Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 17, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ENZON PHARMACEUTICALS, INC. | |
Entity Central Index Key | 0000727510 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | ENZN | |
Entity Common Stock, Shares Outstanding | 44,214,603 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 5,909 | $ 5,446 |
Refundable tax credits receivable, current portion | 0 | 485 |
Other current assets | 95 | 62 |
Total current assets | 6,004 | 5,993 |
Refundable tax credits receivable, net of current portion | 0 | 485 |
Total assets | 6,004 | 6,478 |
Current liabilities: | ||
Accounts payable | 314 | 324 |
Accrued expenses and other current liabilities | 113 | 99 |
Total current liabilities | 427 | 423 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity: | ||
Preferred stock - $0.01 par value, authorized 3,000,000 shares; no shares issued and outstanding at June 30, 2020 and December 31, 2019 | 0 | 0 |
Common stock - $0.01 par value, authorized 170,000,000 shares; issued and outstanding 44,214,603 shares at June 30, 2020 and December 31, 2019 | 442 | 442 |
Additional paid-in capital | 75,690 | 75,690 |
Accumulated deficit | (70,555) | (70,077) |
Total stockholders' equity | 5,577 | 6,055 |
Total liabilities and stockholders' equity | $ 6,004 | $ 6,478 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 170,000,000 | 170,000,000 |
Common stock, shares issued | 44,214,603 | 44,214,603 |
Common stock, shares outstanding | 44,214,603 | 44,214,603 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues: | ||||
Royalties, net | $ 8 | $ 207 | $ 10 | $ 156 |
Total revenues | 8 | 207 | 10 | 156 |
Operating expenses: | ||||
General and administrative | 244 | 228 | 486 | 546 |
Total operating expenses | 244 | 228 | 486 | 546 |
Operating loss and loss before income tax expense | (236) | (21) | (476) | (390) |
Income tax expense | 0 | 0 | 2 | 2 |
Net loss | $ (236) | $ (21) | $ (478) | $ (392) |
Loss per common share | ||||
Basic | $ (0.01) | $ 0 | $ (0.01) | $ (0.01) |
Diluted | $ (0.01) | $ 0 | $ (0.01) | $ (0.01) |
Weighted-average number of shares - basic | 44,215 | 44,215 | 44,215 | 44,215 |
Weighted-average number of shares - diluted | 44,215 | 44,215 | 44,215 | 44,215 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 442,000 | $ 83,649,000 | $ (69,098,000) | $ 14,993,000 |
Balance (in shares) at Dec. 31, 2018 | 44,215 | |||
Net loss | $ 0 | 0 | (371,000) | (371,000) |
Common stock dividend | 0 | (2,653,000) | (2,653,000) | |
Balance at Mar. 31, 2019 | $ 442,000 | 80,996,000 | (69,469,000) | 11,969,000 |
Balance (in shares) at Mar. 31, 2019 | 44,215 | |||
Balance at Dec. 31, 2018 | $ 442,000 | 83,649,000 | (69,098,000) | 14,993,000 |
Balance (in shares) at Dec. 31, 2018 | 44,215 | |||
Net loss | (392,000) | |||
Balance at Jun. 30, 2019 | $ 442,000 | 80,996,000 | (69,490,000) | 11,948,000 |
Balance (in shares) at Jun. 30, 2019 | 44,215 | |||
Balance at Mar. 31, 2019 | $ 442,000 | 80,996,000 | (69,469,000) | 11,969,000 |
Balance (in shares) at Mar. 31, 2019 | 44,215 | |||
Net loss | $ 0 | 0 | (21,000) | (21,000) |
Balance at Jun. 30, 2019 | $ 442,000 | 80,996,000 | (69,490,000) | 11,948,000 |
Balance (in shares) at Jun. 30, 2019 | 44,215 | |||
Balance at Dec. 31, 2019 | $ 442,000 | 75,690,000 | (70,077,000) | 6,055,000 |
Balance (in shares) at Dec. 31, 2019 | 44,215 | |||
Net loss | $ 0 | 0 | (242,000) | (242,000) |
Balance at Mar. 31, 2020 | $ 442,000 | 75,690,000 | (70,319,000) | 5,813,000 |
Balance (in shares) at Mar. 31, 2020 | 44,215 | |||
Balance at Dec. 31, 2019 | $ 442,000 | 75,690,000 | (70,077,000) | 6,055,000 |
Balance (in shares) at Dec. 31, 2019 | 44,215 | |||
Net loss | (478,000) | |||
Balance at Jun. 30, 2020 | $ 442,000 | 75,690,000 | (70,555,000) | 5,577,000 |
Balance (in shares) at Jun. 30, 2020 | 44,215 | |||
Balance at Mar. 31, 2020 | $ 442,000 | 75,690,000 | (70,319,000) | 5,813,000 |
Balance (in shares) at Mar. 31, 2020 | 44,215 | |||
Net loss | $ 0 | 0 | (236,000) | (236,000) |
Balance at Jun. 30, 2020 | $ 442,000 | $ 75,690,000 | $ (70,555,000) | $ 5,577,000 |
Balance (in shares) at Jun. 30, 2020 | 44,215 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (478,000) | $ (392,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Changes in operating assets and liabilities | 941,000 | (88,000) |
Net cash provided by (used in) operating activities | 463,000 | (480,000) |
Cash flows from financing activities: | ||
Common stock dividend | 0 | (2,653,000) |
