price as of September 30, 2015. The options outstanding and exercisable as of September 30, 2015 are as follows: Options Outstanding Options Exercisable Weighted Number Weighted Average Number Weighted Outstanding Average Remaining Exercisable Average Range of as of Exercise Contractual as of Exercise Exercise Prices Sept 30, 2015 Price Term (Years) Sept 30, 2015 Price $0.33 100,000 $ 0.33 9.62 - $ - $0.46 - $0.47 635,000 $ 0.47 9.36 - $ - $0.60 1,881,476 $ 0.60 9.00 475,203 $ 0.60 $0.89 - $0.99 347,000 $ 0.96 9.85 - $ - $1.24 312,373 $ 1.24 7.15 312,373 $ 1.24 $7.00 - $9.00 57,603 $ 8.64 2.08 57,603 $ 8.64 $12.00 - $18.63 19,081 $ 15.29 2.57 19,081 $ 15.29 $37.00 250 $ 37.00 1.98 250 $ 37.00 3,352,783 $ 0.89 8.84 864,510 $ 1.70 Stock-Based Compensation During the three months ended September 30, 2015, the Company granted stock options to employees to purchase 347,000 shares of common stock with a weighted average grant date fair value of $0.51 per share. During the nine months ended September 30, 2015, the Company granted stock options to employees to purchase 1,082,000 shares of common stock with a weighted average grant date fair value of $0.32 per share. During the three and nine months ended September 30, 2014, the Company granted stock options to employees to purchase 1,901,476 shares of common stock with a weighted average grant date fair value of $0.32 per share. Stock-based compensation expense recognized during the three months ended September 30, 2015 and 2014 was $55,000 and $113,000, respectively. Stock-based compensation expense recognized during the nine months ended September 30, 2015 and 2014 was $145,000 and $144,000, respectively. As of September 30, 2015, the total unrecognized compensation cost in connection with unvested stock options was approximately $701,000. These costs are expected to be recognized over a weighted average period of approximately 3.24 years. The Company estimated the fair value of stock options using the Black-Scholes option pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of employee stock options granted was estimated using the following assumptions: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Expected term (in years) 5 5 5 5 Average volatility 61% - 62% 61% 61% - 62% 61% Risk-free interest rate 1.50% - 1.69% 1.80% 1.29% - 1.69% 1.80% Dividend yield 0% 0% 0% 0% Option-pricing models require the input of various subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility is based on analysis of the Company’s stock price history over a period commensurate with the expected term of the options, trading volume of comparable companies’ stock, look-back volatilities and Company specific events that affected volatility in a prior period. The expected term of employee stock options represents the weighted average period the stock options are expected to remain outstanding and is based on the history of exercises and cancellations on all past option grants made by the Company, the contractual term, the vesting period and the expected remaining term of the outstanding options. The risk-free interest rate is based on the U.S. Treasury interest rates whose term is consistent with the expected life of the stock options. No dividend yield is included as the Company has not issued any dividends and does not anticipate issuing any dividends in the future. The following table shows stock-based compensation expense included in the condensed consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Research and development $ 5 $ - $ 13 $ 1 Selling, general and administrative 50 113 132 143 Total $ 55 $ 113 $ 145 $ 144 |
Note 9 - Income Taxes
Note 9 - Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 9. Income Taxes Provision for Income Tax The Company calculates its interim tax provision in accordance with the provisions of Accounting Standards Codification (“ASC”) 740-270, “Income Taxes; Interim Reporting”. For interim periods, the Company estimates its annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes. The Company also computes the tax provision or benefit related to items reported separately and recognizes the items net of their related tax effect in the interim periods in which they occur. The Company also recognizes the effect of changes in enacted tax laws or rates in the interim periods in which the changes occur. The Company’s effective tax rate is 0% for the three and nine months ended September 30, 2015 and 2014. The Company expects that its effective tax rate for the full year 2015 will be 0%. Deferred Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between book and tax bases of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2014, the Company had a deferred tax asset of approximately $13,900,000 which was fully offset by a valuation allowance. If realized, the asset will be reflected on the Company’s balance sheet and the reversal of the corresponding valuation allowance will result in a tax benefit being recorded in the statement of operations in the respective period. No additional deferred income tax asset has been recorded during the nine months ended September 30, 2015. As of December 31, 2014, the Company had net operating loss carryforwards of approximately $14,487,000 and $14,475,000 available to offset future taxable income, if any, for both federal and California state income tax purposes, respectively. The