Notes and loans payable, net of debt discount, current portion

$ 7,257

$ 4,181

5,519

2,739

Notes and loans payable, noncurrent portion

1,738

1,442

Loans Payable [Member]

Convertible Notes Payable [Member]

2,857

April Two Thousand Seventeen Convertible Notes [Member]

^[1]

937

Mablife Notes Payable [Member]

114

Asset Acquisition Payable [Member]

^[2],[3]

387

July 2017 Senior Secured Convertible Promissory Note [Member]

^[4]

4,294

May 2017 Convertible Notes [Member]

^[5]

1,177

July 2017 Convertible Notes [Member]

448

^[6],[7]

$ 3,100

^[6],[7]

September 2017 convertible notes [Member]

^[6],[8]

147

August 2017 convertible note [Member]

^[6],[9]

118

^[6],[10]

$ 572

$ 0

[1]	On November 17, 2016, the Company entered into a securities purchase agreement (“Purchase Ageement”) with HLHW IV, LLC (“Buyer”), pursuant to which Buyer purchased an aggregate principal amount of $1,050,000 of subordinated convertible notes for an aggregate purchase price of $1,000,000 (“Convertible Notes”), representing a principal amount of the Convertible Notes of $1,000,000 plus an original issue discount of 5%, which is $50,000. The Convertible Notes bear interest at a rate of 7.0% per annum, and are payable in arrears on the maturity date of November 17, 2017. The Convertible Notes are convertible into shares of the Company’s common stock at any time from the date of issuance of the Convertible Notes, at a conversion price equal to eighty percent (80%) of the lowest intraday bid price on the date of conversion; provided the lowest intraday bid price on such conversion date is above the lowest closing bid price on the closing date (“Market Price”). In the event that on the conversion date, the lowest intraday bid price is less than the Market Price, then in that instance, the conversion price on that conversion date will be equal to the lowest intraday bid price. On the maturity date, the Company has the option to pay the amount being redeemed, including accrued but unpaid interest, in cash, shares of the Company’s common stock or any combination of cash and shares. In addition, if at any time the lowest intraday bid price falls below $5.00 per share, the holder may elect to redeem up to $350,000 of the outstanding principal, interest and any amounts due under the Convertible Notes; provided, however, the Company may only use the proceeds from the sale of common stock pursuant to the terms of the Common Stock Purchase Agreement, dated November 17, 2016 (“CS Purchase Agreement”) entered into with Buyer to redeem the Convertible Notes. This redemption process may be repeated once every five business days, at the election of Buyer, until the Convertible Notes are fully satisfied. The foregoing notwithstanding, Buyer may convert any or all of these Convertible Notes into shares of the Company’s common stock at any time. The Convertible Notes are subordinated to the Loan Agreement with Hercules Capital. The Purchase Agreement also includes certain of events of default, which at any time after Buyer becomes aware of, may require the redemption of all or any portion of the Convertible Notes by delivery of a written notice to the Company. Each portion of the Convertible Notes subject to redemption shall be redeemed at a price equal to the greater of 18% per annum or the maximum rate permitted under applicable law of the conversion amount being redeemed, together with liquidated damages of $250,000. The Company paid approximately $0.1 million in debt issuance costs and discount in connection with the Purchase Agreement. On December 16, 2016, the Company entered into Amendment No. 1 with Buyer, effective as of December 5, 2016, which amended the Purchase Agreement to provide that in no circumstance shall the conversion price be lower than $2.00 per share of the Company’s common stock. 18 In January 2017, the Company paid Buyer $0.3 million in liquidated damages, which was accrued during the fourth quarter of 2016, for failing to file a Registration Statement within the prescribed time period per the Purchase Agreement. On February 3, 2017, the Company and Buyer entered into Amendment No. 2 to the Purchase Agreement whereby the Company agreed to the redeem the Convertible Note for $1.35 million by March 1, 2017 in full satisfaction of the Convertible Note, which included redemption of the principal balance at 120% of the face amount of the Convertible Note plus accrued interest. The Company recorded $0.3 million in interest expense as the redemption premium during the first quarter of 2017 related to Amendment No. 2 to the Convertible Note. The Company has repaid the outstanding balance of the Convertible Note as of June 30, 2017. Interest expense for the nine months ended September 30, 2017 was $6,000. In addition, during the nine months ended June 30, 2017, the Company recorded to interest expense the remaining $0.1 million in the aggregate of outstanding debt discount, debt issuance costs and original issue discount. On May 30, 2017, the Company agreed to pay a total of $0.4 million of liquidated damages to Buyer no later than June 30, 2017 to settle certain claims of Buyer with respect to the Convertible Notes of which the Company paid $25,000 towards these liquidated damages amount during the nine months ended September 30, 2017. In October, 2017 the Company paid a total of $0.8 million of liquidated damages to Buyer which was accrued to interest expense during the nine months ended September 30, 2017.
