AVENUE THERAPEUTICS, INC., 10-Q filed on 11/9/2017
Quarterly Report
Document And Entity Information
9 Months Ended
Sep. 30, 2017
Nov. 2, 2017
Document Information [Line Items]
 
 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
Sep. 30, 2017 
 
Document Fiscal Year Focus
2017 
 
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
 
10,265,174 
CONDENSED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Current Assets:
 
 
Cash and cash equivalents
$ 16,050 
$ 197 
Short-term investments
10,000 
Prepaid expenses
126 
Total Assets
26,176 
197 
Current Liabilities:
 
 
Accounts payable and accrued expenses
1,914 
506 
Accounts payable and accrued expenses - related party
76 
1,348 
Interest payable
57 
Accrued interest - related party
346 
Notes payable - related party
2,848 
NSC notes payable, short-term
1,000 
Derivative warrant liability
314 
Total current liabilities
1,990 
6,419 
Convertible notes payable, at fair value
200 
NSC notes payable, long-term (net of debt discount of $0 and $174, respectively)
1,826 
Total Liabilities
1,990 
8,445 
Commitments and Contingencies
   
   
Stockholders' Equity (Deficit)
 
 
Common Stock ($0.0001 par value), 50,000,000 shares authorized shares; 10,265,174 and 3,257,936 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively
Common stock issuable, 0 and 83,532 shares as of September 30, 2017 and December 31, 2016, respectively
49 
Additional paid-in capital
38,603 
105 
Accumulated deficit
(14,418)
(8,403)
Total Stockholders' Equity (Deficit)
24,186 
(8,248)
Total Liabilities and Stockholders' Equity (Deficit)
26,176 
197 
Series A Preferred Stock [Member]
 
 
Stockholders' Equity (Deficit)
 
 
Preferred Stock ($0.0001 par value), 2,000,000 shares authorized Class A Preferred Stock, 250,000 shares issued and outstanding as of September 30, 2017 and December 31, 2016
$ 0 
$ 0 
CONDENSED BALANCE SHEETS (Parenthetical) (USD $)
Sep. 30, 2017
Dec. 31, 2016
Preferred Stock, Par or Stated Value Per Share
$ 0.0001 
$ 0.0001 
Preferred Stock, Shares Authorized
2,000,000 
2,000,000 
Common Stock, Par or Stated Value Per Share
$ 0.0001 
$ 0.0001 
Common Stock, Shares Authorized
50,000,000 
50,000,000 
Common Stock, Shares, Issued
10,265,174 
3,257,936 
Common Stock, Shares, Outstanding
10,265,174 
3,257,936 
Common Stock Shares issuable
83,532 
Series A Preferred Stock [Member]
 
 
Preferred Stock, Shares Issued
250,000 
250,000 
Preferred Stock, Shares Outstanding
250,000 
250,000 
NSC Notes Memebers [Member]
 
 
Debt Instrument, Unamortized Discount
$ 0 
$ 174 
CONDENSED STATEMENT OF OPERATIONS (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Operating expenses:
 
 
 
 
Research and development
$ 2,000 
$ 183 
$ 2,580 
$ 1,168 
General and administration
848 
200 
2,516 
693 
Loss from operations
(2,848)
(383)
(5,096)
(1,861)
Interest income
(6)
(6)
Interest expense
106 
89 
294 
261 
Interest expense - related party
53 
81 
132 
Change in fair value of convertible notes payable
99 
Change in fair value of warrant liabilities
19 
451 
108 
Net Loss
$ (2,948)
$ (544)
$ (6,015)
$ (2,362)
Net loss per common share outstanding, basic and diluted
$ (0.30)
$ (0.19)
$ (1.09)
$ (0.85)
Weighted average number of common shares outstanding, basic and diluted
9,972,663 
2,848,651 
5,514,988 
2,790,674 
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (USD $)
Total
Common Stock [Member]
Preferred Stock [Member]
Common Stock issuable [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Balance at Dec. 31, 2016
$ (8,248,000)
$ 1,000 
$ 0 
$ 49,000 
$ 105,000 
$ (8,403,000)
Balance (Shares) at Dec. 31, 2016
 
3,257,936 
250,000 
 
 
 
Share based compensation
270,000 
270,000 
Share based compensation (in shares)
 
220,000 
 
 
 
 
Issuance of common shares - Founders Agreement
948,000 
(49,000)
997,000 
Issuance of common shares - Founders Agreement (in shares)
 
245,823 
 
 
 
Issuance of common shares, net of costs
34,235,000 
34,235,000 
Issuance of common shares, net of costs (in shares)
 
6,325,000 
 
 
 
Conversion of MSA fees into common shares
1,000,000 
1,000,000 
Conversion of MSA fees into common shares (in shares)
 
166,666 
 
 
 
Issuance of warrants under the NSC Note
750,000 
750,000 
 
Conversion of notes payable
200,000 
200,000 
Conversion of notes payable (in shares)
 
49,749 
 
 
 
Change in fair value of convertible notes warrants
15,000 
15,000 
Modification to interest on fortress note
300,000 
300,000 
Contribution of capital - extinguishment of Fortress compensation accrual (in Shares)
 
 
 
 
Contribution of capital - extinguishment of Fortress compensation accrual
632,000 
632,000 
Change in fair value of convertible notes payable
99,000 
99,000 
Net loss
(6,015,000)
(6,015,000)
Balance at Sep. 30, 2017
$ 24,186,000 
$ 1,000 
$ 0 
$ 0 
$ 38,603,000 
$ (14,418,000)
Balance (Shares) at Sep. 30, 2017
 
10,265,174 
250,000 
 
 
 
CONDENSED STATEMENT OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Cash flows from operating activities:
 
 
Net loss
$ (6,015)
$ (2,362)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
Share based compensation
270 
23 
Change in fair value of convertible notes payable
99 
Change in fair value of warrant liabilities
451 
108 
Debt discount amortization
174 
92 
Issuance of common shares - Founders Agreement
948 
Changes in operating assets and liabilities:
 
 
Prepaid expenses
(126)
(31)
Accounts payable and accrued expenses
1,408 
(95)
Accrued expenses - related party
360 
585 
Interest payable
(57)
Accrued interest - related party
(46)
121 
Net cash used in operating activities
(2,534)
(1,559)
Cash flows from investing activities:
 
 
Purchase of Short-term investments (certificates of deposits)
(10,000)
Net cash used in investing activities
(10,000)
Cash flows from financing activities:
 
 
Issuance of common shares
37,950 
Offering costs
(3,715)
Repurchase common shares, net of non-cash portion
(8)
Repayment of NSC Note
(3,000)
Proceeds (repayments) from (of) notes payable - related party
(2,848)
1,583 
Net cash provided by financing activities
28,387 
1,575 
Net change in cash
15,853 
16 
Cash and cash equivalents, beginning of period
197 
14 
Cash and cash equivalents, end of period
16,050 
30 
Supplemental disclosure of cash flow information:
 
 
Cash paid for interest
297 
183 
Non-cash financing activities:
 
 
Conversion of MSA fees into common shares
1,000 
Issuance of warrants
750 
Extinguishment of Fortress compensation accrual
632 
Modification to interest on fortress note
300 
Conversion of notes payable
200 
Change in fair value of convertible notes warrants
15 
Issuance of common shares - Founders Agreement
40 
Repurchase common shares
10 
Conversion Class A common shares to Class A preferred shares and common shares
$ 0 
$ 1 
Organization and Description of Business
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]
Note 1 - Organization and Description of Business
 
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 will focus on developing its product candidate, an intravenous (“IV”) formulation of tramadol HCI (“IV Tramadol”), for moderate to moderately severe post-operative pain.
 
