Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 01, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Capstone Therapeutics Corp. | |
Entity Central Index Key | 887,151 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | CAPS | |
Entity Common Stock, Shares Outstanding | 54,385,411 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 1,718,000 | $ 698,000 |
Other current assets | 84,000 | 131,000 |
Total current assets | 1,802,000 | 829,000 |
Patent license rights, net | 235,000 | 353,000 |
Total assets | 2,037,000 | 1,182,000 |
Current liabilities | ||
Accounts payable | 157,000 | 249,000 |
Other accrued liabilities | 36,000 | 55,000 |
Total current liabilities | 193,000 | 304,000 |
Long-term debt | ||
Convertible Promissary Notes Payable | 0 | 1,000,000 |
Secured Debt, net of unamortized isuance costs | 2,159,000 | 0 |
Total long-term debt | 2,159,000 | 1,000,000 |
Capstone Therapeutics Corp. Stockholders' Equity | ||
Common Stock $.0005 par value; 150,000,000 shares authorized; 54,385,411 and 40,885,411 shares outstanding September 30, 2017 and December 31, 2016, respectively | 27,000 | 20,000 |
Additional paid-in capital | 190,468,000 | 189,477,000 |
Accumulated deficit | (190,810,000) | (189,619,000) |
Total Capstone Therapeutics Corp. stockholders' equity (deficit) | (315,000) | (122,000) |
Noncontrolling interest | 0 | 0 |
Total equity | (315,000) | (122,000) |
Total liabilities and equity | $ 2,037,000 | $ 1,182,000 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Common stock, par value (in dollars per share) | $ 0.0005 | $ 0.0005 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares outstanding | 54,385,411 | 40,885,411 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING EXPENSES | ||||
General and administrative | $ 159 | $ 55 | $ 374 | $ 437 |
Research and development | 386 | 446 | 765 | 823 |
Total operating expenses | 545 | 501 | 1,139 | 1,260 |
Interest and other expense, net | 61 | 20 | 70 | 56 |
Loss from operations before taxes | 606 | 521 | 1,209 | 1,316 |
Income tax benefit | (8) | (34) | (18) | (60) |
NET LOSS | 598 | 487 | 1,191 | 1,256 |
Less: Net Loss attributable to the noncontrolling interest | 0 | (946) | 0 | (946) |
Net Loss attributable to Capstone Therapeutics Corp. stockholders | $ 598 | $ (459) | $ 1,191 | $ 310 |
Per Share Information: | ||||
Net loss, basic and diluted, attributable to Capstone Therapeutic Corp. stockholders (in dollars per share) | $ 0.01 | $ (0.01) | $ 0.03 | $ 0.01 |
Basic and diluted shares outstanding (in shares) | 52,331 | 40,885 | 44,743 | 40,885 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING ACTIVITIES | ||
Net loss | $ (1,191) | $ (1,256) |
Non cash items: | ||
Amortization | 144 | 134 |
Non-cash stock-based compensation | 0 | 32 |
Change in other operating items: | ||
Other current assets | 25 | 152 |
Accounts payable | (92) | 71 |
Other accrued liabilities | (19) | 37 |
Cash flows used in operating activities | (1,133) | (830) |
INVESTING ACTIVITIES | ||
Cash flows provided by investing activities | 0 | 0 |
FINANCING ACTIVITIES | ||
Sale of Commmon Stock | 1,013 | 0 |
LipimetiX Development, Inc. Series B-1 Preferred Stock, net of issuance costs of $66 | 0 | 946 |
Pay-off of Convertible Promissory Notes | (1,000) | 0 |
Issuance of Secured Debt, net of issuance costs of $287 | 2,140 | 0 |
Cash flows provided by financing activities | 2,153 | 946 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | 1,020 | 116 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 698 | 1,011 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 1,718 | $ 1,127 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Parenthetical] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Payments of Debt Issuance Costs | $ 287 | |
Series B1 Preferred Stock [Member] | ||
Payments of Debt Issuance Costs | $ 66 |
OVERVIEW OF BUSINESS
OVERVIEW OF BUSINESS | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Business Description and Accounting Policies [Text Block] | Note A. OVERVIEW OF BUSINESS escription of the Business Capstone Therapeutics Corp. (the “Company”, “we”, “our” or “us”) is a biotechnology company committed to developing a pipeline of novel peptides aimed at helping patients with under-served medical conditions. Previously, we were focused on the development and commercialization of two product platforms: AZX100 and Chrysalin (TP508). In 2012, we terminated the license for Chrysalin (targeting orthopedic indications). In 2014, we terminated the license for AZX100 (targeting dermal scar reduction). Capstone no longer has any rights to or interest in Chrysalin or AZX100. On August 3, 2012, we entered into a joint venture, LipimetiX Development, LLC, (now LipimetiX Development, Inc.), (the “JV”), to develop Apo E mimetic peptide molecule AEM-28 and its analogs. The JV had a development plan to pursue regulatory approval of AEM-28, and/or an analog, as treatment for Homozygous Familial Hypercholesterolemia (granted Orphan Drug Designation by FDA in 2012) and other hyperlipidemic indications. The initial development plan extended through Phase 1a and 1b/2a clinical trials and was completed in the fourth quarter of 2014. The clinical trials had a safety primary endpoint and an efficacy endpoint targeting reduction of cholesterol and triglycerides. The JV received allowance from regulatory authorities in Australia permitting the JV to proceed with the planned clinical trials. The Phase 1a clinical trial commenced in Australia in April 2014 and the Phase 1b/2a clinical trial commenced in Australia in June 2014. The clinical trials for AEM-28 were randomized, double-blinded, placebo-controlled studies to evaluate the safety, tolerability, pharmacokinetics and pharmacodynamics of six escalating single doses (Phase 1a in healthy patients with