[2]	In March 2012, the Company acquired from MabLife SAS (“MabLife”) through an assignment agreement, all rights, titles and interests in and to the patent rights, technology and deliverables related to the anti-Ferritin mAb, AMB8LK, including its nucleotide and protein sequences and its ability to recognize human acid and basic ferritins. The consideration was as follows: (i) $0.6 million payable in six annual installments (one of such installments being an upfront payment made upon execution of the agreement), and (ii) royalties of 0.6% of net sales of any product containing AMB8LK or the manufacture, use, sale, offering or importation of which would infringe on the patent rights with respect to AMB8LK. The Company is required to assign the foregoing rights back to MabLife, if it fails to make any of the required payments, is declared insolvent or bankrupt or terminates the agreement. In February 2014, the parties revised the payment arrangement for the purchase of the original assignment rights. Pursuant to the amendment to the assignment agreement, remaining payments of $0.1 million per year are due each year in 2016 and 2017. In February 2014, the Company acquired from MabLife, through an irrevocable, exclusive, assignment of all rights, titles and interests in and to the secondary patent rights related to the use of anti-ferritin monoclonal antibodies in the treatment of some cancers, nucleotide and protein sequences of an antibody directed against an epitope common to human acidic and basic ferritins, monoclonal antibodies or antibody-like molecules comprising these sequences. As full consideration for the secondary patent rights, the Company will pay a total of $150,000 of which $15,000 and $25,000 was paid in 2014 and 2013, respectively, and $25,000 will be paid on the second through fourth anniversary of the agreement and an additional $35,000 on the fifth anniversary of the agreement. 17 During the first quarter of 2015, MabLife informed the Company that it had filed for bankruptcy. For the nine months ended September 30, 2017 and 2016, the Company recorded $0 and $38,000, respectively, in interest expense. The Company has not paid any amounts to MabLife since the time it received notification of the MabLife bankruptcy. On May 30, 2017, the Company received a summons from the bankruptcy court-liquidator to appear before the commercial court of Evry, France on September 19, 2017 (see Note 11).
[3]	In March 2012, the Company acquired from MabLife SAS (“MabLife”) through an assignment agreement, all rights, titles and interests in and to the patent rights, technology and deliverables related to the anti-Ferritin mAb, AMB8LK, including its nucleotide and protein sequences and its ability to recognize human acid and basic ferritins. The consideration was as follows: (i) $0.6 million payable in six annual installments (one of such installments being an upfront payment made upon execution of the agreement), and (ii) royalties of 0.6% of net sales of any product containing AMB8LK or the manufacture, use, sale, offering or importation of which would infringe on the patent rights with respect to AMB8LK. The Company is required to assign the foregoing rights back to MabLife, if it fails to make any of the required payments, is declared insolvent or bankrupt or terminates the agreement. In February 2014, the parties revised the payment arrangement for the purchase of the original assignment rights. Pursuant to the amendment to the assignment agreement, remaining payments of $0.1 million per year are due each year in 2016 and 2017. In February 2014, the Company acquired from MabLife, through an irrevocable, exclusive, assignment of all rights, titles and interests in and to the secondary patent rights related to the use of anti-ferritin monoclonal antibodies in the treatment of some cancers, nucleotide and protein sequences of an antibody directed against an epitope common to human acidic and basic ferritins, monoclonal antibodies or antibody-like molecules comprising these sequences. As full consideration for the secondary patent rights, the Company will pay a total of $150,000 of which $15,000 and $25,000 was paid in 2014 and 2013, respectively, and $25,000 will be paid on the second through fourth anniversary of the agreement and an additional $35,000 on the fifth anniversary of the agreement. During the first quarter of 2015, MabLife informed the Company that it had filed for bankruptcy. For the nine months ended September 30, 2017 and 2016, the Company recorded $0 and $38,000, respectively, in interest expense. The Company has not paid any amounts to MabLife since the time it received notification of the MabLife bankruptcy. On May 30, 2017, the Company received a summons from the bankruptcy court-liquidator to appear before the commercial court of Evry, France on September 19, 2017 (see Note 11).
[4]	In conjunction with the Asset Purchase Agreement with Meda described in Note 5, the Company agreed to pay a fixed consideration of $5.0 million payable in installments over a three-year period as follows: $1.5 million on the earlier of: (1) described in Notes, the successful transfer of all of the marketing authorizations for the product to the Company; or (2) the date which is six months after the Completion Date (as defined in the Asset Purchase Agreement); $1.5 million on the first anniversary of the Completion Date (as defined in the Asset Purchase Agreement); $1.0 million on the second anniversary of the Completion Date; and $1.0 million on the third anniversary of the Completion Date. The Company recorded current and long-term debt of $2.6 million and $1.6 million, respectively, representing the amount due to Meda calculated on a present value basis (see Notes 5 and Note 13).