On June 26, 2017, the Company completed an initial public offering (“IPO”) of its common stock, which resulted in the issuance of of 6,325,000 shares of its common stock, inclusive of 825,000 shares which were subject to an underwriter over-allotment. The shares were issued at $6.00 per share, resulting in net proceeds of approximately $34.2 million after deducting underwriting discounts, and other offering costs.
Significant Accounting Policies
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 (“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 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 GAAP have been condensed or omitted. These condensed financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.
 
Therefore, these condensed financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 2016, which were included in the Company’s Form 10-12 G/A, as amended, and filed with the U.S. Securities and Exchange Commission (“SEC”) on March 27, 2017. 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 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. All inter-company transactions between Fortress and Avenue are classified as accrued expenses - related party in the financial statements. The Company believes that the assumptions underlying the financial statements are reasonable. The cost allocation methods applied to certain common costs include the following:
 
·
Specific identification.  Where the amounts were specifically identified to Avenue, they were classified accordingly.
 
·
Reasonable allocation.  Where the amounts were not clearly or specifically identified, management determined if a reasonable allocation method could be applied. 
 
Reverse stock split
 
On June 26, 2017, the Company effected a 3.0-to-1.0 reverse stock split of Company's common stock. No fractional shares were issued in connection with the stock split. The par value and other terms of these classes of stock were not affected by the reverse stock split.
 
All share and per share amounts, including stock options, have been retroactively adjusted in these condensed financial statements for all periods presented to reflect the 3.0-to-1.0 reverse stock split. Further, the fair value of stock issuances has been retroactively adjusted in these unaudited condensed financial statements for all periods presented to reflect the 3.0-to-1.0 reverse stock split.
 
Use of Estimates
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period
 
Cash and Cash Equivalents
 
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at September 30, 2017 and at December 31, 2016 consisted of cash, money market funds and certificates of deposit in institutions in the United States. Balances at certain institutions have exceeded Federal Deposit Insurance Corporation (“FDIC”) insured limits and U.S. government agency securities.
 
Short-term Investments – Held to Maturity
 
The company classifies its certificates of deposit as held to maturity in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 320,  Investments – Debt and Equity Securities. The Company considers all short-term investments with an original maturity in excess of three months when purchased to be short-term investments. In July 2017 and in September 2017, the Company purchased $5.0 million of certificates of deposit with an original maturity of six months. At September 30, 2017, the Company had approximately $10.0 million in certificates of deposit. The Company reassesses the appropriateness of the classification of its investments at the end of each reporting period. The Company has determined that its certificates of deposits with an original maturity of six months should be classified as held-to-maturity as of September 30, 2017. There were no investments as of December 31, 2016. This classification was based upon management’s determination that it has the positive intent and ability to hold the securities until their maturity dates, as its investments mature within one year and the underlying cash invested in these securities is not required for current operations.
 
Investments consist of short-term FDIC insured certificates of deposit carried at amortized cost using the effective interest method. The cost of the Company’s certificates of deposit approximated fair value.
 
Research and Development
 
Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is probable. Costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached technological feasibility and has no alternative future use.
 
Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations for preclinical and clinical studies, investigative sites for clinical trials, consultants, the cost of acquiring and manufacturing clinical trial materials, costs associated with regulatory filings and patents, laboratory costs and other supplies.
 
Costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future use. The licenses purchased by the Company require substantial completion of research and development, regulatory and marketing approval efforts in order to reach commercial feasibility and has no alternative future use. Accordingly, the total purchase price for the licenses acquired are reflected as research and development - licenses acquired on the Company’s Condensed Statement of Operations.
 
Annual Stock Dividend
 
In July 2016, in connection with the Amended and Restated Articles of Incorporation, 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.
 
At December 31, 2016, 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, 2017. Because the issuance of shares on February 17, 2017 occurred prior to the issuance of the December 31, 2016 financial statements, the Company recorded approximately $49,000 in research and development - licenses acquired for the year ended December 31, 2016. On March 13, 2017, the Company issued the 87,698 common shares to Fortress and recorded an approximately $49,000 decrease in common shares issuable and a corresponding increase in additional paid in capital to account for the issuance of the PIK dividend.
  
Fair Value Measurement
 
The Company follows accounting guidance on fair value measurements for financial assets and liabilities measured at fair value on a recurring basis. Under the accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
 
The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories:
 
Level 1: Quoted prices in active markets for identical assets or liabilities.
 
Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace.
 
Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.
 
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.
 
Stock-Based Compensation
 
The Company expenses stock-based compensation to employees and board members over the requisite service period based on the estimated grant-date fair value of the awards. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. For stock-based compensation awards to non-employees, the Company measures the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards are recognized as compensation expense in the period of change.
 
The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.
 
Valuation of Warrant Related to NSC Note
 
In accordance with ASC 815 Derivatives and Hedging, the Company classified the fair value of the warrant (“Contingently Issuable Warrants”) that it may be obligated to issue to National Securities, Inc. (“NSC”), in connection with the transfer on October 31, 2015 of $3.0 million of indebtedness to NSC, as a derivative liability as there was a potential that the Company would not have a sufficient number of authorized common shares available to settle this instrument. The Company valued these Contingently Issuable Warrants using a Black-Scholes model and used estimates for an expected dividend yield, a risk-free interest rate, and expected volatility together with management’s estimate of the probability of issuance of the Contingently Issuable Warrants. At each reporting period, as long as the Contingently Issuable Warrants were potentially issuable and there was a potential for an insufficient number of authorized shares available to settle the Contingently Issuable Warrants, the Contingently Issuable Warrants should be revalued and any difference from the previous valuation date would be recognized as a change in fair value in the Company’s statement of operations. On June 26, 2017, the warrants were issued (See Note 6).
 
Income Taxes
 
For purposes of these financial statements, the Company’s income tax expense and deferred tax balances have been recorded as if it filed tax returns on a stand-alone basis separate from Fortress.
 
Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities measured at the enacted tax rates in effect for the year in which these items are expected to reverse. Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized.
 
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, 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. In the calculation of diluted loss per share, since there were no option or warrants as well as the conversion of rights, the diluted loss per share equaled the basic loss per share during the period. Securities that could potentially result in diluted loss per share in the future that were not included in the computation of diluted loss per share at September 30, 2017 consist of 127,488 warrants, 714,999 unvested restricted stock units and awards and 20,000 options. Securities that could potentially result in diluted loss per share in the future that were not included in the computation of diluted loss per share at September 30, 2016 consist of 274,999 unvested restricted stock awards.
 
