Document And Entity Information - shares |
9 Months Ended | |
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Sep. 30, 2018 |
Nov. 06, 2018 |
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Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | AVENUE THERAPEUTICS, INC. | |
Entity Central Index Key | 0001644963 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | ATXI | |
Entity Common Stock, Shares Outstanding | 10,662,398 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Small Business | false |
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares |
Sep. 30, 2018 |
Dec. 31, 2017 |
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Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 10,662,398 | 10,265,083 |
Common Stock, Shares, Outstanding | 10,662,398 | 10,265,083 |
Common Stock Shares issuable | 0 | 273,837 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Issued | 250,000 | 250,000 |
Preferred Stock, Shares Outstanding | 250,000 | 250,000 |
CONDENSED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
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Operating expenses: | ||||
Research and development | $ 1,788 | $ 2,000 | $ 14,981 | $ 2,580 |
General and administrative | 820 | 848 | 2,733 | 2,516 |
Loss from operations | (2,608) | (2,848) | (17,714) | (5,096) |
Interest income | (13) | (6) | (85) | (6) |
Interest expense | 0 | 106 | 0 | 294 |
Interest expense - related party | 0 | 0 | 0 | 81 |
Change in fair value of convertible notes payable | 0 | 0 | 0 | 99 |
Change in fair value of warrant liabilities | 0 | 0 | 0 | 451 |
Net Loss | $ (2,595) | $ (2,948) | $ (17,629) | $ (6,015) |
Net loss per common share outstanding, basic and diluted | $ (0.25) | $ (0.30) | $ (1.73) | $ (1.09) |
Weighted average number of common shares outstanding, basic and diluted | 10,295,958 | 9,972,663 | 10,216,466 | 5,514,988 |
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands |
Total |
Class A Preferred [Member] |
Common Shares [Member] |
Common Stock Issuable [Member] |
Additional paid-in capital [Member] |
Accumulated deficit [Member] |
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Balance at Dec. 31, 2017 | $ 19,380 | $ 0 | $ 1 | $ 1,103 | $ 38,937 | $ (20,661) |
Balance (Shares) at Dec. 31, 2017 | 250,000 | 10,265,083 | 273,837 | |||
Issuance of common shares - Founders Agreement | 0 | $ 0 | $ 0 | $ (1,103) | 1,103 | 0 |
Issuance of common shares - Founders Agreement (in shares) | 0 | 273,837 | (273,837) | |||
Exercise of warrants under the NSC Note | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 |
Exercise of warrants under the NSC Note (in shares) | 0 | 15,500 | 0 | |||
Share based compensation | 1,043 | $ 0 | $ 0 | $ 0 | 1,043 | 0 |
Share based compensation (in shares) | 0 | 107,978 | 0 | |||
Net loss | (17,629) | $ 0 | $ 0 | $ 0 | 0 | (17,629) |
Balance at Sep. 30, 2018 | $ 2,794 | $ 0 | $ 1 | $ 0 | $ 41,083 | $ (38,290) |
Balance (Shares) at Sep. 30, 2018 | 250,000 | 10,662,398 | 0 |
Organization, Plan of Business Operations |
9 Months Ended | |
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Sep. 30, 2018 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 — Organization, Plan of Business Operations Avenue Therapeutics, Inc. (the “Company” or “Avenue”) was incorporated in Delaware on February 9, 2015, as a wholly owned subsidiary of Fortress Biotech, Inc. (“Fortress”), to develop and market pharmaceutical products for the acute care setting in the United States. The Company is focused on developing its product candidate, an intravenous (“IV”) formulation of tramadol HCI (“IV Tramadol”), for moderate to moderately severe post-operative pain. On November 12, 2018, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”), entered into definitive agreements with two closing stages for a proposed acquisition of the Company. The transaction will be subject to Avenue’s stockholders’ and regulatory approvals, and other closing conditions. At the first stage closing, which is anticipated in the first quarter of 2019, InvaGen will purchase 5,833,333 newly issued shares of Avenue’s common stock at $6.00 per share for a total consideration of $35.0 million. Simultaneously with the closing of the stock issuance, InvaGen will appoint three members (including one independent) on Avenue’s seven-member Board of Directors. At the second stage closing, InvaGen will acquire the remaining shares of Avenue’s common stock, pursuant to a reverse triangular merger with Avenue remaining as the surviving entity, for up to $180.0 million in the aggregate. The second stage closing is subject to the satisfaction of certain closing conditions, including conditions pertaining to U.S. Food and Drug Administration approval, labeling, scheduling and the absence of any Risk Evolution and Mitigation Strategy (“REMS”) or similar restrictions in effect with respect to IV Tramadol. Credit Agreement and Guaranty Concurrently with the execution and delivery of the Stock Purchase and Merger Agreement, the Company and Invagen entered into a credit agreement (the “Credit Agreement”), pursuant to which Invagen will provide initial financing to the Company in an amount of up to $3.0 million in the form of a line of credit, up to the closing of the Stock Purchase Transaction. Any amounts drawn on the line of credit will be deducted from the aggregate consideration payable to the Company pursuant to the Stock Purchase Transaction. Subject to the terms and conditions described in the Stock Purchase and Merger Agreement, Invagen may also provide interim financing to the Company in an amount of up to $7.0 million during the time period between the Stock Purchase Transaction