[5]	On July 7, 2017 the Company, Immune Pharmaceuticals USA Corp, (together with the Company, the “Borrower”), (“Hercules”) and certain subsidiaries of the Company, as guarantors, entered into an Assignment Agreement (the “Assignment Agreement”) with MEF whereby Hercules assigned to MEF the existing amount outstanding under the Loan Agreement dated as of July 29, 2015, as further evidenced by a Secured Term Promissory Note that was issued by Borrower to Hercules on July 29, 2015 (the “2015 Note” and together with the 2015 Note and the Loan Agreement, the “Securities”). In addition, on the closing date, the Company and MEF entered into an Exchange Agreement (the “Exchange Agreement”) whereby the Company issued to MEF a senior secured convertible promissory note with a principal amount of $3.0 million (the “Exchange Note”) in exchange for the Securities. The Exchange Note is convertible, at the option of the holder, into shares of our common stock at a per share price of $2.95, subject to adjustment as provided in the Exchange Note, but in no event to a conversion price lower than $1.00 per share, and subject to a total beneficial ownership limitation of 4.99% of our issued and outstanding common stock, which limit may be increased to 9.99% upon not less than 61 days’ prior notice. The Exchange Note has a maturity date that is one year from the closing date, which maturity date may be accelerated, at the option of the holder, upon the occurrence of an Event of Default (as defined in the Exchange Note). Commencing on the date of issuance and continuing for 11 months thereafter, the Company is obligated to redeem one-twelfth (1/12th) of the face amount of the Exchange Note and interest accrued thereon. At the Company’s option, each redemption payment may be made in whole or in part, in cash, in an amount equal to the Amortization Payment (as defined in the Exchange Note) multiplied by one hundred fifteen percent (115%) or in common stock, at the Amortization Conversion Rate (as defined in the Exchange Note) so long as the Company is in compliance with the Equity Conditions (as defined in the Exchange Note). The holder has the option to accelerate each Amortization Payment in up to three separate payments and demand the payments in shares of common stock at the Amortization Conversion Rate. So long as the Exchange Note remains outstanding or the holder holds any Conversion Shares (as defined in the Exchange Note), the Company may not enter into any financing transaction pursuant to which it sells its securities at a price lower than $1.00 per share without the written consent of the holder. On August 24, 2017, in exchange for the waiver of certain rights held by MEF and the consent of MEF to allow the Company to sell and issue the August 2017 Convertible Notes, the Company agreed to reduce the Floor Price of the Exchange Note from $1.25 to $0.75 (see 6 below). As of October 22, 2017, MEF converted approximately $2.2 million of aggregate principal and accrued interest into 1,991,864 shares of our common stock. In connection with the closing of the public offering completed by the Company on October 23, 2017 (see Note 15), the Company paid MEF $1.4 million which sum represented the remaining aggregate principal and accrued interest on the Exchange Note of $1.2 million and a cash redemption fee of $0.2 million directly from the proceeds of the offering. The Company concluded that the assignment and debt exchange should be accounted for as an extinguishment of debt as the assignment and exchange from one lender (Hercules) to another lender (MEF) would be an extinguishment of debt because the Company is released of its obligation by Hercules and new debt was issued by MEF. At the date of assignment July 7, 2017, the Company calculated the fair value of the debt based on the principal of approximately $3.0 million and guaranteed interest of $0.4 million for a total of $3.4 million. The fair value of the debt of the 83.5% conversion discount was calculated to be $1.1 million. The conversion price is equal to the lower of $2.80 per share or 83.5% of the lowest trading price of the Common Stock during the 15 trading days immediately preceding conversion. At the date of the assignment and debt exchange of July 7, 2017, the Company recorded $3.4 million and $1.1 million conversion discount to debt for a total of $4.5 million. The Company recorded the difference of $1.1 million between the fair value of the debt of $4.0 million and the net carrying amount of the extinguished debt of $3.5 million as a loss on extinguishment of debt in the condensed consolidated statements of operations. The Company concluded that any change to the fair value in relation to the change in floor price would not be material to the condensed consolidated financial statements for the three and nine months ended September 30, 2017.
[6]	In October, 2017 subsequent to the closing of the public offering, the Company repaid these Notes (see Note 15).
[7]	On May 4, 2017, the Company entered into a securities purchase agreement (the “May 2017 Purchase Agreement”), with several institutional investors (the “Investors”) in a multi-tranche private placement of up to $3.4 million of convertible notes (the “May 2017 Convertible Notes”). The initial sale of the notes in the May 2017 Convertible Notes closed on May 9, 2017, resulting in the issuance of convertible notes with a principal balance of $2.0 million and gross proceeds to the Company of $1.6 million. In connection with this initial closing, the Investors received an additional aggregate of 361,455 shares of the Company’s common stock. On May 22, 2017, a subsequent closing which resulted in the issuance of convertible notes with a principal balance of $360,000 and gross proceeds to the Company of $0.3 million. In connection with this subsequent closing, the Investors received an additional 60,000 shares of the Company’s common stock valued. In total, the Company issued notes with a principal balance of $2.3 million and original issue discount of $0.4 million. The gross proceeds from the May 2017 Convertible Notes were $1.8 million and after the payment of placement agent fees, attorneys and other expenses of $0.2 million, the Company received net proceeds of $1.6 million. The Company issued a total of 421,555 shares which were recorded using the allocated fair value method and the Company recorded the fair value of $0.6 million for the issuance of the shares to Original Issue Discount. The May 2017 Convertible Notes are due and payable upon the earlier of (a) November 9, 2017 and (b) the closing by the Company of one or more subsequent financings with gross proceeds to the Company equal to at least $5,000,000 in the aggregate. The holders of the May 2017 Convertible Notes have the option to extend the maturity date of the note through February 7, 2018. The May 2017 Convertible Notes are subordinated to the indebtedness of Hercules Capital, Inc. (“Hercules”), pursuant to the Loan and Security Agreement entered into on July 29, 2015 by and between the Company and Hercules. The principal amount available of $1.6 million of May 2017 Convertible Notes were initially issuable to the Investors in subsequent closings linked to the achievement of certain milestones. On June 29, 2017, the Company entered into a letter agreement with the Investors and waived the right to issue the May 2017 Convertible Notes issuable in the subsequent closings and agreed to return to the Investors the remaining subscription amounts held in escrow on a pro rata basis relative to each Purchasers’ investment. Accordingly, no further shares of common stock will be issued in connection with the May 2017 Convertible Notes. In consideration of the foregoing, the Investors agreed to amend Section 4(e) of the May 2017 Convertible Notes to provide that the Issuable Maximum (as defined in the May 2017 Convertible Notes) shall not exceed 9.99% (rather than 19.99%) of the number of shares of common stock outstanding on the trading day immediately preceding the date of the May 2017 Purchase Agreement. Pursuant to the May 2017 Convertible Notes agreements, if the Company has not filed a S-1 registration statement for a follow-on offering within 25 days of May 9, 2017 or by June 3, 2017, the May 2017 Convertible Notes would be immediately due at the Mandatory Default Amount, which is 140% of the outstanding principal amount of the note plus 100% accrued interest and unpaid interest, and all other amounts, costs, expenses and liquidated damages due. Additionally, interest on the Notes would accrue daily at an interest rate of 2% per month on the then outstanding principal amount. The holder may also to elect to convert all or any portion of the remaining principal amount into shares of common stock at price per share equal to the lowest daily VWAP for the 15 days prior to conversion but in no event, shall the conversion price fall below $1.00. The Company filed the S-1 Registration Statement on June 30, 2017. As of June 30, 2017, the Company accrued the Mandatory Default Amount of $1.0 million to interest expense of which $0.9 million represents an additional 40% of principal and $60,000 represents interest at a rate of 2% per month on the outstanding principal including the additional 40%. On August 24, 2017, in exchange for the waiver of certain rights (“Waiver”) held by the holders of the May 2017 Convertible Notes and the consent of those holders to allow the Company to issue and sell the August 2017 Convertible Notes, we agreed to reduce the conversion price in the May 2017 Convertible Notes from $2.89 to $1.30. In addition, Section 4(e) of the May 2017 Convertible Notes was amended to provide that the Issuable Maximum shall not exceed 19.99% (rather than 9.99%) of the number of shares of common stock outstanding on the trading day immediately preceding the date of the May 2017 Purchase Agreement. In addition, the Investors waived any and all rights and remedies pursuant to any Events of Default that existed pursuant the May 2017 Convertible Notes. As a result, during the three months ended September 30, 2017, the Company reversed the accrual of the Mandatory Default Amount of $1.0 million to interest expense which was initially recorded in the three months ended June 30, 2017. The change in the fair value of the reduction in the initial conversion price from $2.89 to $1.30 is greater than 10 percent of the carrying amount of the May 2017 Convertible Notes, the change in the conversion price is considered to be an extinguishment of debt. The Company recorded $1.5 million extinguishment of debt to additional paid in capital in the consolidated financial statements as of and for the three months ended September 30, 2017. In addition, the Company expensed the unamortized balance of $0.4 million of the original issue discount for the May 2017 Convertible Notes. As of September 30, 2017, a majority of the May 2017 Convertible Notes representing repayment of principal balance of $1.85 million converted into 1,409,946 shares of the Company’s common stock. As of September 30, 2017, $0.5 million of the May 2017 Convertible Notes remained outstanding. In October, 2017, subsequent to the closing of the public offering completed by the Company (see Note 15), the Company repaid the remaining $0.5 million outstanding of the May 2017 Convertible Notes.