Recently Adopted Accounting Standards
 
In August 2014, the FASB issued Accounting Standard Update (“ASU”) 2014-15, Presentation of Financial Statements - Going Concern (Topic 915): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 states that in connection with preparing financial statements for each annual and interim reporting period, an entity's management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). ASU 2014-15 will be effective for annual and interim periods beginning on or after December 15, 2016. The Company adopted ASU No. 2014-15 2016, and its adoption did not have a material impact on the Company’s condensed financial statements.
 
In March 2016, the FASB issued ASU No. 2016-09 Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). Under ASU 2016-09, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement and the APIC pools will be eliminated. In addition, ASU 2016-09 eliminates the requirement that excess tax benefits be realized before companies can recognize them. ASU 2016-09 also requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. Furthermore, ASU 2016-09 will increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation. An employer with a statutory income tax withholding obligation will now be allowed to withhold shares with a fair value up to the amount of taxes owed using the maximum statutory tax rate in the employee’s applicable jurisdiction(s). ASU 2016-09 requires a company to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on the statement of cash flows. Under current GAAP, it was not specified how these cash flows should be classified. In addition, companies will now have to elect whether to account for forfeitures on share-based payments by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. The Amendments of this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted but all of the guidance must be adopted in the same period. The Company adopted ASU 2016-09 in the first quarter of 2017, and its adoption did not have a material impact on the Company’s condensed financial statements.
 
Recently Issued Accounting Standards
 
In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, 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 is currently evaluating the impact of adopting this standard on the financial statements and disclosures, but does not expect it to have a significant impact.
 
In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update 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 for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the impact of adopting this standard on the financial statements and disclosures.
Allocation
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
Note 3 - Allocation
 
The expense allocations to Avenue, representing 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. For the three months ended September 30, 2017 and 2016, the allocated expenses related to Lucy Lu were approximately $0 and $70,000, respectively, and were recorded 50% to research and development and 50% to general and administration expenses. For the nine months ended September 30, 2017 and 2016, the allocated expenses related to Lucy Lu were approximately $0.2 million and $0.2 million, respectively, and were recorded 50% to research and development and 50% to general and administration expenses. Upon the IPO, Fortress and Avenue agreed to extinguish the total amount accrued under these expense allocations. Therefore, the Company recorded the $0.6 million related to the allocations of Lucy Lu’s compensation as a contribution of capital on the Company’s unaudited Condensed Balance Sheets as of September 30, 2017.
Related Party Agreements
Related Party Transactions Disclosure [Text Block]
Note 4 - Related Party Agreements
 
Founders Agreement and Management Services Agreement with Fortress
 
Fortress entered into a Founders Agreement with Avenue in February 2015, pursuant to which Fortress assigned to Avenue all of its rights and interest under Fortress’s license agreement with Revogenex for IV Tramadol (the “License Agreement”). As consideration for the Founders Agreement, Avenue assumed $3.0 million in debt that Fortress accumulated to NSC for expenses and costs of forming Avenue and obtaining the IV Tramadol license, of which $3.0 million represents the acquisition of the License Agreement. As additional consideration for the transfer of rights under the Founders Agreement, Avenue shall also: (i) issue annually to Fortress, on the anniversary date of the Founders Agreement, shares of common stock equal to two and one half percent (2.5%) of the fully-diluted outstanding equity of Avenue at the time of issuance; (ii) pay an equity fee in shares of Avenue common stock, payable within five (5) business days of the closing of any equity or debt financing for Avenue or any of its respective subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when Fortress no longer has majority voting control in Avenue’s voting equity, equal to two and one half percent (2.5%) of the gross amount of any such equity or debt financing; and (iii) pay a cash fee equal to four and one half percent (4.5%) of Avenue’s annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a change in control (as it is defined in the Founders Agreement), Fortress will be paid a one-time change in control fee equal to five (5x) times the product of (i) net sales for the twelve (12) months immediately preceding the change in control and (ii) four and one-half percent (4.5%).
 
On September 13, 2016, the Company entered into an Amended and Restated the Founders Agreement (“A&R Founders Agreement”) with Fortress. The A&R Founders Agreement eliminated the Annual Equity Fee in connection with the original agreement and added a term of 15 years, which upon expiration automatically renews for successive one-year periods unless terminated by Fortress or a Change in Control occurs. Concurrently with the A&R Founders Agreement the Company entered into an Exchange Agreement whereby the Company exchanged Fortress’ 2.3 million Class A common shares for approximately 2.5 million common shares and 250,000 Class A Preferred shares (see Note 6).
  
On June 26, 2017, the Company issued 158,125 common shares to Fortress representing 2.5% of common shares issued in connection with the IPO (see Note 6).
 
Effective as of February 17, 2015, Fortress entered into a Management Services Agreement (the “MSA”) with Avenue and each of Avenue’s current directors and officers who are directors or officers of Fortress, excluding services provided by Dr. Lucy Lu, the Company’s current Chief Executive Officer as of June 26, 2017 and the former Chief Financial Officer of Fortress (resigned as of June 26, 2017), to provide services to Avenue pursuant to the terms of the MSA. Pursuant to the terms of the MSA, for a period of five (5) years, Fortress will render advisory and consulting services to Avenue. 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.
 
On May 15, 2017, the Company and Fortress amended the MSA to allow for payment of the Annual Consulting Fee in the Company’s common stock in increment of $0.5 million, prior to the launch of the Company’s IPO (see Note 6). On June 26, 2017, the Company repaid $1.0 million of the outstanding 2015 and 2016 Annual Consulting fees by issuing 166,666 shares of the Company’s common stock at the offering price of $6.00 per share.
 
For the three months ended September 30, 2017 and 2016, the Company had expenses related to the MSA of approximately $0.1 million and $0.1 million, respectively. For the nine months ended September 30, 2017 and 2016, the Company had expenses related to the MSA of approximately $0.4 million and $0.4 million, respectively.
 
Fortress Note
 
Effective March 15, 2015, the Company and Fortress entered into a future advance promissory note (the “Fortress Note”), in which Fortress agreed to provide a working capital line of credit until the Company has a third-party financing. Interest on the Fortress Note is being accrued at 8% per annum and shall be payable to Fortress on the day after the end of each calendar quarter following the first third-party financing. All principal and accrued interest under the Fortress Note is payable on demand following the first third-party financing. This Fortress Note can be pre-paid at any time in cash or through the assumption of Fortress’ indebtedness NSC or other similar indebtedness.
 
In May 2017, in anticipation of the Company’s IPO, the Company and Fortress amended the FBIO Note (the “FBIO Note Amendment”), to reduce interest on the FBIO Note from 8% to 2% from inception, effective the closing date of the Company’s IPO. Accordingly, on June 26, 2017, the interest rate was reduced and resulted in a reduction of interest of approximately $0.3 million ($0.4 million at 8% versus $0.1 million at 2%). In accordance with ASC 470-50, Debt, Modifications and Extinguishments, the Company determined that since the change in interest rate did not materially change the nature of the note, it was accounted for as a modification and recorded as a reduction in interest expense of $0.3 million in additional paid in capital on the unaudited Condensed Balance Sheets.
 