Company’s federal and state net operating loss carryforwards begin to expire in 2027 and 2017, respectively, and valuation allowances have been provided, where necessary. Utilization of the net operating loss carryforward may be subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of the net operating loss before utilization. Uncertain Tax Positions The Company accounts for its uncertain tax positions in accordance with ASC 740. As of December 31, 2014, the Company had $97,000 of unrecognized tax benefits, none of which will affect the effective tax rate if recognized due to the valuation allowance. The Company is not aware of any other uncertain tax positions that could result in significant additional payments, accruals or other material deviation in this estimate during the fiscal year. The Company files US federal and state returns. All tax years remain open in the jurisdictions, none of which have individual significance. The Company recognizes interest and/or penalties related to uncertain tax positions as other expense and not tax expense. The Company currently has no interest and penalties related to uncertain tax positions. |
Note 10 - Related Party Transac
Note 10 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 10. Related Party Transactions In June 2006, the Company entered into a Development and Manufacturing Agreement with Stellartech Research Corporation (the “Agreement”). The Agreement was amended on October 4, 2007. Under the Agreement, the Company agreed to purchase 300 generators manufactured by Stellartech. As of September 30, 2015, the Company has purchased 50 units. The price per unit is variable and dependent on the volume and timing of units ordered. In conjunction with the Agreement, Stellartech purchased 300,000 shares of Viveve’s common stock at par value (2,415 shares of the Company’s common stock post-Merger based on the exchange ratio of 0.0080497). These shares are subject to a right of repurchase by the Company, which lapses over a four-year period. As of September 30, 2015 and December 31, 2014, none of the shares of common stock were subject to repurchase. Under the Agreement, the Company paid Stellartech $1,871,000 and $182,000 for goods and services during the three months ended September 30, 2015 and 2014, respectively, and $3,082,000 and $345,000 for goods and services during the nine months ended September 30, 2015 and 2014, respectively. |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 11. Subsequent Events A total of 7,500 shares issuable pursuant to warrants issued to a vendor in October 2014 were cancelled in October 2015 as the milestones related to these shares were not achieved. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of condensed consolidated financial statements in conformity with US GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on our operating results. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk and Other Risks and Uncertainties To achieve profitable operations, the Company must successfully develop, manufacture, and market its products. There can be no assurance that any such products can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that such products will be successfully marketed. These factors could have a material adverse effect upon the Company’s financial results, financial position, and future cash flows. The Company’s products may require approval from the U.S. Food and Drug Administration or other international regulatory agencies prior to commencing commercial sales. There can be no assurance that the Company’s products will receive any of these required approvals. If the Company was denied such approvals or such approvals were delayed, it would have a material adverse effect on the Company’s financial results, financial position and future cash flows. The Company is subject to risks common to companies in the medical device industry including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, uncertainty of market acceptance of products, product liability, and the need to obtain additional financing. The Company’s ultimate success is dependent upon its ability to raise additional capital and to successfully develop and market its products. The Company outsources the manufacture and repair of the Viveve System to a single contract manufacturer. Also, certain other components and materials that comprise the Viveve System are currently manufactured by a single supplier or a limited number of suppliers. A significant supply interruption or disruption in the operations of the contract manufacturer or these third-party suppliers would adversely impact the production of our products for a substantial period of time, which could have a material adverse effect on our business, financial condition, operating results and cash flows. During the three months ended September 30, 2015, three customers accounted for 93% of the Company’s revenue. During the three months ended September 30, 2014, two customers accounted for 79% of the Company’s revenue. During the nine months ended September 30, 2015, three customers accounted for 83% of the Company’s revenue. During the nine months ended September 30, 2014, three customers accounted for 94% of the Company’s revenue. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue from the sale of its products, the Viveve System, single-use treatment tips and ancillary consumables. Revenue is recognized upon delivery, provided that persuasive evidence of an arrangement exists, the price is fixed or determinable and collection of the resulting receivable is reasonably assured. Sales of our products are subject to regulatory requirements that vary from country to country. The Company has regulatory clearance outside the U.S. and currently sells the Viveve System in Canada, Hong Kong, Japan, Europe, Middle East and Southeast Asia. The Company does not provide its customers with a contractual right of return. |