Net cash used in financing activities | 0 | (2,653,000) |
Net increase (decrease) in cash | 463,000 | (3,133,000) |
Cash at beginning of period | 5,446,000 | 6,500,000 |
Cash at end of period | $ 5,909,000 | $ 3,367,000 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2020 | |
Description of Business | |
Description of Business | (1) Description of Business Enzon Pharmaceuticals, Inc. (together with its subsidiaries, “Enzon” or the “Company,” “we” or “us”), manages its sources of royalty revenues from existing licensing arrangements with other companies primarily related to sales of certain drug products that utilize Enzon’s proprietary technology. Prior to 2017, the primary source of the Company’s royalty revenues was derived from sales of PegIntron, which is marketed by Merck & Co., Inc. (“Merck”). The Company currently has no clinical operations and limited corporate operations. The Company has no intention of resuming any clinical development activities or acquiring new sources of royalty revenues. In the first and second quarters of 2020, net royalties from PegIntron were $1,752 and $7,928, respectively. In the first quarter of 2019, net royalties from PegIntron were approximately negative $51,000, due to returns and rebates exceeding the amount of royalties earned and in the second quarter of 2019, the Company earned approximately $142,000 in net royalties from Merck. At December 31, 2019, as asserted by Merck, the Company had a liability to Merck of approximately $324,000, due primarily to product returns and rebates. With the net royalties earned in the first half of 2020, this amount decreased to approximately $314,000 at June 30, 2020. See Note 12 to the Condensed Consolidated Financial Statements. In April 2013, the Company announced that it intended to distribute excess cash, expected to arise from ongoing royalty revenues, in the form of periodic dividends to stockholders. (See Note 7 to the Condensed Consolidated Financial Statements) On February 4, 2016, the Company’s Board adopted a Plan of Liquidation and Dissolution (the “Plan of Liquidation and Dissolution”), the implementation of which has been postponed. (See Note 11 to the Condensed Consolidated Financial Statements) On January 30, 2019, the Company entered into a letter agreement with Servier, a wholly owned indirect subsidiary of Les Laboratoires Servier, in connection with the asset purchase agreement dated as of November 9, 2009 (the "Asset Purchase Agreement"), by and between Klee Pharmaceuticals, Inc., Defiante Farmacêutica, S.A. ("Defiante") and Sigma-Tau, on the one hand, and the Company, on the other hand. Under the letter agreement, Servier, as successor-in-interest to Defiante, confirmed its obligation to pay the Company a $7.0 million milestone payment related to SC Oncaspar as a result of the FDA's December 20, 2018 approval of calaspargase pegol - mknl (brand name ASPARLAS(TM)) as a component of a multi-agent chemotherapeutic regimen for the treatment of acute lymphoblastic leukemia in pediatric and young adult patients age 1 month to 21 years. In addition, under the letter agreement, the Company agreed to waive Servier's obligations to pursue the development of SC Oncaspar in Europe and the approval of SC Oncaspar by the European Medicines Agency ("EMEA") under the Asset Purchase Agreement, provided that the Company did not waive Servier's obligation to make any applicable milestone payment to the Company upon EMEA approval, if any, of SC Oncaspar. Servier was required to make the $7.0 million milestone payment to the Company within three business days following the parties' completion of procedures for claiming benefits under the double tax treaty between the United States and the United Kingdom. That amount was recorded by the Company as a current receivable at June 30, 2019. The Company received the $7.0 million payment in July 2019. The Company has a marketing agreement with Micromet AG (“Micromet”), now part of Amgen, Inc. (the “Micromet Marketing Agreement”), that was entered into in 2004 under which Micromet is the exclusive marketer of the parties’ combined intellectual property portfolio in the field of single-chain antibody technology. Under the Micromet Marketing Agreement, the parties agreed to share, on an equal basis, in any licensing fees, milestone payments and royalty revenue received by Micromet in connection with any licenses of the patents within the portfolio by Micromet to any third party during the term of the collaboration. To the Company’s