On July 25, 2017, the Company repaid the outstanding principal and interest balance of the Fortress Note of approximately $3.5 million and $0.1 million, respectively. For the three months ended September 30, 2017 and 2016, the Company had interest expense related to the Fortress Note of approximately $0 and $50,000, respectively. For the nine months ended September 30, 2017 and 2016, the Company had interest expense related to the Fortress Note of approximately $74,000 and $122,000, respectively.
 
NSC Note and Financings
 
In September 2016, Fortress acquired through a tender offer 56.6% of National Holdings, Inc. (“National” or “NHLD”). The Company held an approximate $3.0 million NSC Note (“NSC Note”) for which NSC, a subsidiary of National, received a 10% placement fee upon issuance of the Note to Fortress. On June 26, 2017, the Company completed an IPO and NSC acted as co-manager in this offering and earned commissions and fees of approximately $2.3 million. On July 5, 2017, the Company repaid the outstanding NSC Note of approximately $3.0 million and accrued interest of approximately $2,000.
Notes Payable
Debt Disclosure [Text Block]
Note 5 - Notes Payable
 
NSC Note
 
At September 30, 2017, the Company has approximately $0 outstanding, under its NSC Note. The NSC Note had interest at 8.0% per annum payable quarterly during the first twenty-four months (or the first thirty months, if the maturity date is extended) and monthly thereafter until maturity. In January 2017, the Company extended the maturity date of the NSC Note to September 2018. On July 5, 2017, the Company repaid the outstanding NSC Note of approximately $3.0 million and accrued interest of approximately $2,000.
 
The following table summarizes NSC Note activities for the nine months ended September 30, 2017:
 
 
 
Note Payable
 
Discount
 
Note Payable, Net
 
December 31, 2016 balance
 
$
3,000
 
$
(174)
 
$
2,826
 
Repayments
 
 
(3,000)
 
 
-
 
 
(3,000)
 
Amortization of debt discount
 
 
-
 
 
174
 
 
174
 
September 30, 2017 balance
 
 
-
 
 
-
 
 
-
 
Stockholders’ Equity
Stockholders' Equity Note Disclosure [Text Block]
Note 6 - Stockholders’ Equity
 
Class A Preferred Shares
 
Pursuant to the Company’s Second Amended and Restated Certificate of Incorporation, filed September 13, 2016, Class A Common Stock was eliminated and 2,000,000 shares of Preferred Stock were authorized, of which 250,000 have been designated as Class A Preferred Stock and the remainder are undesignated preferred stock. The Class A Preferred Stock, with a par value of $0.0001 per share, is identical to undesignated Common Stock other than as to voting rights, conversion rights, and the PIK Dividend right (as described below). The undesignated Preferred Stock may be issued from time to time in one or more series. The Company’s Board of Directors is authorized to determine or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions, if any), the redemption price or prices, the liquidation preferences and other designations, powers, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock (but not below the number of shares of any such series then outstanding).
 
The holders of the outstanding shares of Class A Preferred Stock shall receive on each February 17 (each a “PIK Dividend Payment Date”) after the original issuance date of the Class A Preferred Stock until the date all outstanding Class A Preferred Stock is converted into Common Stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of Common Stock (such dividend being herein called “PIK Dividends”) such that the aggregate number of shares of Common Stock issued pursuant to such PIK Dividend is equal to two and one-half percent (2.5%) of the Corporation’s fully-diluted outstanding capitalization on the date that is one (1) business day prior to any PIK Dividend Payment Date (“PIK Record Date”). In the event the Class A Preferred Stock converts into Common Stock, the holders shall receive all PIK Dividends accrued through the date of such conversion. No dividend or other distribution shall be paid, or declared and set apart for payment (other than dividends payable solely in capital stock on the capital stock of the Company) on the shares of Common Stock until all PIK Dividends on the Class A Preferred Stock shall have been paid or declared and set apart for payment. All dividends are non-cumulative.
 
On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Class A Preferred Stock shall be entitled to cast for each share of Class A Preferred Stock held by such holder as of the record date for determining stockholders entitled to vote on such matter, the number of votes that is equal to one and one-tenth (1.1) times a fraction, the numerator of which is the sum of (A) the number of shares of outstanding Common Stock and (B) the whole shares of Common Stock in to which the shares of outstanding Class A Common Stock and the Class A Preferred Stock are convertible, and the denominator of which is number of shares of outstanding Class A Preferred Stock (the “Class A Preferred Stock Ratio”). Thus, the Class A Preferred Stock will at all times constitute a voting majority.
 
Each share of Class A Preferred Stock is convertible, at the option of the holder, into one fully paid and nonassessable share of Common Stock (the “Conversion Ratio”), subject to certain adjustments. If the Company, at any time effects a subdivision or combination of the outstanding Common Stock (by any stock split, stock dividend, recapitalization, reverse stock split or otherwise), the applicable Conversion Ratio in effect immediately before that subdivision is proportionately decreased or increased, as applicable, so that the number of shares of Common Stock issuable on conversion of each share of Class A Preferred Stock shall be increased or decreased, a applicable, in proportion to such increase or decrease in the aggregate number of shares of Common Stock outstanding. Additionally, if any reorganization, recapitalization, reclassification, consolidation or merger involving the Company occurs in which the Common Stock (but not the Class A Preferred Stock) is converted into or exchanged for securities, cash or other property, then each share of Class A Preferred Stock becomes convertible into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Company issuable upon conversion of one share of the Class A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction.
 
Common Stock
 
The Company’s authorized capital stock consists of 50,000,000 shares of common stock, with $0.0001 par value, and 2,000,000 shares of Preferred Stock, with $0.0001 par value, of which 250,000 have been designated as Class A Preferred Stock and the remainder are undesignated Preferred Stock.
 
Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our Board of Directors, subject to any preferential dividend rights of outstanding preferred stock.
 
In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately all assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.
 
Initial Public Offering
 
On June 26, 2017, the Company completed an IPO of its common stock, which resulted in the issuance of 6,325,000 shares of its common stock, inclusive of 825,000 shares which were subject to an underwriter over-allotment. The shares were issued at $6.00 per share, resulting in net proceeds of approximately $34.2 million after deducting underwriting discounts, and other offering costs.
 
In conjunction with the closing of the IPO, the Company issued warrants in connection with its NSC Debt and its Convertible Notes.
 
Awards to Fortress
 
On June 26, 2017, pursuant to the terms of the Founders Agreement with Fortress, the Company issued to Fortress 158,125 shares of common stock at $6.00 per share, representing the 2.5% financing fee Fortress receives on third-party financings. The Company recorded expense of approximately $0 and $948,000 related to the financing fee in general and administrative expense in the unaudited Condensed Statement of Operations for the three and nine months ended September 30, 2017.
 
On June 26, 2017, the Company repaid $1.0 million of the outstanding 2015 and 2016 Annual Consulting fees by issuing 166,666 shares of the Company’s common stock at the offering price of $6.00 per share.
 