Standard Product Warranty, Policy [Policy Text Block] | Product Warranty The Company’s products are generally subject to a one year warranty, which provides for the repair, rework or replacement of products (at its option) that fail to perform within stated specification. The Company has assessed the historical claims and, to date, product warranty claims have not been significant. The Company will continue to assess the need to record a warranty accrual at the time of sale going forward. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Loss Comprehensive loss represents the changes in equity of an enterprise, other than those resulting from stockholder transactions. Accordingly, comprehensive loss may include certain changes in equity that are excluded from net loss. For the three and nine months ended September 30, 2015 and 2014, the Company’s comprehensive loss is the same as its net loss. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share The Company’s basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period. The diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents outstanding during the period. For purposes of this calculation, warrants to purchase common stock, stock options and rights to common stock are considered common stock equivalents. For periods in which the Company has reported net losses, diluted net loss per share is the same as basic net loss per share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Potential common shares will always be anti-dilutive for periods in which the Company has reported a net loss. The following securities were excluded from the calculation of net loss per share because the inclusion would be anti-dilutive. September 30, 2015 2014 Stock options to purchase common stock 3,352,783 2,294,534 Warrants to purchase common stock 2,864,823 - Rights to common stock - 956,354 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued and Adopted Accounting Standards In May 2014, as part of its ongoing efforts to assist in the convergence of US GAAP and International Financial Reporting Standards (“IFRS”), the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The ASU provides alternative methods of initial adoption and is effective for annual and interim periods beginning after December 15, 2017. We are currently evaluating the impact that this standard will have on our condensed consolidated financial statements. In June 2014, the FASB issued ASU No. 2014-12, “Compensation — Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved After a Requisite Service Period” (“ASU 2014-12”). Companies commonly issue share-based payment awards that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards. ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. The performance target should not be reflected in estimating the grant date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved. ASU 2014-12 will be effective for the Company’s fiscal years beginning fiscal 2016 and interim reporting periods within that year, using either the retrospective or prospective transition method. Early adoption is permitted. We are currently evaluating the effect of the adoption of this guidance on our condensed consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 310-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), to provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. We are currently evaluating the effect of the adoption of this guidance on our condensed consolidated financial statements and disclosures. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 will be effective for the Company’s fiscal year beginning January 1, 2016 and subsequent interim periods, with earlier adoption permitted. We are currently evaluating the effect of the adoption of this guidance on our condensed consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). ASU 2015-11 requires that an entity should measure inventory within the scope of this pronouncement at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The pronouncement does not apply to inventory that is being measured using the last-in, first-out (“LIFO”) or the retail inventory method. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. ASU 2015-11 will be effective for the Company’s fiscal year beginning January 1, 2017 and subsequent interim periods, with earlier adoption permitted. We are currently evaluating the effect of the adoption of this guidance on our condensed consolidated financial statements. |
Note 2 - Summary of Significa18
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | September 30, 2015 2014 Stock options to purchase common stock 3,352,783 2,294,534 Warrants to purchase common stock 2,864,823 - Rights to common stock - 956,354 |
Note 3 - Fair Value Measureme19