elevated cholesterol) and multiple ascending doses of the three highest doses from Phase 1a (Phase 1b/2a in patients with hypercholesterolemia and healthy volunteers with elevated cholesterol and high Body Mass Index). The Phase 1a clinical trial consisted of 36 patients and the Phase 1b/2a consisted of 15 patients. Both clinical trials were completed in 2014 and the Medical Safety Committee, reviewing all safety-related aspects of the clinical trials, observed a generally acceptable safety profile. As first-in-man studies, the primary endpoint was safety; yet efficacy measurements analyzing pharmacodynamics yielded statistical significance in the pooled dataset favoring AEM-28 versus placebo in multiple lipid biomarker endpoints. Concurrent with the clinical development activities of AEM-28, the JV has performed pre-clinical studies that have identified an analog of AEM-28, referred to as AEM-28-14, and a new formulation, that has the potential of increased efficacy, higher human dose toleration and an extended composition of matter patent life (application filed with the U.S. Patent and Trademark Office in 2015). The JV’s current intent is to prioritize the development of AEM-28-14. The JV and the Company are exploring fundraising, partnering or licensing, to obtain additional funding to continue development activities of AEM-28-14, and operations. The JV and the Company do not have sufficient funding at this time to continue additional material development activities of AEM-28-14. The JV may conduct future clinical trials in Australia, the USA, and other regulatory jurisdictions if regulatory approvals, additional funding, and other conditions permit. The Company, funding permitting, intends to continue limiting its internal operations to a virtual operating model while monitoring and participating in the management of JV’s AEM-28-14 development activities. Description of Current Peptide Drug Candidates. Apo E Mimetic Peptide Molecule AEM-28 and its analogs Apolipoprotein E is a 299 amino acid protein that plays an important role in lipoprotein metabolism. Apolipoprotein E (Apo E) is in a class of protein that occurs throughout the body. Apo E is essential for the normal metabolism of cholesterol and triglycerides. After a meal, the postprandial (or post-meal) lipid load is packaged in lipoproteins and secreted into the blood stream. Apo E targets cholesterol and triglyceride rich lipoproteins to specific receptors in the liver, decreasing the levels in the blood. Elevated plasma cholesterol and triglycerides are independent risk factors for atherosclerosis, the buildup of cholesterol rich lesions and plaques in the arteries. AEM-28 is a 28 amino acid mimetic of Apo E and AEM-28 and its analogs, including AEM-28-14, is a 28 amino acid mimetic of Apo E (with an aminohexanoic acid group and a phospholipid), and both contain a domain that anchors into a lipoprotein surface while also providing the Apo E receptor binding domain, which allows clearance through the heparan sulfate proteoglycan (HSPG) receptors (Syndecan-1) in the liver. AEM-28 and its analogs, including AEM-28-14, as Apo E mimetics, have the potential to restore the ability of these atherogenic lipoproteins to be cleared from the plasma, completing the reverse cholesterol transport pathway, and thereby reducing cardiovascular risk. This is an important mechanism of action for AEM-28-14. Atherosclerosis is the major cause of cardiovascular disease, peripheral artery disease and cerebral artery disease, and can cause heart attack, loss of limbs and stroke. Defective lipid metabolism also plays an important role in the development of adult onset diabetes mellitus (Type 2 diabetes), and diabetics are particularly vulnerable to atherosclerosis, heart and peripheral artery diseases. Our joint venture has an Exclusive License Agreement with the University of Alabama at Birmingham Research Foundation for a broad domain of Apo E mimetic peptides, including AEM-28 and its analogs. Prior to November 26, 2003, we developed, manufactured and marketed proprietary, technologically advanced orthopedic products designed to promote the healing of musculoskeletal bone and tissue, with particular emphasis on fracture healing and spine repair. Our product lines, which included bone growth stimulation and fracture fixation devices, are referred to as our “Bone Device Business.” In November 2003, we sold our Bone Device Business. In August 2004, we purchased substantially all of the assets and intellectual property of Chrysalis Biotechnology, Inc., including its exclusive worldwide license for Chrysalin, a peptide, for all medical indications. Subsequently, our efforts were focused on research and development of Chrysalin with the goal of commercializing our products in fresh fracture healing. (In March 2012, we returned all rights to the Chrysalin intellectual property and no longer have any interest in, or rights to, Chrysalin.) In February 2006, we purchased certain assets and assumed certain liabilities of AzERx, Inc. Under the terms of the transaction, we acquired an exclusive license for the core intellectual property relating to AZX100, an anti-fibrotic peptide. In 2014, we terminated the License Agreement with AzTE (Licensor) for the core intellectual property relating to AZX100 and returned all interest in and rights to the AZX100 intellectual property to the Licensor. On August 3, 2012, we entered into a joint venture (see Note B below), to develop Apo E mimetic peptide molecule AEM-28 and its analogs. Our development activities represent a single operating segment as they share the same product development path and utilized the same Company resources. As a result, we determined that it is appropriate to reflect our operations as one reportable segment. OrthoLogic