Restricted Stock Units and Restricted Stock Awards
 
The following table summarizes unvested restricted stock unit and restricted stock award activity for the nine months ended September 30, 2017:
 
 
 
 
 
Weighted
 
 
 
Number of Units
 
Average Grant
 
 
 
and Awards
 
Date Fair Value
 
Unvested balance at December 31, 2016
 
 
274,999
 
$
0.44
 
Granted
 
 
515,000
 
$
6.77
 
Vested
 
 
(75,000)
 
$
0.44
 
Unvested balance at September 30, 2017
 
 
714,999
 
$
5.00
 
 
For the three months ended September 30, 2017 and 2016, stock-based compensation expenses associated with the amortization of restricted stock units and restricted stock awards for employees and non-employees were approximately $209,000 and $5,000, respectively. For the nine months ended September 30, 2017 and 2016, stock-based compensation expenses associated with the amortization of restricted stock units and restricted stock awards for employees and non-employees were approximately $232,000 and $23,000, respectively.
 
At September 30, 2017, the Company had unrecognized stock-based compensation expense related to restricted stock units and restricted stock awards of approximately $3.0 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.75 years.
 
Stock Options
 
During the nine months ended September 30, 2017, 20,000 stock options were granted to a consultant under the 2015 Incentive Plan with a $6.29 exercise price and a five-year life. The stock options were valued using a Black-Scholes model with the following assumptions; volatility of 80%, risk free rate of 1.83% and effective life of 5 years.
 
The following table summarizes stock option award activity for the nine months ended September 30, 2017:
 
 
 
 
 
 
 
Weighted
 
 
 
 
 
 
 
Average
 
 
 
 
 
Weighted
 
Remaining
 
 
 
 
 
Average Exercise
 
Contractual Life
 
 
 
Stock Options
 
Price
 
(in years)
 
Outstanding, December 31, 2016
 
 
-
 
$
-
 
 
-
 
Granted
 
 
20,000
 
 
6.29
 
 
-
 
Outstanding, September 30, 2017
 
 
20,000
 
$
6.29
 
 
4.88
 
 
Common Stock Warrants
 
On June 26, 2017, sufficient equity capital was raised so that the Company had cash equal to five times the amount of the portion of the proceeds of the NSC Note transferred to it. As a result, the Company issued 125,000 warrants with an exercise price of par value and a ten-year term. As a result of this transaction, the Company recorded the fair value of these warrants of approximately $750,000 (see Note 7) as an increase to additional paid in capital on the unaudited Condensed Balance Sheets.
 
On June 26, 2017, in connection with the automatic conversion of the WestPark Convertible Notes, which automatically converted upon the closing of the IPO, the Company issued 2,488 warrants at an exercise price of $4.02 and a ten-year term. Pursuant to the terms of the note agreement, the exercise price represents the price at which the notes converted, which is equal to a 33% discount to the IPO price of $6.00 per share.
Fair Value Measurement
Fair Value Disclosures [Text Block]
Note 7 - Fair Value Measurement
 
Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. At September 30, 2017 and December 31, 2016, the warrant balance of approximately $0 and $314,000, respectively, was classified as Level 3 instruments.
 
The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative contingently issuable warrant liability:
 
 
 
NSC
 
Westpark
 
 
 
 
 
Contingently
 
Contingently
 
 
 
 
 
Issuable
 
Issuable
 
 
 
 
 
Warrants
 
Warrants
 
Total
 
Fair value, December 31, 2016
 
$
302
 
$
12
 
$
314
 
Change in fair value
 
 
448
 
 
3
 
 
451
 
Conversion into common shares
 
 
(750)
 
 
-
 
 
(750)
 
Change in fair value of convertible notes warrants
 
 
-
 
 
(15)
 
 
(15)
 
Fair value, September 30, 2017
 
$
-
 
$
-
 
$
-
 
 
On June 26, 2017, pursuant to the terms of the Company’s $3.0 million NSC Note, upon the closing of the Company’s IPO, the Company issued to National warrants for 125,000 at par, relating to its aggregate gross proceeds from its third-party offerings exceeding five times the value of the debt. Upon the issuance of the warrant, Fortress was removed as the guarantor on the note (see Note 6).
 
Additionally, on June 26, 2017, the Company issued 2,488 warrants to purchase common shares of the Company at $4.02, to Westpark, in connection with their role as placement agent (see Note 6).
Significant Accounting Policies (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 (“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 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 GAAP have been condensed or omitted. These condensed financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.
 
Therefore, these condensed financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 2016, which were included in the Company’s Form 10-12 G/A, as amended, and filed with the U.S. Securities and Exchange Commission (“SEC”) on March 27, 2017. 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 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. All inter-company transactions between Fortress and Avenue are classified as accrued expenses - related party in the financial statements. The Company believes that the assumptions underlying the financial statements are reasonable. The cost allocation methods applied to certain common costs include the following:
 
·
Specific identification.  Where the amounts were specifically identified to Avenue, they were classified accordingly.
 
·
Reasonable allocation.  Where the amounts were not clearly or specifically identified, management determined if a reasonable allocation method could be applied. 
 
Reverse stock split
 
On June 26, 2017, the Company effected a 3.0-to-1.0 reverse stock split of Company's common stock. No fractional shares were issued in connection with the stock split. The par value and other terms of these classes of stock were not affected by the reverse stock split.
 
All share and per share amounts, including stock options, have been retroactively adjusted in these condensed financial statements for all periods presented to reflect the 3.0-to-1.0 reverse stock split. Further, the fair value of stock issuances has been retroactively adjusted in these unaudited condensed financial statements for all periods presented to reflect the 3.0-to-1.0 reverse stock split.
Use of Estimates
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period
Cash and Cash Equivalents
 
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at September 30, 2017 and at December 31, 2016 consisted of cash, money market funds and certificates of deposit in institutions in the United States. Balances at certain institutions have exceeded Federal Deposit Insurance Corporation (“FDIC”) insured limits and U.S. government agency securities.
Short-term Investments – Held to Maturity
 
The company classifies its certificates of deposit as held to maturity in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 320,  Investments – Debt and Equity Securities. The Company considers all short-term investments with an original maturity in excess of three months when purchased to be short-term investments. In July 2017 and in September 2017, the Company purchased $5.0 million of certificates of deposit with an original maturity of six months. At September 30, 2017, the Company had approximately $10.0 million in certificates of deposit. The Company reassesses the appropriateness of the classification of its investments at the end of each reporting period. The Company has determined that its certificates of deposits with an original maturity of six months should be classified as held-to-maturity as of September 30, 2017. There were no investments as of December 31, 2016. This classification was based upon management’s determination that it has the positive intent and ability to hold the securities until their maturity dates, as its investments mature within one year and the underlying cash invested in these securities is not required for current operations.
 
Investments consist of short-term FDIC insured certificates of deposit carried at amortized cost using the effective interest method. The cost of the Company’s certificates of deposit approximated fair value.
Research and Development
 
Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is probable. Costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached technological feasibility and has no alternative future use.
 
Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations for preclinical and clinical studies, investigative sites for clinical trials, consultants, the cost of acquiring and manufacturing clinical trial materials, costs associated with regulatory filings and patents, laboratory costs and other supplies.
 
Costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future use. The licenses purchased by the Company require substantial completion of research and development, regulatory and marketing approval efforts in order to reach commercial feasibility and has no alternative future use. Accordingly, the total purchase price for the licenses acquired are reflected as research and development - licenses acquired on the Company’s Condensed Statement of Operations.
Annual Stock Dividend
 
In July 2016, in connection with the Amended and Restated Articles of Incorporation, 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.
 