Note 3 - Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Fair Value of Assets and Liabilities as of September 30, 2015 Level 1 Level 2 Level 3 Total Assets Money market funds $ 6,000 $ - $ - $ 6,000 Total assets $ 6,000 $ - $ - $ 6,000 Liabilities $ - $ - $ - Total liabilities $ - $ - $ - $ - |
Note 4 - Accrued Liabilities (T
Note 4 - Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | September 30, December 31, 2015 2014 Accrued professional fees $ 175 $ 117 Accrued clinical trial costs 151 - Accrued bonuses 268 - Accrued vacation 103 86 Accrued payroll and other related expenses 49 - Other accruals 81 20 Total accrued liabilities $ 827 $ 223 |
Note 5 - Note Payable (Tables)
Note 5 - Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | Year Ending December 31, 2015 (remaining 3 months) $ 234 2016 1,894 2017 2,124 2018 1,161 2019 33 Total payments 5,446 Less: Amount representing interest (446 ) Present value of obligations 5,000 Less: Notes payable, current portion 5,000 Note payable, noncurrent portion $ - |
Note 6 - Commitments and Cont22
Note 6 - Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Year Ending December 31, 2015 (remaining 3 months) $ 56 2016 229 2017 58 Total minimum lease payments $ 343 |
Note 7 - Common Stock (Tables)
Note 7 - Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number of Shares Outstanding Exercisable Expiration Exercise Under Issuance Date for Date Price Warrants September 2014 Common Shares September 23, 2019 $ 0.53 940,189 September 2014 Common Shares September 30, 2024 $ 0.53 471,698 October 2014 Common Shares October 13, 2019 $ 0.53 237,000 October 2014 Common Shares October 31, 2019 $ 0.53 11,250 November 2014 Common Shares November 19, 2019 $ 0.53 100,000 February 2015 Common Shares February 17, 2025 $ 0.50 605,556 March 2015 Common Shares March 26, 2025 $ 0.34 11,628 May 2015 Common Shares May 12, 2025 $ 0.53 289,827 May 2015 Common Shares May 14, 2025 $ 0.37 25,000 May 2015 Common Shares May 17, 2020 $ 0.53 172,675 2,864,823 |
Note 8 - Summary of Stock Opt24
Note 8 - Summary of Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Nine Months Ended September 30, 2015 Weighted Weighted Average Aggregate Number Average Remaining Intrinsic of Exercise Contractual Value Shares Price Term (years) (in thousands) Options outstanding, beginning of period 2,291,783 $ 1.02 9.32 $ - Options granted 1,082,000 $ 0.61 Options exercised - $ - Options canceled (21,000 ) $ 1.00 Options outstanding, end of period 3,352,783 $ 0.89 8.84 $ 686,174 Vested and exercisable and expected to vest, end of period 3,122,622 $ 0.91 8.81 $ 634,288 Vested and exercisable, end of period 864,510 $ 1.70 7.72 $ 104,545 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Options Outstanding Options Exercisable Weighted Number Weighted Average Number Weighted Outstanding Average Remaining Exercisable Average Range of as of Exercise Contractual as of Exercise Exercise Prices Sept 30, 2015 Price Term (Years) Sept 30, 2015 Price $0.33 100,000 $ 0.33 9.62 - $ - $0.46 - $0.47 635,000 $ 0.47 9.36 - $ - $0.60 1,881,476 $ 0.60 9.00 475,203 $ 0.60 $0.89 - $0.99 347,000 $ 0.96 9.85 - $ - $1.24 312,373 $ 1.24 7.15 312,373 $ 1.24 $7.00 - $9.00 57,603 $ 8.64 2.08 57,603 $ 8.64 $12.00 - $18.63 19,081 $ 15.29 2.57 19,081 $ 15.29 $37.00 250 $ 37.00 1.98 250 $ 37.00 3,352,783 $ 0.89 8.84 864,510 $ 1.70 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Expected term (in years) 5 5 5 5 Average volatility 61% - 62% 61% 61% - 62% 61% Risk-free interest rate 1.50% - 1.69% 1.80% 1.29% - 1.69% 1.80% Dividend yield 0% 0% 0% 0% |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Research and development $ 5 $ - $ 13 $ 1 Selling, general and administrative 50 113 132 143 Total $ 55 $ 113 $ 145 $ 144 |
Note 1 - The Company and Basi25
Note 1 - The Company and Basis of Presentation (Details Textual) - USD ($) | May. 14, 2015 | Sep. 23, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Feb. 28, 2015 | Nov. 30, 2014 |
Convertible Debt [Member] | Accrued Interest [Member] | ||||||
Extinguishment of Debt, Amount | $ 522,000 | |||||
Convertible Debt [Member] | ||||||
Extinguishment of Debt, Amount | $ 4,875,000 | |||||
Viveve [Member] | ||||||
Conversion of Stock, Shares Issued | 3,743,282 | |||||
Percentage of Total Common Stock Attributable to Viveve Capital Stock Converted | 62.00% | |||||
Payment to Each NonAccredited Investors for Converted Shares Upon Merger | $ 16,000 | |||||
GBS [Member] | ||||||
Stock Issued During Period, Shares, Other | 943,596 | |||||
Private Placement [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 32,432,432 | |||||
Warrant Term | 5 years | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 940,189 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.53 | |||||
Share Price | $ 0.37 | |||||
Proceeds from Issuance Of Private Placement Gross | $ 12,000,000 | |||||
Proceeds from Issuance of Private Placement Net | 11,040,000 | |||||
Extinguishment of Debt, Amount | $ 5,397,000 | |||||
Extinguishment of Warrant Liabilities | $ 572,000 | 573,000 | ||||
Proceeds from Issuance of Private Placement | 6,000,000 | |||||
Debt Conversion, Original Debt, Amount | $ 1,500,000 | $ 1,546,000 | ||||
Stock Issued During Period, Shares, New Issues | 11,305,567 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 101,365 | |||||