Corp. commenced doing business under the trade name of Capstone Therapeutics on October 1, 2008, and we formally changed our name from OrthoLogic Corp. to Capstone Therapeutics Corp. on May 21, 2010. In these notes, references to “we”, “our”, “us”, the “Company”, “Capstone Therapeutics”, “Capstone”, and “OrthoLogic” refer to Capstone Therapeutics Corp. References to our joint venture or “JV”, refer to LipimetiX Development, Inc. (formerly LipimetiX Development, LLC). Management has determined that the Company will require additional capital above its current cash and working capital balances to further develop AEM-28-14 or continue operations. Accordingly, the Company has significantly reduced its development activities. The Company’s corporate strategy is to raise funds by possibly engaging in a strategic/merger transaction, or conducting a private or public offering of debt or equity securities for capital. In August 2016, the Company’s joint venture raised net funds of $ 946,000 3,440,000 2,074,000 1,000,000 93,458 These financial statements have been prepared on a going concern basis and do not include any adjustments that might result the future success or lack thereof, of fundraising activities. In the opinion of management, the unaudited condensed interim financial statements include all adjustments necessary for the fair presentation of our financial position, results of operations, and cash flows, and all adjustments were of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the complete fiscal year. The financial statements include the consolidated results of Capstone Therapeutics Corp. and our 64 69.75 Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to Securities and Exchange Commission rules and regulations, although we believe that the disclosures herein are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K/A for the year ended December 31, 2016. The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires that management make a number of assumptions and estimates that affect the reported amounts of assets, liabilities, and expenses in our financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s assumptions regarding current events and actions that may impact us in the future, actual results may differ from these estimates and assumptions. The Company is subject to legal proceedings and claims, as well as potential inquires and action by the Securities and Exchange Commission, that arise in the ordinary course of business. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss with respect to loss contingencies. The Company entered into a joint venture in which it has contributed $ 6,000,000 1,000,000 0 1,012,000 946,000 946,000 1,620,000 20,000 At September 30, 2017, cash and cash equivalents included money market accounts. In August 2014, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40)(“Update”): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, providing a requirement under U.S. GAAP for an entity’s management to 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 the financial statements are issued; and if those conditions exist, to disclose that fact, the conditions and the potential effects on the entity’s ability to meet its obligations. The Update will be effective for an annual period ending after December 15, 2016, with early application permitted 946,000 3,440,000 2,074,000 93,458 1,000,000 In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 “Revenue from Contracts from Customers,” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue in a way that depicts the transfer of potential goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to the exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 and earlier application is permitted only as of annual reporting periods beginning after December 15, 2016. Should the Company begin to generate revenue, the Company does not anticipate any material impact on its operations and financial statements. |
JOINT VENTURE FOR DEVELOPMENT O
JOINT VENTURE FOR DEVELOPMENT OF APO E MIMETIC PEPTIDE MOLECULE AEM-28 AND ANALOGS | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note B. JOINT VENTURE FOR DEVELOPMENT OF APO E MIMETIC PEPTIDE MOLECULE AEM-28 AND ANALOGS On August 3, 2012, we entered into a Contribution Agreement with LipimetiX, LLC to form a joint venture, LipimetiX Development, LLC (“JV”), to develop Apo E mimetic molecules, including AEM-28 and its analogs. In June 2015, the JV converted from a limited liability company to a corporation, LipimetiX Development, Inc. The Company contributed $ 6 1 600,000 60 5 5,000,000 1,500,000 120,000 60 64 3,500,000 3,500,000 1,000,000 August 11, 2017 93,458 1,000,000 62.2 69.75 LipimetiX, LLC contributed all intellectual property rights for Apo E mimetic molecules it owned and assigned its Exclusive License Agreement between The University of Alabama at Birmingham Research Foundation (“UABRF”) and LipimetiX, LLC, for the UABRF intellectual property related to Apo E mimetic molecules AEM-28 and its analogs to the JV, in return for 400,000 40 378,000 On August 25, 2016, LipimetiX Development, Inc. closed a Series B-1 Preferred Stock offering, raising funds of $ 1,012,000 946,000 66,000 94,537 33,088 10.70 As disclosed above, the Company purchased 93,458 1,000,000 62.2 LipimetiX, LLC was formed by the principals of Benu BioPharma, Inc. (“Benu”) and UABRF to commercialize UABRF’s intellectual property related to Apo E mimetic molecules, including AEM-28 and analogs. Benu is composed of Dennis I. Goldberg, Ph.D. and Eric M. Morrel, Ph.D. The Exclusive License Agreement, as amended, calls for payment of patent filing, maintenance and other related patent fees, as well as a royalty of 3 25,000 50,000 500,000 500,000 1,000,000 5 Concurrent with entering into the Contribution Agreement