At December 31, 2016, 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, 2017. Because the issuance of shares on February 17, 2017 occurred prior to the issuance of the December 31, 2016 financial statements, the Company recorded approximately $49,000 in research and development - licenses acquired for the year ended December 31, 2016. On March 13, 2017, the Company issued the 87,698 common shares to Fortress and recorded an approximately $49,000 decrease in common shares issuable and a corresponding increase in additional paid in capital to account for the issuance of the PIK dividend.
Fair Value Measurement
 
The Company follows accounting guidance on fair value measurements for financial assets and liabilities measured at fair value on a recurring basis. Under the accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
 
The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories:
 
Level 1: Quoted prices in active markets for identical assets or liabilities.
 
Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace.
 
Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.
 
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.
Stock-Based Compensation
 
The Company expenses stock-based compensation to employees and board members over the requisite service period based on the estimated grant-date fair value of the awards. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. For stock-based compensation awards to non-employees, the Company measures the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards are recognized as compensation expense in the period of change.
 
The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.
Valuation of Warrant Related to NSC Note
 
In accordance with ASC 815 Derivatives and Hedging, the Company classified the fair value of the warrant (“Contingently Issuable Warrants”) that it may be obligated to issue to National Securities, Inc. (“NSC”), in connection with the transfer on October 31, 2015 of $3.0 million of indebtedness to NSC, as a derivative liability as there was a potential that the Company would not have a sufficient number of authorized common shares available to settle this instrument. The Company valued these Contingently Issuable Warrants using a Black-Scholes model and used estimates for an expected dividend yield, a risk-free interest rate, and expected volatility together with management’s estimate of the probability of issuance of the Contingently Issuable Warrants. At each reporting period, as long as the Contingently Issuable Warrants were potentially issuable and there was a potential for an insufficient number of authorized shares available to settle the Contingently Issuable Warrants, the Contingently Issuable Warrants should be revalued and any difference from the previous valuation date would be recognized as a change in fair value in the Company’s statement of operations. On June 26, 2017, the warrants were issued (See Note 6).
Income Taxes
 
For purposes of these financial statements, the Company’s income tax expense and deferred tax balances have been recorded as if it filed tax returns on a stand-alone basis separate from Fortress.
 
Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities measured at the enacted tax rates in effect for the year in which these items are expected to reverse. Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized.
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, 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. In the calculation of diluted loss per share, since there were no option or warrants as well as the conversion of rights, the diluted loss per share equaled the basic loss per share during the period. Securities that could potentially result in diluted loss per share in the future that were not included in the computation of diluted loss per share at September 30, 2017 consist of 127,488 warrants, 714,999 unvested restricted stock units and awards and 20,000 options. Securities that could potentially result in diluted loss per share in the future that were not included in the computation of diluted loss per share at September 30, 2016 consist of 274,999 unvested restricted stock awards.
Recently Adopted Accounting Standards
 
In August 2014, the FASB issued Accounting Standard Update (“ASU”) 2014-15, Presentation of Financial Statements - Going Concern (Topic 915): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 states that in connection with preparing financial statements for each annual and interim reporting period, an entity's management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). ASU 2014-15 will be effective for annual and interim periods beginning on or after December 15, 2016. The Company adopted ASU No. 2014-15 2016, and its adoption did not have a material impact on the Company’s condensed financial statements.
 
In March 2016, the FASB issued ASU No. 2016-09 Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). Under ASU 2016-09, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement and the APIC pools will be eliminated. In addition, ASU 2016-09 eliminates the requirement that excess tax benefits be realized before companies can recognize them. ASU 2016-09 also requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. Furthermore, ASU 2016-09 will increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation. An employer with a statutory income tax withholding obligation will now be allowed to withhold shares with a fair value up to the amount of taxes owed using the maximum statutory tax rate in the employee’s applicable jurisdiction(s). ASU 2016-09 requires a company to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on the statement of cash flows. Under current GAAP, it was not specified how these cash flows should be classified. In addition, companies will now have to elect whether to account for forfeitures on share-based payments by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. The Amendments of this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted but all of the guidance must be adopted in the same period. The Company adopted ASU 2016-09 in the first quarter of 2017, and its adoption did not have a material impact on the Company’s condensed financial statements.
 
Recently Issued Accounting Standards
 
In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, 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 is currently evaluating the impact of adopting this standard on the financial statements and disclosures, but does not expect it to have a significant impact.
 
In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update 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 for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the impact of adopting this standard on the financial statements and disclosures.
Notes Payable (Tables)
Schedule of Long-term Debt Instruments [Table Text Block]
The following table summarizes NSC Note activities for the nine months ended September 30, 2017:
 
 
 
Note Payable
 
Discount
 
Note Payable, Net
 
December 31, 2016 balance
 
$
3,000
 
$
(174)
 
$
2,826
 
Repayments
 
 
(3,000)
 
 
-
 
 
(3,000)
 
Amortization of debt discount
 
 
-
 
 
174
 
 
174
 
September 30, 2017 balance
 
 
-
 
 
-
 
 
-
 
Stockholders’ Equity (Tables)
The following table summarizes unvested restricted stock unit and restricted stock award activity for the nine months ended September 30, 2017:
 
 
 
 
 
Weighted
 
 
 
Number of Units
 
Average Grant
 
 
 
and Awards
 
Date Fair Value
 
Unvested balance at December 31, 2016
 
 
274,999
 
$
0.44
 
Granted
 
 
515,000
 
$
6.77
 
Vested
 
 
(75,000)
 
$
0.44
 
Unvested balance at September 30, 2017
 
 
714,999
 
$
5.00
 
The following table summarizes stock option award activity for the nine months ended September 30, 2017:
 
 
 
 
 
 
 
Weighted
 
 
 
 
 
 
 
Average
 
 
 
 
 
Weighted
 
Remaining
 
 
 
 
 
Average Exercise
 
Contractual Life
 
 
 
Stock Options
 
Price
 
(in years)
 
Outstanding, December 31, 2016
 
 
-
 
$
-
 
 
-
 
Granted
 
 
20,000
 
 
6.29
 
 
-
 
Outstanding, September 30, 2017
 
 
20,000
 
$
6.29
 
 
4.88
 
Fair Value Measurement (Tables)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]
The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative contingently issuable warrant liability:
 
 
 
NSC
 
Westpark
 
 
 
 
 
Contingently
 
Contingently
 
 
 
 
 
Issuable
 
Issuable
 
 
 
 
 
Warrants
 
Warrants
 
Total
 
Fair value, December 31, 2016
 
$
302
 
$
12
 
$
314
 
Change in fair value
 
 
448
 
 
3
 
 
451
 
Conversion into common shares
 
 
(750)
 
 
-
 
 
(750)
 
Change in fair value of convertible notes warrants
 
 
-
 
 
(15)
 
 
(15)
 
Fair value, September 30, 2017
 
$
-
 
$
-
 
$
-
 
Organization and Description of Business (Details Textual) (USD $)
3 Months Ended 9 Months Ended 1 Months Ended
Sep. 30, 2017
Sep. 30, 2017
Jun. 26, 2017
IPO [Member]
Jun. 26, 2017
Over-Allotment Option [Member]
Stock Issued During Period, Value, New Issues
$ 0 
$ 948,000 
$ 6,325,000 
$ 825,000 
Shares Issued, Price Per Share
 