Warrant Term | 5 years | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 940,189 | 2,864,823 | 605,556 | 382,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.53 | $ 0.50 | $ 0.53 | |||
Proceeds from Issuance Of Private Placement Gross | 12,000,000 | |||||
Proceeds from Issuance of Private Placement Net | $ 11,040,000 |
Note 2 - Summary of Significa26
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Three Customers [Member] | ||||
Concentration Risk, Percentage | 93.00% | 83.00% | 94.00% | |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Two Customers [Member] | ||||
Concentration Risk, Percentage | 79.00% | |||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Concentration Risk Number of Customers | 3 | 2 | 3 | 3 |
Warranty Period | 1 year |
Note 2 - Summary of Significa27
Note 2 - Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share (in shares) | 3,352,783 | 2,294,534 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share (in shares) | 2,864,823 | |
Rights to Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share (in shares) | 956,354 |
Note 3 - Financial Instruments
Note 3 - Financial Instruments Measured at Fair Value (Details) $ in Millions | Sep. 30, 2015USD ($) |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |
Assets | |
Money market funds | $ 6 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |
Assets | |
Money market funds | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |
Assets | |
Money market funds | |
Fair Value, Measurements, Recurring [Member] | |
Assets | |
Money market funds | $ 6 |
Fair Value, Inputs, Level 1 [Member] | |
Assets | |
Total assets | $ 6 |
Liabilities | |
Total liabilities | |
Fair Value, Inputs, Level 2 [Member] | |
Assets | |
Total assets | |
Liabilities | |
Total liabilities | |
Fair Value, Inputs, Level 3 [Member] | |
Assets | |
Total assets | |
Liabilities | |
Total liabilities | |
Total assets | $ 6 |
Total liabilities |
Note 4 - Accrued Liabilities -
Note 4 - Accrued Liabilities - Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Accrued professional fees | $ 175 | $ 117 | |
Accrued clinical trial costs | 151 | ||
Accrued bonuses | 268 | ||
Accrued vacation | 103 | $ 86 | |
Accrued payroll and other related expenses | 49 | ||
Other accruals | 81 | $ 20 | |
Total accrued liabilities | $ 827 | $ 223 | [1] |
[1] | The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date. |
Note 5 - Note Payable (Details
Note 5 - Note Payable (Details Textual) | Jul. 15, 2015USD ($) | Apr. 06, 2015USD ($) | Mar. 16, 2015USD ($) | Feb. 19, 2015USD ($) | Oct. 02, 2014USD ($) | May. 31, 2015$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | Sep. 23, 2014$ / sharesshares | Apr. 06, 2015 | Sep. 30, 2015USD ($)shares | Feb. 28, 2015$ / sharesshares | Dec. 31, 2014USD ($) | Nov. 30, 2014$ / sharesshares | |
Second Tranche [Member] | September 2014 Term Loan [Member] | ||||||||||||||
Proceeds from Loans | $ 500,000 | $ 500,000 | $ 500,000 | |||||||||||
Debt Instrument, Face Amount | $ 1,500,000 | |||||||||||||
Debt Instrument Repayment Of Principal And Interest Number Of Installments | 30 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.06% | 5.00% | 5.00% | ||||||||||
First Tranche [Member] | September 2014 Term Loan [Member] | ||||||||||||||
Proceeds from Loans | $ 2,500,000 | |||||||||||||
Debt Instrument Repayment Of Principal And Interest Number Of Installments | 30 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | |||||||||||||
Third Tranche [Member] | September 2014 Term Loan [Member] | ||||||||||||||
Proceeds from Loans | $ 1,000,000 | |||||||||||||
Debt Instrument Repayment Of Principal And Interest Number Of Installments | 30 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.56% | |||||||||||||
September 2014 Term Loan [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 5 | |||||||||||||
Notes Payable, Current | $ 5,000,000 | $ 2,500,000 | ||||||||||||
Warrant Term | 10 years | 10 years | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 25,000 | 471,698 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.37 | $ 0.53 | ||||||||||||
Loans Payable [Member] | ||||||||||||||
Repayments of Debt | $ 1,631,000 | |||||||||||||
Notes Payable, Current | $ 5,000,000 | $ 2,500,000 | [1] | |||||||||||
Warrant Term | 5 years | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 940,189 | 2,864,823 | 605,556 | 382,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.53 | $ 0.50 | $ 0.53 | |||||||||||
[1] | The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date. |
Note 5 - Note Payable - Summary
Note 5 - Note Payable - Summary of Note Payable (Details) $ in Thousands | Sep. 30, 2015USD ($) |
2015 (remaining 3 months) | $ 234 |
2,016 | 1,894 |
2,017 | 2,124 |
2,018 | 1,161 |
2,019 | 33 |
Total payments | 5,446 |
Less: Amount representing interest | (446) |
Present value of obligations | 5,000 |
Notes Payable, Current | $ 5,000 |
Note payable, noncurrent portion |
Note 6 - Commitments and Cont32
Note 6 - Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Leases, Rent Expense | $ 55,000 | $ 43,000 | $ 156,000 | $ 128,000 |
Note 6 - Commitments and Cont33
Note 6 - Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2015USD ($) |
2015 (remaining 3 months) | $ 56 |
2,016 | 229 |
2,017 | 58 |
Total minimum lease payments | $ 343 |
Note 7 - Common Stock (Details