knowledge, Micromet has a license agreement with Viventia Biotech (Barbados) Inc. (“Viventia”), now part of Sesen Bio, Inc. (“Sesen”), that was entered into in 2005, under which Micromet granted Viventia nonexclusive rights, with certain sublicense rights, for know-how and patents allowing exploitation of certain single chain antibody products, which patents cover some key aspects of Vicineum, one of Sesen's drug candidates. To the Company’s knowledge, under the terms of this license agreement between Micromet and Viventia, Micromet is entitled to receive (i) certain milestone payments with respect to the filing of a new drug application for Vicineum with the FDA or the filing of a marketing approval application for Vicineum with the EMEA; (ii) certain milestone payments with respect to the first commercial sale of Vicineum in the U.S. or Europe and (iii) certain royalties on net sales for ten years from the first commercial sale of Vicineum on a country by country basis. Pursuant to the Micromet Marketing Agreement, the Company would be entitled to a 50% share of these milestone payments and royalties received by Micromet. Due to the challenges associated with developing and obtaining approval for drug products, there is substantial uncertainty whether any of these milestones will be achieved. The Company also has no control over the time, resources and effort that Sesen may devote to its programs and limited access to information regarding or resulting from such programs. Accordingly, there can be no assurance that the Company will receive any of the milestone or royalty payments under the Micromet Marketing Agreement. The Company will not recognize revenue until all revenue recognition requirements are met. The Company maintains its principal executive offices at 20 Commerce Drive, Suite 135, Cranford, New Jersey, 07016 through a lease agreement for space and services with Regus Management Group, LLC (“Regus”) and also had an office facility at 3556 Main Street, Manchester, VT, 05225 pursuant to an office rental agreement with Equinox Junior, LLC (“Equinox”). The Company did not renew the office rental agreement with Equinox, which expired at June 30, 2020. See Note 10. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Basis of Presentation | |
Basis of Presentation | (2) Basis of Presentation Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared from the books and records of the Company in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information and Rule 10‑01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (SEC). Accordingly, these financial statements do not include all of the information and footnotes required for complete annual financial statements. Interim results are not necessarily indicative of the results that may be expected for the full year. Interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2019. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated as part of the consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include legal and contractual contingencies and income taxes. Although management bases its estimates on historical experience, relevant current information and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates. Revenue Recognition Royalty revenues from the Company’s agreements with third parties are recognized when the Company can reasonably determine the amounts earned. In most cases, this will be upon notification from the third-party licensee, which is typically during the quarter following the quarter in which the sales occurred. The Company does not participate in the selling or marketing of products for which it receives royalties. No provision for uncollectible accounts is established upon recognition of revenues. Contingent payments due under the asset purchase agreement for the sale of the Company’s former specialty pharmaceutical business are recognized as revenue when the milestone has been achieved and collection is assured, such payments are non-refundable and no further effort is required on the part of the Company or the other party to complete the earning process. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect of a change in tax rates or laws on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the rate change. A valuation allowance is established to reduce the deferred tax assets to the amounts that are more likely than not to be realized from operations. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2020 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | (3) Recent Accounting Pronouncements Recent Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB") and guidance issued by the Securities and Exchange Commission did not, or are not believed by management to, have a material effect on the Company’s present or future Condensed Consolidated Financial Statements. |