and the Merger Transaction. Any amounts drawn on the interim financing will be deducted from the aggregate consideration payable to Company stockholders by virtue of the Merger Transaction. Concurrently with the execution and delivery of the Credit Agreement, Fortress and Invagen entered into a guaranty (the “Guaranty”), pursuant to which Fortress guaranteed the full payment to Invagen, when due, of all amounts of (x) all obligations of the Company to Invagen under the Credit Agreement, whether for principal interest, fees, charges, expenses or otherwise, and (y) any and all costs and expenses incurred by Invagen in enforcing any of its rights under the Guaranty. Liquidity and Capital Resources The Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future as it executes on its product development plan and may never become profitable. As of September 30, 2018, the Company had an accumulated deficit of $38.3 million. |
Significant Accounting Policies |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Text Block] | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited interim condensed financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. Therefore, these unaudited interim condensed financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 2017, which were included in the Company’s Form 10-K, and filed with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2018. The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. The unaudited interim condensed financial statements may not be indicative of future performance and may not reflect what the results of operations, financial position, and cash flows would have been had Avenue operated as an independent entity. Certain estimates, including allocations from Fortress, have been made to provide financial statements for stand-alone reporting purposes. Inter-company transactions between Fortress and Avenue are classified as Accounts Payable and Accrued Expenses - Related Party in the unaudited interim condensed financial statements. The Company believes that the assumptions underlying the unaudited interim condensed financial statements are reasonable. The Company has no subsidiaries. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Annual Stock Dividend In September 2016, the Company issued 250,000 Class A preferred shares to Fortress. The Class A preferred shares entitle the holder to a stock dividend equal to 2.5% of the fully diluted outstanding equity of the Company (“The Annual Stock Dividend”) to be paid on February 17 of each year. On June 13, 2018, the Company’s Stockholders adopted an amendment to the Company’s Third Amended and Restated Certificate of Incorporation amending the payment date going forward to January 1 of each year. The Company recorded the Annual Stock Dividend due to Fortress as contingent consideration. Contingent consideration is recorded when probable and reasonably estimable. The Company’s future share prices cannot be estimated due to the nature of its assets and the Company’s stage of development. Due to these uncertainties, the Company concluded that it could not reasonably estimate the contingent consideration until shares were actually issued on February 17, 2018 and 2017. Because the issuance of shares on February 17, 2018 and 2017 occurred prior to the issuance of the December 31, 2017 and 2016 financial statements, respectively, the Company recorded approximately $1.1 million and $49,000 in research and development - licenses acquired for the years ended December 31, 2017 and 2016, respectively. Net loss per Share Loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding, excluding unvested restricted stock and stock options, during the period. Since dividends are declared paid and set aside among the holders of shares of common stock and Class A common stock pro-rata on an as-if-converted basis, the two-class method of computing net loss per share is not required. The following table sets forth the common shares that could potentially dilute basic income per share in the future that were not included in the computation of diluted income (loss) per share because to do so would have been anti-dilutive for the periods presented:
Recently Adopted Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business (“ASU 2017-01”). The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company adopted ASU 2017-01 in the first quarter of 2018 and its adoption did not have a material impact on the Company’s unaudited interim condensed financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting , (“ASU 2017-09”) which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. It is effective prospectively for the annual period ending December 31, 2018 and interim periods within that annual period. Early adoption is permitted. The Company early adopted ASU 2017-09 in the first quarter of 2018 and its adoption did not have a material impact on the Company’s unaudited interim condensed financial statements. Recently Issued Accounting Standards In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact of adopting this standard on its financial statements and related disclosures, but does not expect it to have a material impact. In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018. The Company is evaluating the impact of this guidance on its financial statements. |
Allocation |
9 Months Ended | |