 
$ 6.00 
 
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest
 
 
$ 34,200,000 
 
Significant Accounting Policies (Details Textual) (USD $)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2017
Jul. 31, 2017
Jul. 31, 2016
Oct. 31, 2015
Sep. 30, 2017
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Sep. 30, 2017
Warrant [Member]
Sep. 30, 2017
Restricted Stock [Member]
Sep. 30, 2016
Restricted Stock [Member]
Sep. 30, 2017
Employee Stock Option [Member]
Mar. 13, 2017
Convertible Common Stock [Member]
Mar. 13, 2017
Common Stock issuable [Member]
Stock Issued During Period, Shares, New Issues
 
 
250,000 
 
 
 
 
 
 
 
 
 
87,698 
 
Preferred Stock, Dividend Rate, Percentage
 
 
2.50% 
 
 
 
 
 
 
 
 
 
 
 
Research and Development in Process
 
 
 
 
 
 
 
$ 49,000 
 
 
 
 
 
 
Stock Issued During Period, Value, New Issues
 
 
 
 
948,000 
 
 
 
 
 
 
 
49,000 
Debt Instrument, Decrease, Forgiveness
 
 
 
3,000,000 
 
 
 
 
 
 
 
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount
 
 
 
 
 
 
 
 
127,488 
714,999 
274,999 
20,000 
 
 
Payments to Acquire Investments
5,000,000 
5,000,000 
 
 
 
10,000,000 
 
 
 
 
 
 
 
Short-term Investments
$ 10,000,000 
 
 
 
$ 10,000,000 
$ 10,000,000 
 
$ 0 
 
 
 
 
 
 
Allocation (Details Textual) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Allocated Share-based Compensation Expense
$ 0 
$ 70,000 
$ 200,000 
$ 200,000 
IPO [Member]
 
 
 
 
Allocated Share-based Compensation Expense
 
 
$ 600,000 
 
Research and Development Expense [Member]
 
 
 
 
Share Based Compensation Allocation Percentage
 
 
50.00% 
 
General and Administrative Expense [Member]
 
 
 
 
Share Based Compensation Allocation Percentage
 
 
50.00% 
 
Related Party Agreements (Details Textual) (USD $)
1 Months Ended 3 Months Ended 9 Months Ended 1 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended 9 Months Ended 1 Months Ended 0 Months Ended 9 Months Ended 1 Months Ended 3 Months Ended 9 Months Ended 1 Months Ended 0 Months Ended 0 Months Ended
Jul. 25, 2017
Sep. 30, 2017
Sep. 30, 2017
Sep. 30, 2016
Jun. 26, 2017
IPO [Member]
Sep. 30, 2017
Common Stock [Member]
Sep. 30, 2017
Fortress Note [Member]
Sep. 30, 2016
Fortress Note [Member]
Sep. 30, 2017
Fortress Note [Member]
Sep. 30, 2016
Fortress Note [Member]
Mar. 15, 2015
Fortress Note [Member]
Sep. 30, 2017
Fortress Note [Member]
Maximum [Member]
May 17, 2017
Fortress Note [Member]
Maximum [Member]
Sep. 30, 2017
Fortress Note [Member]
Minimum [Member]
May 17, 2017
Fortress Note [Member]
Minimum [Member]
Jun. 26, 2017
Fortress Note [Member]
IPO [Member]
May 15, 2017
Fortress Note [Member]
IPO [Member]
Jul. 5, 2017
NSC Notes Memebers [Member]
Sep. 30, 2017
NSC Notes Memebers [Member]
Dec. 31, 2016
NSC Notes Memebers [Member]
Sep. 30, 2016
National Holdings, Inc. [Member]
Feb. 17, 2015
Asset Management Income [Member]
Sep. 30, 2017
Asset Management Income [Member]
Sep. 30, 2016
Asset Management Income [Member]
Sep. 30, 2017
Asset Management Income [Member]
Sep. 30, 2016
Asset Management Income [Member]
Jun. 26, 2017
Asset Management Income [Member]
IPO [Member]
Sep. 13, 2016
AR Founders Agreement [Member]
Sep. 13, 2016
AR Founders Agreement [Member]
Common Stock [Member]
Feb. 17, 2015
Fortress Biotech, Inc [Member]
Sep. 13, 2016
Preferred Class A [Member]
AR Founders Agreement [Member]
Sep. 13, 2016
Common Class A [Member]
AR Founders Agreement [Member]
Long-term Debt, Gross
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0 
$ 3,000,000 
 
 
 
 
 
 
 
 
 
$ 3,000,000 
 
 
Agreement Description Terms
 
 
(i) issue annually to Fortress, on the anniversary date of the Founders Agreement, shares of common stock equal to two and one half percent (2.5%) of the fully-diluted outstanding equity of Avenue at the time of issuance; (ii) pay an equity fee in shares of Avenue common stock, payable within five (5) business days of the closing of any equity or debt financing for Avenue or any of its respective subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when Fortress no longer has majority voting control in Avenues voting equity, equal to two and one half percent (2.5%) of the gross amount of any such equity or debt financing; and (iii) pay a cash fee equal to four and one half percent (4.5%) of Avenues annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a change in control (as it is defined in the Founders Agreement), Fortress will be paid a one-time change in control fee equal to five (5x) times the product of (i) net sales for the twelve (12) months immediately preceding the change in control and (ii) four and one-half percent (4.5%).  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of shares Exchanged
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,500,000 
 
250,000 
2,300,000 
Annual Consulting Fee
 
 
 
 
 
 
 
 
300,000 
 
 
400,000 
 
100,000 
 
 
 
 
 
 
 
500,000 
100,000 
100,000 
400,000 
400,000 
 
 
 
 
 
 
Increase In Annual Consulting Fee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000,000 
 
 
 
 
 
 
 
 
 
 
Excess In Net Assets Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100,000,000 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
 
 
 
 
 
 
 
 
 
 
8.00% 
8.00% 
8.00% 
2.00% 
2.00% 
 
 
 
8.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,000,000 
 
 
 
 
 
 
 
 
 
 
 
Interest Expense, Debt
 
 
300,000 
 
 
 
50,000 
74,000 
122,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition, Percentage of Voting Interests Acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
56.60% 
 
 
 
 
 
 
 
 
 
 
 
Placement Fee, Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10.00% 
 
 
 
 
 
 
 
 
 
 
 
Amended Founders Agreements Terms
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15 years 
 
 
 
 
Stock Issued During Period, Value, New Issues
 
948,000 
 
6,325,000 
 
 
 
 
 
 
 
 
 
158,125 
 
 
 
 
 
 
 
 
 
 
166,666 
 
 
 
 
 
Stockholders' Equity, Period Increase (Decrease)
 
 
632,000 
 
 
 
 
 
 
 
 
 
 
 
 
500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Due to Related Parties, Current
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000,000 
 
 
 
 
 
Shares Issued, Price Per Share
 
 
 
 
$ 6.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 6.00 
 
 
 
 
 
Deferred Offering Costs
 
 
 