Note 7 - Common Stock (Details Textual) - USD ($) | May. 14, 2015 | Jun. 30, 2015 | May. 31, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Sep. 30, 2014 | Sep. 23, 2014 | Nov. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Private Placement [Member] | |||||||||||||
Right to Shares Agreement Additional Shares Issuable | 0 | 0 | |||||||||||
Right to Shares Agreement Common Shares Cancelled | 854,989 | ||||||||||||
Right to Shares Agreement Obligated to Issue Shares | 956,354 | 956,354 | |||||||||||
Right to Shares Agreement Not Issued Due to Beneficial Ownership Limitations Shares | 101,365 | ||||||||||||
Right to Shares Agreement Delivery of Shares Days Obligated | 3 days | ||||||||||||
Right To Shares Agreement Common Stock Shares Issued | 566,038 | 390,316 | |||||||||||
Stock Issued During Period, Shares, New Issues | 32,432,432 | ||||||||||||
Share Price | $ 0.37 | ||||||||||||
Proceeds from Issuance Of Private Placement Gross | $ 12,000,000 | ||||||||||||
Proceeds from Issuance of Private Placement Net | 11,040,000 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 940,189 | 940,189 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.53 | $ 0.53 | |||||||||||
Warrant Term | 5 years | ||||||||||||
September 2014 Term Loan [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 471,698 | 471,698 | 471,698 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.53 | $ 0.53 | $ 0.53 | ||||||||||
Warrant Term | 10 years | ||||||||||||
Warrants and Rights Outstanding | $ 622,000 | $ 622,000 | $ 622,000 | ||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 77.00% | ||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 2.50% | ||||||||||||
Amortization of Debt Discount (Premium) | $ 47,000 | $ 141,000 | |||||||||||
Unamortized Debt Issuance Expense | 433,000 | 433,000 | |||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.55% | ||||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.65% | ||||||||||||
Warrant [Member] | Vendors And Nonemployee [Member] | |||||||||||||
Allocated Share-based Compensation Expense | 16,000 | 29,000 | |||||||||||
Warrant [Member] | Employees [Member] | |||||||||||||
Allocated Share-based Compensation Expense | 0 | 244,000 | |||||||||||
Warrant [Member] | September 2014 Term Loan [Member] | |||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 80.10% | ||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 2.23% | ||||||||||||
Fair Value Assumptions, Expected Term | 10 years | ||||||||||||
Warrant [Member] | |||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |||||||||||
Fair Value Assumptions, Expected Volatility Rate | 77.60% | 61.30% | |||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 2.14% | ||||||||||||
Fair Value Assumptions, Expected Term | 10 years | 5 years | |||||||||||
Vendors And Nonemployee [Member] | |||||||||||||
Class of Warrant or Right Number of Securities Called by Warrants or Rights Cancelled In Period | 33,750 | ||||||||||||
March 2015 Issuance [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,628 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.34 | ||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 78.90% | ||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.94% | ||||||||||||
Fair Value Assumptions, Expected Term | 10 years | ||||||||||||
Allocated Share-based Compensation Expense | 0 | 3,000 | |||||||||||
May 2015 Issuance [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 289,827 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.53 | ||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 80.10% | ||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 2.28% | ||||||||||||
Fair Value Assumptions, Expected Term | 10 years | ||||||||||||
Allocated Share-based Compensation Expense | 0 | 73,000 | |||||||||||
May 2015 Issuance Second Contractor [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 172,675 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.53 | ||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 64.40% | ||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.54% | ||||||||||||
Fair Value Assumptions, Expected Term | 5 years | ||||||||||||
Allocated Share-based Compensation Expense | 0 | 47,000 | |||||||||||
September 2014 Term Loan [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 25,000 | 471,698 | 471,698 | 471,698 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.37 | $ 0.53 | $ 0.53 | $ 0.53 | |||||||||
Warrant Term | 10 years | 10 years | |||||||||||
Warrants and Rights Outstanding | $ 10,000 | ||||||||||||
Amortization of Debt Discount (Premium) | 2,000 | 10,000 | |||||||||||
Unamortized Debt Issuance Expense | $ 0 | $ 0 | |||||||||||
Stock Issued During Period, Shares, New Issues | 11,305,567 | ||||||||||||
Proceeds from Issuance Of Private Placement Gross | 12,000,000 | ||||||||||||
Proceeds from Issuance of Private Placement Net | $ 11,040,000 | ||||||||||||
Class of Warrant or Right, Outstanding | 2,864,823 | 2,864,823 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 605,556 | 940,189 | 382,000 | 2,864,823 | 2,864,823 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | $ 0.53 | $ 0.53 | ||||||||||
Warrant Term | 5 years | ||||||||||||
Percent Of Outstanding Loan Amount | 1.00% | 1.00% | |||||||||||
Allocated Share-based Compensation Expense | $ 55,000 | $ 113,000 | $ 145,000 | $ 144,000 |
Note 7 - Common Stock - Summary
Note 7 - Common Stock - Summary of Oustanding Warrants (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Range One [Member] | |