Financial Instruments and Fair
Financial Instruments and Fair Value | 6 Months Ended |
Jun. 30, 2020 | |
Financial Instruments and Fair Value | |
Financial Instruments and Fair Value | (4) Financial Instruments and Fair Value The carrying values of cash, other current assets, accounts payable, accrued expenses and other current liabilities in the Company’s condensed consolidated balance sheets approximated their fair values at June 30, 2020 and December 31, 2019 due to their short-term nature. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | (5) Supplemental Cash Flow Information The Company made income tax payments of $0 and $2,000 during the six months ended June 30, 2020 and 2019, respectively. There were no interest payments made during the six months ended June 30, 2020 or 2019. |
Loss Per Common Share
Loss Per Common Share | 6 Months Ended |
Jun. 30, 2020 | |
Loss Per Common Share | |
Loss Per Common Share | (6) Loss Per Common Share Basic earnings per common share is computed by dividing the net income by the weighted average number of shares of common stock outstanding during the period. Restricted stock awards and restricted stock units (collectively, nonvested shares) are not considered to be outstanding shares until the service or performance vesting period has been completed. The diluted earnings per share calculation would normally involve adjusting both the denominator and numerator as described here if the effect is dilutive. For purposes of calculating diluted earnings per common share, the denominator normally includes both the weighted-average number of shares of common stock outstanding and the number of common stock equivalents if the inclusion of such common stock equivalents is dilutive. Because a loss was incurred in each of the three and six-month periods ended June 30, 2020 and 2019, common stock equivalents would be anti-dilutive and, accordingly, were excluded from the calculation of diluted loss per share in each of the periods. Dilutive common stock equivalents potentially include stock options and nonvested shares using the treasury stock method and shares issuable under the employee stock purchase plan (ESPP). During each of the six-month periods ended June 30, 2020 and 2019, there were no common stock equivalents. Loss per common share information is as follows (in thousands, except per share amounts) for the three months and six months ended June 30, 2020 and 2019: Three months ended Six months ended June 30, June 30, 2020 2019 2020 2019 Loss Per Common Share – Basic and Diluted: Net loss $ (236) $ (21) $ (478) $ (392) Weighted-average number of common shares outstanding 44,215 44,215 44,215 44,215 Basic and diluted loss per share $ (0.01) $ $ (0.01) $ (0.01) For the six-month periods ended June 30, 2020 and 2019 and the three-month periods ended June 30, 2020 and 2019, there were 41,787 potentially dilutive securities outstanding that have been excluded from the calculation of dilutive weighted average shares outstanding, as they would be anti-dilutive. |
Cash Dividend
Cash Dividend | 6 Months Ended |
Jun. 30, 2020 | |
Cash Dividend | |
Cash Dividend | (7) Cash Dividend On January 30, 2019, the Board of Directors of the Company declared a special cash dividend of $0.06 per share of the Company’s common stock, aggregating approximately $2,653,000, which was paid on March 21, 2019 to stockholders of record as of the close of business on February 21, 2019. There were no dividends declared or paid in the three or six months ended June 30, 2020. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | (8) Stock-Based Compensation Stock Options and Restricted Stock Units (RSUs or Nonvested Shares) During the six months ended June 30, 2020, no options were granted, and the Company incurred no stock-based compensation expense. No RSUs were outstanding as of June 30, 2020. There were no options granted during the six months ended June 30, 2019 and no nonvested shares granted or outstanding during the six months ended June 30, 2019. The Company uses historical data to estimate forfeiture rates. Activity related to stock options and nonvested shares during the six months ended June 30, 2020 and related balances outstanding as of that date are reflected below (in thousands): Stock Options Outstanding at January 1, 2020 41,787 Granted — Exercised and vested — Expired and forfeited — Outstanding at June 30, 2020 41,787 Options vested at June 30, 2020 41,787 Options exercisable at June 30, 2020 41,787 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Taxes | |