[8]	On July 17, 2017, we entered into an agreement in principle with Carmelit 9 Nehassim Ltd (“Carmelit”) for the sale of $0.3 million of original issue discount convertible notes (“Carmelit Note”) for net proceeds of $0.25 million ($50,000 Original Issue Discount) which are convertible into shares of our common stock upon shareholder approval. The proposed terms of the debentures are as follows: the debentures are convertible into an aggregate of 101,695 shares of our common stock based upon a conversion price of $2.95 per share, which conversion price is subject to adjustment. Notwithstanding the foregoing, in no event shall the conversion price fall below $1.00 per share. The debentures are due and payable upon the earlier of (a) January 17, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $5,000,000 in the aggregate. The holder of the debentures has the option to extend the maturity date of the debentures through October 17, 2018. The debentures are subordinated to the indebtedness held by MEF. Pursuant to the terms of a proposed securities purchase agreement, Carmelit will receive 75,000 shares of our common stock subject to approval by shareholders of the Company. The transaction was consummated on August 24, 2017. In October 2017, subsequent to the closing of the public offering completed by the Company (see Note 15), the Company repaid the $0.3 million Carmelit Note. The 75,000 shares to be issued to Carmelit are accounted for as a derivative under ASC 815 as shareholder approval is not within the entity’s control and could require net-cash settlement. As a result, these shares would be classified as a liability in the condensed consolidated financial statements, recorded at fair value and marked to market as of September 30, 2017 and continued to be marked to market until the shares are issued upon shareholder approval. These additional 75,000 shares to be issued to the investors have a fair value of $0.2 million based on the closing stock on July 17, 2017 with an offset to debt discount on the debt. Since these shares remain unissued as of September 30, 2017, the Company marked the liability to market (as they will have to give 75,000 shares, regardless of the value at the date of issuance). As such, the Company has marked to market this liability to $0.1 million as of September 30, 2017. As a result, the Company recorded a gain of $0.1 million in the condensed consolidated financial statements as of September 30, 2017.
[9]	In September 2017, the Company entered into a securities purchase agreement with certain institutional investors for the sale of $149,500 in aggregate principal amount of original issue discount convertible debentures for proceeds of $114,500 (the “September 2017 Convertible Notes”) which will not be convertible until the Company obtains shareholder approval for any such conversions. At that time, the September 2017 Convertible Notes will be convertible into shares of our common stock at a conversion price of $1.75 per share, subject to adjustment, but in no event may the conversion price fall below $1.00. The September 2017 Convertible Notes are subordinated to the indebtedness held by MEF and the indebtedness evidenced by the August Convertible Notes. The September 2017 Convertible Notes matured upon the closing of a public offering by the Company. The September 2017 Convertible Notes matured upon the closing of the public offering completed by the Company (see Note 15). In October 2017, subsequent to the closing of the public offering completed by the Company, the Company repaid the September 2017 Convertible Notes. The Company recorded a debt discount of $35,000 in conjunction with the September Notes.
[10]	On August 24, 2017, we entered into a securities purchase agreement with certain institutional investors for the sale of $858,000 in aggregate principal amount of original issue discount convertible debentures (the “August 2017 Convertible Notes”) which will not be convertible until we obtain shareholder approval for any such conversions. At that time, the August 2017 Convertible Notes will be convertible into shares of our common stock at a conversion price of $1.75 per share, subject to adjustment, but in no event may the conversion price fall below $1.00. The transaction closed on August 30, 2017. The Company received proceeds, before deducting fees and expenses, of $660,000 and an original issue discount of $0.2 million. The August 2017 Convertible Notes are subordinated to the indebtedness held by MEF. The August Convertible Notes are due and payable upon the earlier of (a) February 28, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $3.0 million in the aggregate. The holder of the August 2017 Convertible Notes has the option to extend the maturity date through May 28, 2018. Pursuant to the August 2017 Convertible Notes, the Company is obligated to file with the Commission a registration statement on Form S-1 for the issuance by the Company of securities in a follow-on offering within fifteen (15) days after the date of issuance of the August 2017 Convertible Notes. The Company filed the S-1 registration statement within the 15 days after the issuance of the August Convertible Notes. The Company incurred debt issuance costs of $0.1 million in connection with the August 2017 Convertible Notes. The Company recorded amortization expense of $57,000 related to the amortization of the original issue discount and debt issuance costs for the August Convertible Notes for the three months ended September 30, 2017. Also, in exchange for the waiver of certain rights held by MEF and the consent of MEF to allow the Company to issue and sell the August 2017 Convertible Notes, we agreed to reduce the Floor Price of the Exchange Note from $1.25 to $0.75. Also, we agreed to reduce the minimum Conversion Price of the April 2017 Convertible Note that EMA assigned to MEF from $1.00 to $0.75. The August 2017 Convertible Notes matured upon the consummation of the public offering completed by the Company (see Note 15). In October, 2017, subsequent to the closing of the public offering completed by the Company, the Company repaid the August 2017 Convertible Notes (see Note 15).