and the First Amendment and Consent to Assignment of Exclusive License Agreement between LipimetiX, LLC, UABRF and the Company, the Company and LipimetiX, LLC entered into a Limited Liability Company Agreement for JV which established a Joint Development Committee (“JDC”) to manage JV development activities. Upon conversion by the JV from a limited liability company to a corporation, the parties entered into a Stockholders Agreement for the JV, and the JDC was replaced by a Board of Directors (JV Board). The JV Board is composed of three members appointed by the non-Company common stock ownership group, three members appointed by the Company and one member appointed by the Series B-1 Preferred Stockholders. Non-development JV decisions, including the issuance of new equity, incurrence of debt, entry into strategic transactions, licenses or development agreements, sales of assets and liquidation, and approval of annual budgets, will be decided by a majority vote of the common and Series B Preferred Stock (voting on an “as converted” basis) stockholders. The JV, on August 3, 2012, entered into a Management Agreement with Benu to manage JV development activities for a monthly fee of approximately $ 63,000 80,000 10,000 300,000 250,000 50,000 60,000 20,000 40,000 300,000 150,000 150,000 Patent license rights $ 1,045 Noncontrolling interests (667) Cash paid at formation $ 378 Patent license rights were recorded at their estimated fair value and are being amortized on a straight-line basis over the key patent life of eighty months. The financial position and results of operations of the joint venture are presented on a consolidated basis with the financial position and results of operations of the Company. Intercompany transactions have been eliminated. In the Company’s consolidated financial statements, joint venture losses were recorded on the basis of common ownership equity interests until common ownership equity was reduced to $ 0 100 946,000 946,000 20,000 1,620,000 The joint venture incurred net operating expenses, prior to the elimination of intercompany transactions, of $ 843,000 9,315,000 843,000 7,702,000 Neither the Company nor the noncontrolling interests have an obligation to contribute additional funds to the joint venture or to assume any joint venture liabilities or to provide a guarantee of either joint venture performance or any joint venture liability. Losses allocated to the common stock noncontrolling interests represent an additional potential loss for the Company as the common stock noncontrolling interests are not obligated to contribute assets to the joint venture, and depending on the ultimate outcome of the joint venture, the Company could potentially absorb all losses associated with the joint venture. From formation of the joint venture, August 3, 2012, through September 30, 2017, losses totaling $ 667 667 |
CONVERTIBLE PROMISSORY NOTES PA
CONVERTIBLE PROMISSORY NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note C. CONVERTIBLE PROMISSORY NOTES PAYABLE On December 11, 2015, we entered into a Securities Purchase Agreement with Biotechnology Value Fund affiliated entities Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P., Investment 10, LLC, and MSI BVF SPV,), which provided $ 1,000,000 5 79,000 |
AUSTRALIAN REFUNDABLE RESEARCH
AUSTRALIAN REFUNDABLE RESEARCH & DEVELOPMENT CREDIT | 9 Months Ended |
Sep. 30, 2017 | |
Research and Development Expense [Abstract] | |
Refundable Research And Development Credit [Text Block] | Note D. Australian Refundable Research & Development Credit In March 2014, LipimetiX Development LLC, (Now LipimetiX Development, Inc. - see Note B) formed a wholly-owned Australian subsidiary, Lipimetix Australia Pty Ltd, to conduct Phase 1a and Phase1b/2a clinical trials in Australia. Currently Australian tax regulations provide for a refundable research and development tax credit equal to either 43.5 45 84,000 18,000 |
SALE OF COMMON STOCK, SECURED L
SALE OF COMMON STOCK, SECURED LOAN AND PAY OFF OF CONVERTIBLE PROMISSORY NOTES | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note E: SALE OF COMMON STOCK, SECURED LOAN AND PAY OFF OF CONVERTIBLE PROMISSORY NOTES As described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2017, on July 14, 2017, the Company entered into a Securities Purchase, Loan and Security Agreement (the “Agreement”) with BP Peptides, LLC (“Brookstone"). The net funds will be used to fund our operations, infuse new capital into our joint venture, LipimetiX Development, Inc. ("JV") (As described in Note B to this Quarterly Report on Form 10-Q, in August 2017, the Company purchased 93,458 1,000,000 28 14 10 1,000,000 79,000 Pursuant to the Agreement, Brookstone funded an aggregate of $ 3,440,000 with net proceeds of approximately $ 2,074,000 1,102,500 13,500,000 2,427,500 19,000 268,000 The secured loan bears interest at 6 A provision in the Agreement entered into with Brookstone also requires the Company to nominate two candidates for a director position that have been recommended by Brookstone as long as Brookstone beneficially owns over 20% of the Company’s outstanding common stock and to nominate one candidate for a director position that has been recommended by Brookstone as long as Brookstone beneficially owns over 5% but less than 20% of the Company’s outstanding common stock. On April 18, 2017, the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”) entered into Tax Benefit Preservation Plan Agreement (the “Plan”), dated as of April 18, 2017, between the Company and the Rights Agent, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2017. The Plan is intended to act as a deterrent to any person (together with all affiliates and associates of such person) acquiring “beneficial ownership” (as defined in the Plan) of 4.90 |