Income Taxes | (9) Income Taxes During the six-month and three-month periods ended June 30, 2020, the Company recorded approximately $2,000 and $0, respectively, of income tax expense for New Jersey state income tax. During the six-month and three-month periods ended June 30, 2019, the Company recorded approximately $2,000 and $0, respectively, of income tax expense for New Jersey state income tax. The Company continues to provide a valuation allowance against all of its deferred tax assets, as the Company believes it is more likely than not that its deferred tax assets will not be realized. Management of the Company will continue to assess the need for this valuation allowance and will make adjustments when appropriate. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense. On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law. Among its numerous changes to the Internal Revenue Code, the Act allowed companies with existing alternative minimum tax credit (“MTC”) carryforwards as of December 31, 2017 to receive refunds of the credits in tax years after 2017 and before 2022 in an amount equal to 50% (100% in 2021) of the excess MTC over the amount of the credit allowable for the year against regular tax liability. As a result of the Act’s provision allowing for the refund of MTC, the Company had recorded $485,000 as a long-term receivable and $485,000 as a current receivable as of December 31, 2019. As a result of provision in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) that was signed into law on March 27, 2020, the Company was able to reclassify the remaining long-term receivable of $485,000 as a current receivable as of March 31, 2020. This amount was received in June 2020. The CARES Act also provides for an indefinite carryforward period and 5 year carryback period for net operating losses generated after 2017 but before 2021 and removes the annual utilization limit of 80% of taxable income and allows the net operating losses to offset 100% of taxable income during this period. Net operating losses generated prior to 2018 continue to be carried forward for 20 years and have no 80% limitation on utilization. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingent Liabilities | |
Commitments and Contingent Liabilities | (10) Commitments and Contingent Liabilities In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) was reported in Wuhan, China. On March 11, 2020, the World Health Organization characterized the global spread of COVID-19 as a pandemic. In an effort to slow the spread of the virus, the United States and many other countries around the world imposed restrictions on non-essential work activities, travel and mass gatherings. Although these restrictions have been eased in some areas, it is not known whether these lockdowns and other restrictions will be reintroduced, when they will end or the ultimate impact these unprecedented actions will have on the Company’s financial condition and prospects. At the present time, the Company’s business activities have been largely unaffected by COVID-19 restrictions as the Company’s workforce is comprised solely of independent contractors who are able to perform their duties remotely. However, these restrictions may impact the third parties who are responsible for obtaining final approval of and manufacturing product candidates for which we share the right to receive licensing fees, milestone payments and royalty revenues. If those third parties are required to curtail their business activities for a significant time, or if global supply chain disruptions impact their ability to procure needed resources, raw materials or components, the Company’s right to receive licensing fees, milestone payments or royalties could be materially and adversely affected. Additionally, the development timeline for product candidates being developed by third parties that are pending FDA approval could be delayed if the agency is required to shift resources to the review and approval of candidates for treatment of COVID-19. Effective March 1, 2018, the Company renewed its office service agreement with Regus Management Group, LLC (“Regus”) for