Expiration Date | Sep. 23, 2019 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.53 |
Shares Outstanding Under Warrants (in shares) | 940,189 |
Range Two [Member] | |
Expiration Date | Sep. 30, 2024 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.53 |
Shares Outstanding Under Warrants (in shares) | 471,698 |
Range Three [Member] | |
Expiration Date | Oct. 13, 2019 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.53 |
Shares Outstanding Under Warrants (in shares) | 237,000 |
Range Four [Member] | |
Expiration Date | Oct. 31, 2019 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.53 |
Shares Outstanding Under Warrants (in shares) | 11,250 |
Range Five [Member] | |
Expiration Date | Nov. 19, 2019 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.53 |
Shares Outstanding Under Warrants (in shares) | 100,000 |
Range Six [Member] | |
Expiration Date | Feb. 17, 2025 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.50 |
Shares Outstanding Under Warrants (in shares) | 605,556 |
Range Seven [Member] | |
Expiration Date | Mar. 26, 2025 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.34 |
Shares Outstanding Under Warrants (in shares) | 11,628 |
Range Eight [Member] | |
Expiration Date | May 12, 2025 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.53 |
Shares Outstanding Under Warrants (in shares) | 289,827 |
Range Nine [Member] | |
Expiration Date | May 14, 2025 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.37 |
Shares Outstanding Under Warrants (in shares) | 25,000 |
Range Ten [Member] | |
Expiration Date | May 17, 2020 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.53 |
Shares Outstanding Under Warrants (in shares) | 172,675 |
Shares Outstanding Under Warrants (in shares) | 2,864,823 |
Note 8 - Summary of Stock Opt36
Note 8 - Summary of Stock Options (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jul. 22, 2015 | Jul. 21, 2015 | Dec. 31, 2014 | |
The 2006 Stock Option Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 322,069 | 322,069 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 1.54 | $ 1.54 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 25 days | ||||||
Conversion of Stock Exchange Ratio | 0.0080497 | ||||||
Two Thousand Five Plan [Member] | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 22,095 | 22,095 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 22,095 | 22,095 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 12.83 | $ 12.83 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 222 days | ||||||
The 2013 Plan [Member] | Holdings Greater Than 10 Percent of Shares Outstanding [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||
The 2013 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 347,000 | 1,082,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.51 | $ 0.32 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 6,769,152 | 6,769,152 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,008,619 | 3,008,619 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.73 | $ 0.73 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 32 days | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 10.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 110.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 10,100,000 | 3,111,587 | |||||
Employees [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,901,476 | 1,901,476 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.32 | $ 0.32 | |||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||
Allocated Share-based Compensation Expense | $ 55,000 | $ 113,000 | $ 145,000 | $ 144,000 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 87 days | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,082,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | 0.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,352,783 | 3,352,783 | 2,291,783 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 1.02 | ||||||
Allocated Share-based Compensation Expense | $ 55,000 | $ 113,000 | $ 145,000 | $ 144,000 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 701,000 | $ 701,000 |
Note 8 - Summary of Stock Opt37
Note 8 - Summary of Stock Options - Summary of Option Activity Under All Plans (Details) - USD ($) $ in Thousands | 9 Months Ended |
Sep. 30, 2015 | |
Beginning Of Period [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 116 days |
Options outstanding, end of period | 9 years 116 days |
End of Period [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 306 days |
Options outstanding, end of period | 8 years 306 days |
Options outstanding, beginning of period (in shares) | 2,291,783 |
Options outstanding, beginning of period (in dollars per share) | $ 1.02 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,082,000 |
Options granted (in dollars per share) | $ 0.61 |
Options canceled (in shares) | (21,000) |
Options canceled (in dollars per share) | $ 1 |
Options outstanding, end of period (in shares) | 3,352,783 |
Options outstanding, end of period (in dollars per share) | |
Options outstanding, end of period | $ 686,174 |
Vested and exercisable and expected to vest, end of period (in shares) | 3,122,622 |
Vested and exercisable and expected to vest, end of period (in dollars per share) | $ 0.91 |
Vested and exercisable and expected to vest, end of period | 8 years 295 days |
Vested and exercisable and expected to vest, end of period | $ 634,288 |