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Sep. 30, 2018 | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 3 — Allocation The expense allocations to Avenue, which represent Lucy Lu’s executive compensation, have been paid by Fortress and allocated by the Company between Avenue and Fortress based on time spent on Avenue projects versus time spent on Fortress projects. The allocations were based on assumptions that management believes are reasonable; however, these allocations are not necessarily indicative of the costs and expenses that would have resulted if Avenue had been operating as a stand-alone entity. Since Lucy Lu became a full-time employee for Avenue in June 2017, the allocations ceased as her time spent was 100% devoted to Avenue. For the three months ended September 30, 2018 and 2017, the allocated expenses related to Lucy Lu were $0, respectively. For the nine months ended September 30, 2018 and 2017, the allocated expenses related to Lucy Lu were approximately $0 and $0.2 million, respectively, and were recorded 50% to research and development and 50% to general and administrative expenses. |
Related Party Agreements |
9 Months Ended | |
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Sep. 30, 2018 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions Disclosure [Text Block] | Note 4 — Related Party Agreements Management Services Agreement with Fortress Effective as of February 17, 2015, Fortress entered into a Management Services Agreement (the “MSA”) with Avenue to provide advisory and consulting services to Avenue for a period of five (5) years. Services provided under the MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of Avenue’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of Avenue with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). Avenue is obligated to utilize clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by Fortress, provided those services are offered at market prices. However, Avenue is not obligated to take or act upon any advice rendered from Fortress and Fortress shall not be liable for any of Avenue’s actions or inactions based upon their advice. Fortress and its affiliates, including all members of Avenue’s Board of Directors, have been contractually exempt from fiduciary duties to Avenue relating to corporate opportunities. In consideration for the Services, Avenue will pay Fortress an annual consulting fee of $0.5 million (the “Annual Consulting Fee”), payable in advance in equal quarterly installments on the first business day of each calendar quarter in each year, provided, however, that such Annual Consulting Fee shall be increased to $1.0 million for each calendar year in which Avenue has net assets in excess of $100.0 million at the beginning of the calendar year. For the three months ended September 30, 2018 and 2017, the Company had expenses related to the MSA of approximately $0.1 million, respectively. For the nine months ended September 30, 2018 and 2017, the Company had expenses related to the MSA of approximately $0.4 million, respectively. |
Accounts Payable and Accrued Expenses |
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Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 5 — Accounts Payable and Accrued Expenses Accounts payable, accrued expenses and other liabilities consisted of the following (in thousands):
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Stockholders' Equity |
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | Note 6 — Stockholders’ Equity Awards to Fortress Pursuant to the Company’s Third Amended and Restated Certificate of Incorporation for the annual stock dividend that was due on February 17, 2018, the Company issued 273,837 shares of common stock to Fortress, which equaled to 2.5% of the fully diluted outstanding equity of Avenue at the time of issuance for the annual stock dividend. On June 13, 2018, the Company’s Stockholders adopted an amendment to the Company’s Third Amended and Restated Certificate of Incorporation amending the payment date going forward to January 1 of each year. Equity Incentive Plan The Company has in effect the 2015 Incentive Plan (“2015 Incentive Plan”). The 2015 Incentive Plan was adopted in January 2015 by our stockholders. Under the 2015 Incentive Plan, the compensation committee of the Company’s board of directors is authorized to grant stock-based awards to directors, officers, employees and consultants. The plan authorizes grants to issue up to 2,000,000 shares of authorized but unissued common stock and expires 10 years from adoption and limits the term of each option to no more than 10 years from the date of grant. Restricted Stock Units and Restricted Stock Awards The following table summarizes restricted stock unit and award activity for the nine months ended September 30, 2018:
For the three months ended September 30, 2018 and 2017, stock-based compensation expenses associated with the amortization of restricted stock units and restricted stock awards for employees and non-employees were approximately $0.4 million and $0.2 respectively. For the nine months ended September 30, 2018 and 2017, stock-based compensation expenses associated with the amortization of restricted stock units and restricted stock awards for employees and non-employees were approximately $1.0 million and $0.2 million respectively. At September 30, 2018, the Company had unrecognized stock-based compensation expense related to restricted stock units and restricted stock awards of $3.3 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.3 years. Stock Options The following table summarizes stock option award activity for the nine months ended September 30, 2018:
Stock Warrants The following table summarizes the warrant activity for the nine months ended September 30, 2018:
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Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited interim condensed financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. Therefore, these unaudited interim condensed financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 2017, which were included in the Company’s Form 10-K, and filed with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2018. The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. The unaudited interim condensed financial statements may not be indicative of future performance and may not reflect what the results of operations, financial position, and cash flows would have been had Avenue operated as an independent entity. Certain estimates, including allocations from Fortress, have been made to provide financial statements for stand-alone reporting purposes. Inter-company transactions between Fortress and Avenue are classified as Accounts Payable and Accrued Expenses - Related Party in the unaudited interim condensed financial statements. The Company believes that the assumptions underlying the unaudited interim condensed financial statements are reasonable. The Company has no subsidiaries. |
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Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
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Stockholders' Equity, Policy [Policy Text Block] | Annual Stock Dividend In September 2016, the Company issued 250,000 Class A preferred shares to Fortress. The Class A preferred shares entitle the holder to a stock dividend equal to 2.5% of the fully diluted outstanding equity of the Company (“The Annual Stock Dividend”) to be paid on February 17 of each year. On June 13, 2018, the Company’s Stockholders adopted an amendment to the Company’s Third Amended and Restated Certificate of Incorporation amending the payment date going forward to January 1 of each year. The Company recorded the Annual Stock Dividend due to Fortress as contingent consideration. Contingent consideration is recorded when probable and reasonably estimable. The Company’s future share prices cannot be estimated due to the nature of its assets and the Company’s stage of development. Due to these uncertainties, the Company concluded that it could not reasonably estimate the contingent consideration until shares were actually issued on February 17, 2018 and 2017. Because the issuance of shares on February 17, 2018 and 2017 occurred prior to the issuance of the December 31, 2017 and 2016 financial statements, respectively, the Company recorded approximately $1.1 million and $49,000 in research and development - licenses acquired for the years ended December 31, 2017 and 2016, respectively. |
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Earnings Per Share, Policy [Policy Text Block] | Net loss per Share Loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding, excluding unvested restricted stock and stock options, during the period. Since dividends are declared paid and set aside among the holders of shares of common stock and Class A common stock pro-rata on an as-if-converted basis, the two-class method of computing net loss per share is not required. The following table sets forth the common shares that could potentially dilute basic income per share in the future that were not included in the computation of diluted income (loss) per share because to do so would have been anti-dilutive for the periods presented:
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New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business (“ASU 2017-01”). The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company adopted ASU 2017-01 in the first quarter of 2018 and its adoption did not have a material impact on the Company’s unaudited interim condensed financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting , (“ASU 2017-09”) which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. It is effective prospectively for the annual period ending December 31, 2018 and interim periods within that annual period. Early adoption is permitted. The Company early adopted ASU 2017-09 in the first quarter of 2018 and its adoption did not have a material impact on the Company’s unaudited interim condensed financial statements. Recently Issued Accounting Standards In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact of adopting this standard on its financial statements and related disclosures, but does not expect it to have a material impact. In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018. The Company is evaluating the impact of this guidance on its financial statements. |
Significant Accounting Policies (Tables) |
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Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method [Table Text Block] | The following table sets forth the common shares that could potentially dilute basic income per share in the future that were not included in the computation of diluted income (loss) per share because to do so would have been anti-dilutive for the periods presented:
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Accounts Payable and Accrued Expenses (Tables) |
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Sep. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable, accrued expenses and other liabilities consisted of the following (in thousands):
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Stockholders' Equity (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Unvested Restricted Stock Units Roll Forward [Table Text Block] | The following table summarizes restricted stock unit and award activity for the nine months ended September 30, 2018:
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Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option award activity for the nine months ended September 30, 2018:
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Share-based Compensation, Activity [Table Text Block] | The following table summarizes the warrant activity for the nine months ended September 30, 2018:
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Organization, Plan of Business Operations (Details Textual) - USD ($) $ / shares in Units, $ in Thousands |
1 Months Ended | ||
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Nov. 12, 2018 |
Sep. 30, 2018 |
Dec. 31, 2017 |
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Retained Earnings (Accumulated Deficit) | $ (38,290) | $ (20,661) | |
Subsequent Event [Member] | Line of Credit [Member] | |||
Initial Financing Amount | $ 3,000 | ||
Interim Financing Amount | 7,000 | ||
Subsequent Event [Member] | Second Closing [Member] | |||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 180,000 | ||
Subsequent Event [Member] | InvaGen Pharmaceuticals Inc [Member] | |||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 35,000 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 5,833,333 | ||
Business Acquisition, Share Price | $ 6.00 |
Significant Accounting Policies (Details) - shares |
9 Months Ended | |
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Sep. 30, 2018 |
Sep. 30, 2017 |
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Total potential dilutive effect shares outstanding | 1,391,310 | 984,999 |
Restricted stock units/awards | ||
Total potential dilutive effect shares outstanding | 1,121,310 | 714,999 |
Preferred shares | ||
Total potential dilutive effect shares outstanding | 250,000 | 250,000 |
Options | ||
Total potential dilutive effect shares outstanding | 20,000 | 20,000 |
Significant Accounting Policies (Details Textual) - USD ($) |
1 Months Ended | 12 Months Ended | |
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Sep. 30, 2016 |
Dec. 31, 2017 |
Dec. 31, 2016 |
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Stock Issued During Period, Shares, New Issues | 250,000 | ||
Preferred Stock, Dividend Rate, Percentage | 2.50% | ||
Research and Development in Process | $ 1,100,000 | $ 49,000 |
Allocation (Details Textual) - Lucy Lu's [Member] - USD ($) |
1 Months Ended | 3 Months Ended | 9 Months Ended | ||
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Jun. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
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Compensation Expense | $ 0 | $ 0 | $ 0 | $ 200,000 | |
Compensation Allocation Percentage | 100.00% | ||||
Research and Development Expense [Member] | |||||
Compensation Allocation Percentage | 50.00% | 50.00% | |||
General and Administrative Expense [Member] | |||||
Compensation Allocation Percentage | 50.00% | 50.00% |
Related Party Agreements (Details Textual) - USD ($) $ in Millions |
1 Months Ended | 3 Months Ended | 9 Months Ended | ||
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Feb. 17, 2015 |
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
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Service Agreement Expenses | $ 0.1 | $ 0.1 | $ 0.4 | $ 0.4 | |
Asset Management Income [Member] | |||||
Annual Consulting Fee | $ 0.5 | ||||
Increase In Annual Consulting Fee | 1.0 | ||||
Excess In Net Assets Value | $ 100.0 |
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
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Accounts payable | $ 770 | $ 1,545 |
Accrued employee compensation | 216 | 215 |
Accrued contracted services and other | 1,112 | 977 |
Accounts payable and accrued expenses | $ 2,098 | $ 2,737 |
Stockholders' Equity (Details) - Restricted Stock [Member] |
9 Months Ended |
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Sep. 30, 2018
$ / shares
shares
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Number of Units, Unvested Beginning Balance | shares | 714,999 |
Number of Units, Granted | shares | 467,978 |
Number of Units, Vested | shares | (61,667) |
Number of Units, Unvested Ending Balance | shares | 1,121,310 |
Weighted Average Grant Date Fair Value, Unvested Beginning Balance | $ / shares | $ 5.00 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 3.48 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 2.49 |
Weighted Average Grant Date Fair Value, Unvested Ending Balance | $ / shares | $ 4.39 |
Stockholders' Equity (Details 1) - $ / shares |
9 Months Ended | 12 Months Ended |
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Sep. 30, 2018 |
Dec. 31, 2017 |
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Stock Options, Outstanding, Begining | 20,000 | |
Stock Options, Granted | 0 | |
Stock Options, Outstanding, Ending | 20,000 | 20,000 |
Weighted Average Exercise Price, Outstanding, Begining | $ 6.29 | |
Weighted Average Exercise Price, Granted | 0 | |
Weighted Average Exercise Price, Outstanding, Ending | $ 6.29 | $ 6.29 |
Weighted Average Remaining Contractual Life (in years) | 3 years 10 months 17 days | 4 years 7 months 17 days |
Stockholders' Equity (Details 2) - Warrant [Member] - USD ($) $ / shares in Units, $ in Thousands |
9 Months Ended | |
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Sep. 30, 2018 |
Dec. 31, 2017 |
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Number of Units, Unvested Beginning Balance | 123,413 | |
Warrants, Exercised | (15,500) | |
Number of Units, Unvested Ending Balance | 107,913 | |
Weighted Average Exercise Price, Outstanding | $ 0.0811 | |
Weighted Average Exercise Price, Exercised | 0.0001 | |
Weighted Average Exercise Price, Outstanding | $ 0.0928 | |
Aggregate Intrinsic Value | $ 297 | $ 438 |