its principal executive offices at 20 Commerce Drive, Suite 135, Cranford, New Jersey, 07016. This agreement was renewed until February 28, 2019, for a monthly fee of $1,259. In June 2018, the Company and Regus agreed to end the lease on August 31, 2018, and replace it with an updated office service agreement. Effective September 1, 2018, the Company entered into an office service agreement with Regus for mailbox plus, telephone answering, and virtual office services. Under the agreement, in exchange for the services provided by Regus, the Company was required to pay Regus an initial service retainer of $259 and thereafter pay Regus a monthly fee of $259 until August 31, 2019. The term of this agreement was extended until August 31, 2020 at a monthly fee of $259. Effective July 1, 2018, the Company entered into an office rental agreement with Equinox Junior LLC (“Equinox”) for use of office space at 3556 Main Street, Manchester, VT, 05225. Under this agreement, in exchange for the Company’s right to use the office space at this location, the Company was required to pay Equinox a monthly fee of $708 until June 30, 2019. The term of this agreement was extended until June 30, 2020 at a monthly fee of $729. The Company did not renew the office rental agreement. The Company has been involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material effect on the Company’s consolidated financial position, results of operations, or liquidity. Under the Micromet Marketing Agreement, the parties may pursue infringement actions against third parties if they become aware of any unauthorized use of the intellectual property portfolio covered by the agreement. In order for the Company to share in any amounts recovered in such an action, it would be required to contribute to the cost of the related litigation. At the present time, the Company is unaware of any infringement action that is pending or threatened and cannot reasonably determine its share of the cost of any such action if and when commenced. |
Plan of Liquidation and Dissolu
Plan of Liquidation and Dissolution | 6 Months Ended |
Jun. 30, 2020 | |
Plan of Liquidation and Dissolution | |
Plan of Liquidation and Dissolution | (11) Plan of Liquidation and Dissolution On February 4, 2016, the Company’s Board of Directors adopted a Plan of Liquidation and Dissolution (the “Plan of Liquidation and Dissolution”), pursuant to which the Company would, subject to obtaining requisite stockholder approval, be liquidated and dissolved in accordance with Sections 280 and 281 (a) of the General Corporation Law of the State of Delaware. In approving the Plan of Liquidation and Dissolution, the Company’s Board of Directors had considered, among other factors, the ability of the Company to obtain no-action relief from the SEC to suspend certain of the Company’s reporting obligations under the Securities Exchange Act of 1934, as amended, and the anticipated cost savings if such relief is granted by the SEC. After further consideration, the Company’s Board of Directors determined that it would be fair, advisable and in the best interests of the Company and its stockholders to postpone seeking stockholder approval of the Plan of Liquidation and Dissolution until a later time to be determined by the Company’s Board of Directors. From time to time, the Company’s Board of Directors reviews the Company’s status and prospects in deciding on the timing of dissolution and liquidation of the Company pursuant to the Plan of Liquidation and Dissolution. If the Company’s Board of Directors determines to seek stockholder approval of such plan and such plan is approved by the Company’s stockholders and implemented by the Company, it is expected that the Company’s corporate existence will continue for the purpose of winding up its business and affairs for at least three years. The Company has forecasted minimal or no royalty or milestone revenues for the foreseeable future. In light of the uncertainty as to whether any of the milestones under the Micromet Marketing Agreement would be achieved, this forecast assumes that the Company would not receive any milestone or royalty payments under the Micromet Marketing Agreement. |
Accounts Payable
Accounts Payable | 6 Months Ended |
Jun. 30, 2020 | |
Accounts Payable | |