OVERVIEW OF BUSINESS (Policies)
OVERVIEW OF BUSINESS (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Description Of Business [Policy Text Block] | escription of the Business Capstone Therapeutics Corp. (the “Company”, “we”, “our” or “us”) is a biotechnology company committed to developing a pipeline of novel peptides aimed at helping patients with under-served medical conditions. Previously, we were focused on the development and commercialization of two product platforms: AZX100 and Chrysalin (TP508). In 2012, we terminated the license for Chrysalin (targeting orthopedic indications). In 2014, we terminated the license for AZX100 (targeting dermal scar reduction). Capstone no longer has any rights to or interest in Chrysalin or AZX100. On August 3, 2012, we entered into a joint venture, LipimetiX Development, LLC, (now LipimetiX Development, Inc.), (the “JV”), to develop Apo E mimetic peptide molecule AEM-28 and its analogs. The JV had a development plan to pursue regulatory approval of AEM-28, and/or an analog, as treatment for Homozygous Familial Hypercholesterolemia (granted Orphan Drug Designation by FDA in 2012) and other hyperlipidemic indications. The initial development plan extended through Phase 1a and 1b/2a clinical trials and was completed in the fourth quarter of 2014. The clinical trials had a safety primary endpoint and an efficacy endpoint targeting reduction of cholesterol and triglycerides. The JV received allowance from regulatory authorities in Australia permitting the JV to proceed with the planned clinical trials. The Phase 1a clinical trial commenced in Australia in April 2014 and the Phase 1b/2a clinical trial commenced in Australia in June 2014. The clinical trials for AEM-28 were randomized, double-blinded, placebo-controlled studies to evaluate the safety, tolerability, pharmacokinetics and pharmacodynamics of six escalating single doses (Phase 1a in healthy patients with elevated cholesterol) and multiple ascending doses of the three highest doses from Phase 1a (Phase 1b/2a in patients with hypercholesterolemia and healthy volunteers with elevated cholesterol and high Body Mass Index). The Phase 1a clinical trial consisted of 36 patients and the Phase 1b/2a consisted of 15 patients. Both clinical trials were completed in 2014 and the Medical Safety Committee, reviewing all safety-related aspects of the clinical trials, observed a generally acceptable safety profile. As first-in-man studies, the primary endpoint was safety; yet efficacy measurements analyzing pharmacodynamics yielded statistical significance in the pooled dataset favoring AEM-28 versus placebo in multiple lipid biomarker endpoints. Concurrent with the clinical development activities of AEM-28, the JV has performed pre-clinical studies that have identified an analog of AEM-28, referred to as AEM-28-14, and a new formulation, that has the potential of increased efficacy, higher human dose toleration and an extended composition of matter patent life (application filed with the U.S. Patent and Trademark Office in 2015). The JV’s current intent is to prioritize the development of AEM-28-14. The JV and the Company are exploring fundraising, partnering or licensing, to obtain additional funding to continue development activities of AEM-28-14, and operations. The JV and the Company do not have sufficient funding at this time to continue additional material development activities of AEM-28-14. The JV may conduct future clinical trials in Australia, the USA, and other regulatory jurisdictions if regulatory approvals, additional funding, and other conditions permit. The Company, funding permitting, intends to continue limiting its internal operations to a virtual operating model while monitoring and participating in the management of JV’s AEM-28-14 development activities. Description of Current Peptide Drug Candidates. Apo E Mimetic Peptide Molecule AEM-28 and its analogs Apolipoprotein E is a 299 amino acid protein that plays an important role in lipoprotein metabolism. Apolipoprotein E (Apo E) is in a class of protein that occurs throughout the body. Apo E is essential for the normal metabolism of cholesterol and triglycerides. After a meal, the postprandial (or post-meal) lipid load is packaged in lipoproteins and secreted into the blood stream. Apo E targets cholesterol and triglyceride rich lipoproteins to specific receptors in the liver, decreasing the levels in the blood. Elevated plasma cholesterol and triglycerides are independent risk factors for atherosclerosis, the buildup of cholesterol rich lesions and plaques in the arteries. AEM-28 is a 28 amino acid mimetic of Apo E and AEM-28 and its analogs, including AEM-28-14, is a 28 amino acid mimetic of Apo E (with an aminohexanoic acid group and a phospholipid), and both contain a domain that anchors into a lipoprotein surface while also providing the Apo E receptor binding domain, which allows clearance through the heparan sulfate proteoglycan (HSPG) receptors (Syndecan-1) in the liver. AEM-28 and its analogs, including AEM-28-14, as Apo E mimetics, have the potential to restore the ability of these atherogenic lipoproteins to be cleared from the plasma, completing the reverse cholesterol transport pathway, and thereby reducing cardiovascular risk. This is an important mechanism of action for AEM-28-14. Atherosclerosis is the major cause of cardiovascular disease, peripheral artery disease and cerebral artery disease, and can cause heart attack, loss of limbs and stroke. Defective lipid metabolism also plays an important role in the development of adult onset diabetes mellitus (Type 2 diabetes), and diabetics are particularly vulnerable to atherosclerosis, heart and peripheral artery diseases. Our joint venture has an Exclusive License Agreement with the University of Alabama at Birmingham Research Foundation for a broad domain of Apo E mimetic peptides, including AEM-28 and its analogs. |