 
2,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage Of Conversion Shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Periodic Payment, Principal
3,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Periodic Payment, Interest
100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Repayments of Notes Payable
 
 
$ 3,000,000 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 3,000,000 
$ 3,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes Payable (Details) (USD $)
9 Months Ended 0 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Jul. 5, 2017
NSC Notes Memebers [Member]
Sep. 30, 2017
NSC Notes Memebers [Member]
Dec. 31, 2016
NSC Notes Memebers [Member]
Note Payable balance
 
 
 
$ 0 
$ 3,000,000 
Discount Beginning
 
 
 
(174,000)
 
Discount Amortization Of debt discount
 
 
 
174,000 
 
Discount Ending
 
 
 
 
Notes Payable, Net Beginning
 
 
 
2,826,000 
 
Note Payable, Net Repayments
(3,000,000)
(3,000,000)
(3,000,000)
 
Note Payable, Net Amortization of debt discount
174,000 
92,000 
 
174,000 
 
Notes Payable, Net Ending
 
 
 
$ 0 
 
Notes Payable (Details Textual) (USD $)
1 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended
Jul. 25, 2017
Sep. 30, 2017
Sep. 30, 2016
Jul. 5, 2017
NSC Notes Memebers [Member]
Sep. 30, 2017
NSC Notes Memebers [Member]
Debt Instrument, Face Amount
 
 
 
 
$ 0 
Debt Instrument, Interest Rate, Stated Percentage
 
 
 
 
8.00% 
Repayments of Notes Payable
 
3,000,000 
3,000,000 
3,000,000 
Debt Instrument, Periodic Payment, Interest
$ 100,000 
 
 
$ 2,000 
 
Stockholders’ Equity (Details) (Restricted Stock [Member], USD $)
9 Months Ended
Sep. 30, 2017
Restricted Stock [Member]
 
Number of Units, Unvested Beginning Balance
274,999 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period
515,000 
Number of Units, Vested
(75,000)
Number of Units, Unvested Ending Balance
714,999 
Weighted Average Grant Date Fair Value, Unvested Beginning Balance
$ 0.44 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value
$ 6.77 
Weighted Average Grant Date Fair Value, Vested
$ 0.44 
Weighted Average Grant Date Fair Value, Unvested Ending Balance
$ 5 
Stockholders’ Equity (Details1) (USD $)
9 Months Ended
Sep. 30, 2017
Equity [Abstract]
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Begining Number
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross
20,000 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Ending Number
20,000 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price
$ 0 
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price
$ 6.29 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price
$ 6.29 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term
4 years 10 months 17 days 
Stockholders’ Equity (Details Textual) (USD $)
1 Months Ended 3 Months Ended 9 Months Ended 1 Months Ended 3 Months Ended 9 Months Ended
Jun. 26, 2017
Sep. 30, 2017
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Jun. 26, 2017
Fortress Notes [Member]
Jun. 26, 2017
IPO [Member]
Jun. 26, 2017
Over-Allotment Option [Member]
Jun. 26, 2017
NSC Note [Member]
Jun. 26, 2017
West Park [Member]
Jun. 26, 2017
West Park [Member]
IPO [Member]
Sep. 30, 2017
Restricted Stock [Member]
Sep. 30, 2016
Restricted Stock [Member]
Sep. 30, 2017
Restricted Stock [Member]
Sep. 30, 2016
Restricted Stock [Member]
Sep. 30, 2017
Preferred Class A [Member]
Dec. 31, 2016
Preferred Class A [Member]
Preferred Stock, Shares Authorized
 
2,000,000 
2,000,000 
 
2,000,000 
 
 
 
 
 
 
 
 
 
 
250,000 
 
Common Stock, Shares Authorized
 
50,000,000 
50,000,000 
 
50,000,000 
 
 
 
 
 
 
 
 
 
 
 
250,000 
Common Stock, Par or Stated Value Per Share
 
$ 0.0001 
$ 0.0001 
 
$ 0.0001 
 
 
 
 
$ 4.02 
$ 4.02 
 
 
 
 
 
 
Share-based Compensation
 
 
$ 270,000 
$ 23,000 
 
 
 
 
 
 
 
$ 209,000 
$ 5,000 
$ 232,000 
$ 23,000 
 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options
 
 
 
 
 
 
 
 
 
 
 
3.0 
 
3.0 
 
 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
 
 
 
 
 
 
 
 
 
 
 
 
 
2 years 9 months 
 
 
 
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants
 
 
 
 
 
 
 
 
 
2,488 
2,488 
 
 
 
 
 
 
Share Price
$ 6.00 
 
 
 
 
$ 6.00 
$ 6.00 
 
 
 
$ 6.00 
 
 
 
 
 
 
Conversion of Stock, Description
 
 
 
 
 
 
 
 
As a result, the Company issued 125,000 warrants with an exercise price of par value and a ten-year term. As a result of this transaction, the Company recorded the fair value of these warrants of approximately $750,000 (see Note 7) as an increase to additional paid in capital on the unaudited Condensed Balance Sheets 
 
 
 
 
 
 
 
 
Stock Issued During Period, Value, New Issues
 
948,000 
 
 
158,125 
6,325,000 
825,000 
 
 
 
 
 
 
 
 
 
Proceeds from Issuance Initial Public Offering
 
 
 
 
 
 
34,200,000 
 
 
 
 
 
 
 
 
 
 
Stock Issued During Period, Shares, Issued for Services
166,666 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock Issued During Period, Value, Issued for Services
$ 1.0 
 
$ 34,235,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Fees and Commissions, Percentage
 
 
 
 
 
2.50% 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross
 
 
20,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price
 
 
$ 6.29 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate
 
 
80.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate
 
 
1.83% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term
 
 
5 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value Measurement (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Conversion into common shares
$ (1,000)
$ 0 
Change in fair value of convertible notes warrants
(15)
NSC Contingently Issuable Warrants [Member]
 
 
Fair value, Beginning Balance
302 
 
Change in fair value
448 
 
Conversion into common shares
(750)
 
Change in fair value of convertible notes warrants
 
Fair value, Ending Balance
 
Westpark Contingently Issuable Warrants [Member]
 
 
Fair value, Beginning Balance
12 
 
Change in fair value
 
Conversion into common shares
 
Change in fair value of convertible notes warrants
(15)
 
Fair value, Ending Balance
 
Warrant [Member]
 
 
Fair value, Beginning Balance
314 
 
Change in fair value
451 
 
Conversion into common shares
(750)
 
Change in fair value of convertible notes warrants
(15)
 
Fair value, Ending Balance
$ 0 
 
Fair Value Measurement (Details Textual) (USD $)
1 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Jun. 26, 2017
NSC Notes [Member]
Jun. 26, 2017
West Park [Member]
Warrants Not Settleable in Cash, Fair Value Disclosure
$ 0 
$ 314,000 
 
 
Debt Instrument, Face Amount
 
 
$ 3,000,000 
 
Debt Conversion, Converted Instrument, Warrants or Options Issued
 
 
125,000 
 
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants
 
 
 
2,488 
Common Stock, Par or Stated Value Per Share
$ 0.0001 
$ 0.0001 
 
$ 4.02