Accounts Payable | (12) Accounts Payable As of December 31, 2019, according to Merck, the Company had a net liability to Merck (net of a 25% royalty interest that the Company had previously sold) aggregating approximately $324,000. This was based on Merck’s assertions regarding the net result of overpayments, rebates and returns related to prior period sales of PegIntron. Merck expected to recoup such overpayments through reductions of future royalties earned by the Company. In the first and second quarters of 2020, as reported by Merck, net royalties from PegIntron were approximately $2,000 and $8,000, respectively. As such, as asserted by Merck, the Company’s liability to Merck was approximately $314,000 at June 30, 2020. The Company believes that it will receive no more royalties from Merck, but may be charged with additional chargebacks from returns and rebates in amounts that, based on current estimates, are not expected to be material. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Basis of Presentation | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared from the books and records of the Company in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information and Rule 10‑01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (SEC). Accordingly, these financial statements do not include all of the information and footnotes required for complete annual financial statements. Interim results are not necessarily indicative of the results that may be expected for the full year. Interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2019. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated as part of the consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include legal and contractual contingencies and income taxes. Although management bases its estimates on historical experience, relevant current information and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition Royalty revenues from the Company’s agreements with third parties are recognized when the Company can reasonably determine the amounts earned. In most cases, this will be upon notification from the third-party licensee, which is typically during the quarter following the quarter in which the sales occurred. The Company does not participate in the selling or marketing of products for which it receives royalties. No provision for uncollectible accounts is established upon recognition of revenues. Contingent payments due under the asset purchase agreement for the sale of the Company’s former specialty pharmaceutical business are recognized as revenue when the milestone has been achieved and collection is assured, such payments are non-refundable and no further effort is required on the part of the Company or the other party to complete the earning process. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect of a change in tax rates or laws on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the rate change. A valuation allowance is established to reduce the deferred tax assets to the amounts that are more likely than not to be realized from operations. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense. |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Loss Per Common Share | |
Schedule of loss per common share information, basic and diluted | Loss per common share information is as follows (in thousands, except per share amounts) for the three months and six months ended June 30, 2020 and 2019: Three months ended Six months ended June 30, June 30, 2020 2019 2020 2019 Loss Per Common Share – Basic and Diluted: Net loss $ (236) $ (21) $ (478) $ (392) Weighted-average number of common shares outstanding 44,215 44,215 44,215 44,215 Basic and diluted loss per share $ (0.01) $ $ (0.01) $ (0.01) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Stock-Based Compensation | |
Schedule of share-based compensation stock options activity | Activity related to stock options and nonvested shares during the six months ended June 30, 2020 and related balances outstanding as of that date are reflected below (in thousands): Stock Options Outstanding at January 1, 2020 41,787 Granted — Exercised and vested — Expired and forfeited — Outstanding at June 30, 2020 41,787 Options vested at June 30, 2020 41,787 Options exercisable at June 30, 2020 41,787 |
Description of Business (Detail
Description of Business (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jul. 31, 2019 | Jan. 31, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Description of Business [Line Items] | |||||||||
Accounts Payable, Current | $ 314,000 | $ 314,000 | $ 324,000 | ||||||
Revenues | 8,000 | $ 207,000 | 10,000 | $ 156,000 | |||||
Milestone Receivable on Royalties current | 7,000,000 | 7,000,000 | |||||||