Company History [Policy Text Block] | Company History Prior to November 26, 2003, we developed, manufactured and marketed proprietary, technologically advanced orthopedic products designed to promote the healing of musculoskeletal bone and tissue, with particular emphasis on fracture healing and spine repair. Our product lines, which included bone growth stimulation and fracture fixation devices, are referred to as our “Bone Device Business.” In November 2003, we sold our Bone Device Business. In August 2004, we purchased substantially all of the assets and intellectual property of Chrysalis Biotechnology, Inc., including its exclusive worldwide license for Chrysalin, a peptide, for all medical indications. Subsequently, our efforts were focused on research and development of Chrysalin with the goal of commercializing our products in fresh fracture healing. (In March 2012, we returned all rights to the Chrysalin intellectual property and no longer have any interest in, or rights to, Chrysalin.) In February 2006, we purchased certain assets and assumed certain liabilities of AzERx, Inc. Under the terms of the transaction, we acquired an exclusive license for the core intellectual property relating to AZX100, an anti-fibrotic peptide. In 2014, we terminated the License Agreement with AzTE (Licensor) for the core intellectual property relating to AZX100 and returned all interest in and rights to the AZX100 intellectual property to the Licensor. On August 3, 2012, we entered into a joint venture (see Note B below), to develop Apo E mimetic peptide molecule AEM-28 and its analogs. Our development activities represent a single operating segment as they share the same product development path and utilized the same Company resources. As a result, we determined that it is appropriate to reflect our operations as one reportable segment. OrthoLogic Corp. commenced doing business under the trade name of Capstone Therapeutics on October 1, 2008, and we formally changed our name from OrthoLogic Corp. to Capstone Therapeutics Corp. on May 21, 2010. In these notes, references to “we”, “our”, “us”, the “Company”, “Capstone Therapeutics”, “Capstone”, and “OrthoLogic” refer to Capstone Therapeutics Corp. References to our joint venture or “JV”, refer to LipimetiX Development, Inc. (formerly LipimetiX Development, LLC). |
Basis Of Presentation and Management Plan [Policy Text Block] | Basis of presentation, Going Concern, and Management’s Plans. Management has determined that the Company will require additional capital above its current cash and working capital balances to further develop AEM-28-14 or continue operations. Accordingly, the Company has significantly reduced its development activities. The Company’s corporate strategy is to raise funds by possibly engaging in a strategic/merger transaction, or conducting a private or public offering of debt or equity securities for capital. In August 2016, the Company’s joint venture raised net funds of $ 946,000 3,440,000 2,074,000 1,000,000 93,458 These financial statements have been prepared on a going concern basis and do not include any adjustments that might result the future success or lack thereof, of fundraising activities. In the opinion of management, the unaudited condensed interim financial statements include all adjustments necessary for the fair presentation of our financial position, results of operations, and cash flows, and all adjustments were of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the complete fiscal year. The financial statements include the consolidated results of Capstone Therapeutics Corp. and our 64 69.75 Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to Securities and Exchange Commission rules and regulations, although we believe that the disclosures herein are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K/A for the year ended December 31, 2016. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires that management make a number of assumptions and estimates that affect the reported amounts of assets, liabilities, and expenses in our financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s assumptions regarding current events and actions that may impact us in the future, actual results may differ from these estimates and assumptions. |
Commitments and Contingencies, Policy [Policy Text Block] | Legal and Other Contingencies The Company is subject to legal proceedings and claims, as well as potential inquires and action by the Securities and Exchange Commission, that arise in the ordinary course of business. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss with respect to loss contingencies. |
Interest in Unincorporated Joint Ventures or Partnerships, Policy [Policy Text Block] | Joint Venture Accounting The Company entered into a joint venture in which it has contributed $ 6,000,000 1,000,000 0 1,012,000 946,000 946,000 1,620,000 20,000 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents At September 30, 2017, cash and cash equivalents included money market accounts. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40)(“Update”): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, providing a requirement under U.S. GAAP for an entity’s management to 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 the financial statements are issued; and if those conditions exist, to disclose that fact, the conditions and the potential effects on the entity’s ability to meet its obligations. The Update will be effective for an annual period ending after December 15, 2016, with early application permitted 946,000 3,440,000 2,074,000 93,458 1,000,000 In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 “Revenue from Contracts from Customers,” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue in a way that depicts the transfer of potential goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to the exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 and earlier application is permitted only as of annual reporting periods beginning after December 15, 2016. Should the Company begin to generate revenue, the Company does not anticipate any material impact on its operations and financial statements. |