Vested and exercisable, end of period (in shares) | 864,510 |
Vested and exercisable, end of period (in dollars per share) | $ 1.70 |
Vested and exercisable, end of period | 7 years 262 days |
Vested and exercisable, end of period | $ 104,545 |
Note 8 - Summary of Stock Opt38
Note 8 - Summary of Stock Options - Summary of Options Outstanding and Exercisable (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Range One [Member] | |
(in dollars per share) | $ 0.33 |
(in dollars per share) | |
(in shares) | shares | 100,000 |
(in dollars per share) | $ 0.33 |
9 years 226 days | |
(in shares) | shares | |
Range Two [Member] | |
(in dollars per share) | |
(in dollars per share) | $ 0.47 |
(in shares) | shares | 635,000 |
(in dollars per share) | $ 0.47 |
9 years 131 days | |
(in shares) | shares | |
$0.46 (in dollars per share) | $ 0.46 |
Range Three [Member] | |
(in dollars per share) | $ 0.60 |
(in dollars per share) | |
(in shares) | shares | 1,881,476 |
(in dollars per share) | $ 0.60 |
9 years | |
(in shares) | shares | 475,203 |
(in dollars per share) | $ 0.60 |
Range Four [Member] | |
(in dollars per share) | |
(in dollars per share) | $ 0.99 |
(in shares) | shares | 347,000 |
(in dollars per share) | $ 0.96 |
9 years 310 days | |
(in shares) | shares | |
$0.46 (in dollars per share) | $ 0.89 |
Range Five [Member] | |
(in dollars per share) | $ 1.24 |
(in dollars per share) | |
(in shares) | shares | 312,373 |
(in dollars per share) | $ 1.24 |
7 years 54 days | |
(in shares) | shares | 312,373 |
(in dollars per share) | $ 1.24 |
Range Six [Member] | |
(in dollars per share) | |
(in dollars per share) | $ 9 |
(in shares) | shares | 57,603 |
(in dollars per share) | $ 8.64 |
2 years 29 days | |
(in shares) | shares | 57,603 |
$0.46 (in dollars per share) | $ 7 |
(in dollars per share) | $ 8.64 |
Range Seven [Member] | |
(in dollars per share) | |
(in dollars per share) | $ 18.63 |
(in shares) | shares | 19,081 |
(in dollars per share) | $ 15.29 |
2 years 208 days | |
(in shares) | shares | 19,081 |
$0.46 (in dollars per share) | $ 12 |
(in dollars per share) | 15.29 |
Range Eight [Member] | |
(in dollars per share) | $ 37 |
(in dollars per share) | |
(in shares) | shares | 250 |
(in dollars per share) | $ 37 |
1 year 357 days | |
(in shares) | shares | 250 |
(in dollars per share) | $ 37 |
(in dollars per share) | |
(in dollars per share) | |
(in shares) | shares | 3,352,783 |
(in dollars per share) | $ 0.89 |
8 years 306 days | |
(in shares) | shares | 864,510 |
(in dollars per share) | $ 1.70 |
Note 8 - Summary of Stock Opt39
Note 8 - Summary of Stock Options - Valuation Assumptions for Stock Options (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Minimum [Member] | ||||
Average volatility | 61.00% | 61.00% | ||
Risk-free interest rate | 1.50% | 1.29% | ||
Maximum [Member] | ||||
Average volatility | 62.00% | 62.00% | ||
Risk-free interest rate | 1.69% | 1.69% | ||
Expected term (in years) | 5 years | 5 years | 5 years | 5 years |
Average volatility | 61.00% | 61.00% | ||
Risk-free interest rate | 1.80% | 1.80% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | 0.00% |
Note 8 - Summary of Stock Opt40
Note 8 - Summary of Stock Options - Stock-based Compensation Expense Included in the Statement of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Research and Development Expense [Member] | ||||
Allocated Share-based Compensation Expense | $ 5 | $ 13 | $ 1 | |
General and Administrative Expense [Member] | ||||
Allocated Share-based Compensation Expense | 50 | $ 113 | 132 | 143 |
Allocated Share-based Compensation Expense | $ 55 | $ 113 | $ 145 | $ 144 |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Scenario, Forecast [Member] | |||||||
Effective Income Tax Rate Reconciliation, Percent | 0.00% | ||||||
Domestic Tax Authority [Member] | |||||||
Operating Loss Carryforwards | $ 14,487,000 | ||||||
State and Local Jurisdiction [Member] | |||||||
Operating Loss Carryforwards | 14,475,000 | ||||||
Effective Income Tax Rate Reconciliation, Percent | 0.00% | 0.00% | 0.00% | 0.00% | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 0 | ||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | $ 0 | $ 0 | ||||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | 13,900,000 | ||||||
Unrecognized Tax Benefits | $ 97,000 |
Note 10 - Related Party Trans42
Note 10 - Related Party Transactions (Details Textual) | Oct. 04, 2007shares | Sep. 23, 2014shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Dec. 31, 2014shares |
Stellartech Research Corporation [Member] | Based On Postmerger Exchange Ratio [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 2,415 | ||||||
Stellartech Research Corporation [Member] | |||||||
Shares of Common Stock Subject to Repurchase | 0 | 0 | 0 | ||||
Stock Issued During Period, Shares, New Issues | 300,000 | ||||||
Conversion of Stock Exchange Ratio | 0.0080497 | ||||||
Right to Repurchase Stock Term | 4 years | ||||||
Related Party Transaction, Amounts of Transaction | $ | $ 1,871,000 | $ 182,000 | $ 3,082,000 | $ 345,000 | |||
Stock Issued During Period, Shares, New Issues | 11,305,567 |
Note 11 - Subsequent Events (De
Note 11 - Subsequent Events (Details Textual) | 1 Months Ended |
Oct. 31, 2015shares | |
Subsequent Event [Member] | |
Class of Warrant or Right Number of Securities Called by Warrants or Rights Cancelled In Period | 7,500 |