Proceeds from Milestone on Royalty | $ 7,000,000 | ||||||||
Royalty [Member] | |||||||||
Description of Business [Line Items] | |||||||||
Revenues | 7,928 | $ 1,752 | $ 142,000 | $ (51,000) | |||||
Merck [Member] | |||||||||
Description of Business [Line Items] | |||||||||
Accounts Payable, Current | $ 314,000 | $ 314,000 | $ 324,000 | ||||||
Servier I P U K Limited [Member] | |||||||||
Description of Business [Line Items] | |||||||||
Business days to receive payment | 3 days | ||||||||
Royalty Revenue Milestones | $ 7,000,000 | ||||||||
Servier I P U K Limited [Member] | Minimum [Member] | |||||||||
Description of Business [Line Items] | |||||||||
Patient age | 1 month | ||||||||
Servier I P U K Limited [Member] | Maximum [Member] | |||||||||
Description of Business [Line Items] | |||||||||
Patient age | 21 years | ||||||||
Micromet [Member] | |||||||||
Description of Business [Line Items] | |||||||||
Duration of possible royalties received | 10 years | ||||||||
Percentage of Royal Milestones Receivable | 50.00% |
Basis of Presentation (Details)
Basis of Presentation (Details) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Basis of Presentation | |
Provision for uncollectible accounts | $ 0 |
Liability for uncertain tax positions | $ 0 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Supplemental Cash Flow Information | ||
Income Taxes Paid | $ 0 | $ 2,000 |
Interest Paid, Net | $ 0 | $ 0 |
Loss Per Common Share (Details)
Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Loss Per Common Share - Basic and Diluted: | ||||
Net loss | $ (236) | $ (21) | $ (478) | $ (392) |
Weighted-average number of common shares outstanding | 44,215 | 44,215 | 44,215 | 44,215 |
Basic and diluted loss per share | $ (0.01) | $ 0 | $ (0.01) | $ (0.01) |
Antidilutive securities | 41,787 | 41,787 | 41,787 | 41,787 |
Cash Dividend (Details)
Cash Dividend (Details) - USD ($) | Mar. 21, 2019 | Jan. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Cash Dividend | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.06 | |||
Payments of Ordinary Dividends, Common Stock | $ 2,653,000 | $ 0 | $ 2,653,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Stock-Based Compensation | ||
Nonvested shares outstanding | 0 | 0 |
Nonvested shares granted | 0 | 0 |
Stock-based compensation expense | $ 0 | |
Outstanding at January 1, 2020 | 41,787,000 | |
Granted | 0 | 0 |
Exercised and vested | 0 | |
Expired and forfeited | 0 | |
Outstanding at June 30, 2020 | 41,787,000 | |
Options vested and expected to vest at June 30, 2020 | 41,787,000 | |
Options exercisable at June 30, 2020 | 41,787,000 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||||||||
Liability for uncertain tax positions | $ 0 | $ 0 | ||||||
Income Taxes Receivable, Current | 0 | 0 | $ 485,000 | |||||
Income Taxes Receivable, Noncurrent | 0 | 0 | $ 485,000 | |||||
Income Tax Expense (Benefit) | 0 | $ 0 | 2,000 | $ 2,000 | ||||
Operating Loss Carryforwards, Limitation on Annual Utilization | 80 | |||||||
New jersey State [Member] | ||||||||
Income Taxes [Line Items] | ||||||||
Income Tax Expense (Benefit) | 0 | $ 0 | 2,000 | $ 2,000 | ||||
CARES Act | ||||||||
Income Taxes [Line Items] | ||||||||
Income Taxes Receivable, Current | $ 485,000 | $ 485,000 | ||||||
Operating Loss Carryforwards, Limitation on Annual Utilization | 100 | 80 | ||||||
Operating Loss Carryforwards, Expiration Term | 20 years | |||||||
MTC | ||||||||
Income Taxes [Line Items] | ||||||||
Income Taxes Receivable, Current | $ 485,000 | |||||||
Income Taxes Receivable, Noncurrent | $ 485,000 | |||||||
Effective Income Tax Rate Reconciliation, Tax Credit, Percent | 100.00% | 50.00% |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) - USD ($) | Jun. 30, 2020 | Aug. 31, 2019 | Jun. 30, 2019 | Feb. 28, 2019 |
Operating Leases, Rent Expense | $ 729 | $ 259 | $ 708 | |
Security Deposit | 259 | |||
Service retainer | $ 259 | |||
Regus Management Group, LLC [Member] | ||||
Operating Leases, Rent Expense | $ 1,259 |
Plan of Liquidation and Disso_2
Plan of Liquidation and Dissolution (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Minimum [Member] | |
Potential winding up period of corporate existence | 3 years |
Accounts Payable (Details)
Accounts Payable (Details) - USD ($) | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts Payable | |||
Net of royalty interest, percentage | 25.00% | ||
Accrued royalties | $ 324,000 | ||
Accrued royalties, current | $ 8,000 | $ 2,000 | |
Due to related parties, total | $ 314,000 |