JOINT VENTURE FOR DEVELOPMENT13
JOINT VENTURE FOR DEVELOPMENT OF APO E MIMETIC PEPTIDE MOLECULE AEM-28 AND ANALOGS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule Of Joint Venture Payments [Table Text Block] | The joint venture formation was as follows ($000’s): Patent license rights $ 1,045 Noncontrolling interests (667) Cash paid at formation $ 378 |
OVERVIEW OF BUSINESS (Details T
OVERVIEW OF BUSINESS (Details Textual) - USD ($) | Aug. 11, 2017 | Jul. 14, 2017 | Jul. 14, 2017 | Aug. 25, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Aug. 31, 2016 | Aug. 03, 2012 |
Accounting Policies [Line Items] | ||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 1,000,000 | $ 1,000,000 | $ 6,000,000 | $ 6,000,000 | ||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 0 | $ 946,000 | ||||||
Interest Payable | 79,000 | 79,000 | ||||||
Series B-1 Preferred Stock [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Joint Venture Losses Recognition Criteria, Common Ownership Equity | $ 946,000 | $ 946,000 | ||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 946,000 | |||||||
Proceeds From Issuance Of Preferred Stock Before Adjusted Stock Issuance Costs | $ 1,012,000 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 | |||||||
Stock Issued During Period, Shares, Acquisitions | 93,458 | 93,458 | ||||||
Series B-2 Preferred Stock [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 | |||||||
Stock Issued During Period, Shares, Acquisitions | 93,458 | |||||||
Revolving Credit Facility [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,620,000 | |||||||
Interest Payable | $ 20,000 | |||||||
Lipimetix [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 64.00% | |||||||
Lipimetix [Member] | Ownership As Converted [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 69.75% | 69.75% | ||||||
Brookstone [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Proceeds From Related Party Debt, Net | 2,074,000 | |||||||
Proceeds from Related Party Debt | $ 3,440,000 | $ 3,440,000 | ||||||
Common Stock [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Joint Venture Losses Recognition Criteria, Common Ownership Equity | $ 0 |
JOINT VENTURE FOR DEVELOPMENT15
JOINT VENTURE FOR DEVELOPMENT OF APO E MIMETIC PEPTIDE MOLECULE AEM-28 AND ANALOGS (Details) - Lipimetix [Member] - USD ($) | Aug. 03, 2012 | Sep. 30, 2017 |
Related Party Transaction [Line Items] | ||
Patent license rights | $ 1,045,000 | |
Noncontrolling interests | (667,000) | |
Cash paid at formation | $ 378,000 | $ 378,000 |
JOINT VENTURE FOR DEVELOPMENT16
JOINT VENTURE FOR DEVELOPMENT OF APO E MIMETIC PEPTIDE MOLECULE AEM-28 AND ANALOGS (Details Textual) - USD ($) | Aug. 11, 2017 | Aug. 03, 2012 | Aug. 31, 2017 | Aug. 25, 2016 | Jun. 01, 2016 | Mar. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Sep. 30, 2017 | Jul. 14, 2017 | Aug. 31, 2016 |
Related Party Transaction [Line Items] | |||||||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | $ 1,000,000 | ||||||||
Joint Venture Investments In Voting Common Ownership Units (in shares) | 600,000 | ||||||||||||
Joint Venture Investments In Non Voting Preferred Ownership Units | 5,000,000 | ||||||||||||
Development Activities Monthly Fee | $ 63,000 | ||||||||||||
Joint Venture, Operating Expenses, Inter Company Transactions | 843,000 | 9,315,000 | |||||||||||
Joint Venture, Operating Expenses Allocated To Company | 843,000 | 7,702,000 | |||||||||||
Percentage Of Non Royalty Income | 5.00% | ||||||||||||
Conversion of Stock, Shares Converted | 3,500,000 | 1,500,000 | |||||||||||
Conversion of Stock, Shares Issued | 120,000 | ||||||||||||
Joint Venture Method Investment Ownership Percentage | 60.00% | 62.20% | |||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 0 | $ 946,000 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 33,088 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.70 | ||||||||||||
Management Fees | $ 80,000 | ||||||||||||
Professional Fees | $ 10,000 | ||||||||||||
Accrued Professional Fees | $ 20,000 | ||||||||||||
Conversion of Stock, Amount Converted | $ 3,500,000 | ||||||||||||
Conversion of Stock, Amount Issued | $ 1,000,000 | ||||||||||||
Interest Payable | $ 79,000 | ||||||||||||
Other Assets, Current | 84,000 | 84,000 | $ 131,000 | 84,000 | |||||||||
Series B2 Preferred Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Joint Venture Losses Recognition Criteria, Common Ownership Equity | $ 946,000 | $ 946,000 | |||||||||||
Proceeds From Issuance Of Preferred Stock Before Adjusted Stock Issuance Costs | 1,012,000 | ||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 946,000 | ||||||||||||
Conversion of Stock, Amount Issued | $ 1,000,000 | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 93,458 | 93,458 | |||||||||||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 | ||||||||||||
Series B1 And B2 Preferred Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Joint Venture Method Investment Ownership Percentage | 62.20% | ||||||||||||
Series B1 Preferred Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Joint Venture Losses Recognition Criteria, Common Ownership Equity | $ 946,000 | ||||||||||||
Proceeds From Issuance Of Preferred Stock Before Adjusted Stock Issuance Costs | 1,012,000 | ||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 946,000 | 946,000 | |||||||||||
Payments of Stock Issuance Costs | $ 66,000 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 94,537 | ||||||||||||
Management Fees | $ 300,000 | 300,000 | |||||||||||
Professional Fees | 60,000 | ||||||||||||
Management Fee Expense | 150,000 | 250,000 | |||||||||||
Other Commitment, Due in Second Year | 150,000 | 150,000 | 150,000 | ||||||||||
Accrued Professional Fees | 40,000 | 40,000 | 40,000 | ||||||||||
Other Assets, Current | $ 50,000 | ||||||||||||
Revolving Credit Facility [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Long-term Line of Credit | 1,620,000 | 1,620,000 | 1,620,000 | ||||||||||
Interest Payable | 20,000 | 20,000 | 20,000 | ||||||||||
Common Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Joint Venture Losses Recognition Criteria, Common Ownership Equity | $ 0 | $ 0 | $ 0 | ||||||||||
Preferred Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | 100.00% | ||||||||||
Noncontrolling Interest [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Noncash or Part Noncash Acquisition, Other Liabilities Assumed | $ 667,000 | ||||||||||||
Maximum [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Joint Venture Method Investment Ownership Percentage | 64.00% | ||||||||||||
Minimum [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Joint Venture Method Investment Ownership Percentage | 60.00% | ||||||||||||
Exclusive License Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage Of Royalty Payment | 3.00% | ||||||||||||
Annual Maintenance Payments | $ 25,000 | ||||||||||||
Exclusive License Agreement [Member] | Maximum [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Milestone Payments | 500,000 | ||||||||||||
Royalty Expense | 1,000,000 | ||||||||||||
Exclusive License Agreement [Member] | Minimum [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Milestone Payments | 50,000 | ||||||||||||
Royalty Expense | $ 500,000 | ||||||||||||
Lipimetix [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Joint Venture Investments Common Ownership Units, Co-venture (in shares) | 400,000 | ||||||||||||
Ownership Percentage Co-venture | 40.00% | ||||||||||||
Noncash or Part Noncash Acquisition, Other Liabilities Assumed | $ 667,000 | ||||||||||||
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed) | $ 378,000 | $ 378,000 | |||||||||||
Equity Method Investment, Ownership Percentage | 64.00% | 64.00% | 64.00% | ||||||||||
Lipimetix [Member] | Ownership As Converted [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity Method Investment, Ownership Percentage | 69.75% | 69.75% | 69.75% | 69.75% | |||||||||
Voting Common Ownership Units [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 1,000,000 | ||||||||||||
Non Voting Preferred Ownership Units [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 5,000,000 |
CONVERTIBLE PROMISSORY NOTES 17
CONVERTIBLE PROMISSORY NOTES PAYABLE (Details Textual) - USD ($) | Jul. 14, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 11, 2015 |
Convertible Notes Payable, Noncurrent | $ 1,000,000 | $ 0 | $ 1,000,000 | |
Repayments of Convertible Debt | $ 79,000 | |||
Debt Conversion Converted Instrument Shares Issued percentage | 19.00% | |||
Convertible Notes Payable [Member] | ||||
Convertible Notes Payable, Noncurrent | $ 1,000,000 | |||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% |
AUSTRALIAN REFUNDABLE RESEARC18
AUSTRALIAN REFUNDABLE RESEARCH & DEVELOPMENT CREDIT (Details Textual) - AUD | 1 Months Ended | ||
Mar. 31, 2014 | Sep. 30, 2017 | Dec. 31, 2016 | |
Other Current Assets [Member] | Research Tax Credit Carryforward [Member] | |||
Research And Development Disclosure [Line Items] | |||
Tax Credit Carryforward, Amount | AUD 18,000 | AUD 84,000 | |
Lipimetix Australia Pty Ltd [Member] | Maximum [Member] | |||
Research And Development Disclosure [Line Items] | |||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Research and Development, Percent | 45.00% | ||
Lipimetix Australia Pty Ltd [Member] | Minimum [Member] | |||
Research And Development Disclosure [Line Items] | |||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Research and Development, Percent | 43.50% |
SALE OF COMMON STOCK, SECURED19
SALE OF COMMON STOCK, SECURED LOAN AND PAY OFF OF CONVERTIBLE PROMISSORY NOTES (Details Textual) - USD ($) | Aug. 11, 2017 | Jul. 14, 2017 | Jul. 14, 2017 | Aug. 25, 2016 | Sep. 30, 2017 | Apr. 18, 2017 | Dec. 31, 2016 |
Convertible Notes Payable, Noncurrent | $ 1,000,000 | $ 1,000,000 | $ 0 | $ 1,000,000 | |||
Interest Payable | 79,000 | 79,000 | |||||
Secured Long-term Debt, Noncurrent | 2,159,000 | $ 0 | |||||
Brookstone [Member] | |||||||
Proceeds from Related Party Debt | 3,440,000 | 3,440,000 | |||||
Proceeds From Related Party Debt, Net | 2,074,000 | ||||||
Stock Repurchased During Period, Value | $ 1,102,500 | ||||||
Stock Repurchased During Period, Shares | 13,500,000 | ||||||
Secured Long-term Debt, Noncurrent | $ 2,427,500 | $ 2,427,500 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | |||||
Debt Issuance Costs, Net | $ 79,000 | $ 79,000 | |||||
Amortization of Debt Issuance Costs | 19,000 | ||||||
Unamortized Debt Issuance Expense | $ 268,000 | ||||||
Equity Method Investment, Description of Principal Activities | Brookstone beneficially owns over 20% of the Company’s outstanding common stock and to nominate one candidate for a director position that has been recommended by Brookstone as long as Brookstone beneficially owns over 5% but less than 20% of the Company’s outstanding common stock | ||||||
Brookstone [Member] | Minimum [Member] | |||||||
Beneficial Ownership Percentage | 4.90% | ||||||
Series B2 Preferred Stock [Member] | |||||||
Stock Issued During Period, Shares, Acquisitions | 93,458 | 93,458 | |||||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 |