XML 47 R36.htm IDEA: XBRL DOCUMENT

NOTES AND LOANS PAYABLE (Details 1) $ in Thousands	Sep. 30, 2017 USD ($)
Period Ending June 30,
2017	$ 6,037
2018	16
2019	1,722
Total	$ 7,775

XML 48 R37.htm IDEA: XBRL DOCUMENT

NOTES AND LOANS PAYABLE (Details Textual) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

9 Months Ended

Nov. 14, 2017

Jul. 10, 2017

Jul. 07, 2017

May 04, 2017

May 03, 2017

Apr. 10, 2017

Feb. 03, 2017

Nov. 17, 2016

Oct. 31, 2017

Oct. 23, 2017

Oct. 22, 2017

Sep. 30, 2017

Aug. 24, 2017

Jul. 17, 2017

May 30, 2017

May 22, 2017

Jan. 31, 2017

Nov. 30, 2016

Jul. 29, 2015

Sep. 30, 2017

Jun. 30, 2017

Sep. 30, 2016

Jun. 30, 2017

Sep. 30, 2017

Sep. 30, 2016

Jul. 31, 2017

Dec. 31, 2016

Dec. 05, 2016

Feb. 28, 2014

Feb. 28, 2013

Mar. 31, 2012

$ 2,064,000

$ 463,000

$ 1,440,000

$ 291,000

4,637,000

1,002,000

Debt Instrument, Additional Borrowings

154,000

Term Charge Description

1,300,000

100,000

500,000

200,000

Proceeds From Convertible Debt, One

$ 7,257,000

7,257,000

$ 4,181,000

1,579,000

Stock Issued During Period, Value, Conversion of Convertible Securities

574,000

Conversion of Stock, Amount Converted

16,881,000

Gains (Losses) on Extinguishment of Debt

(2,145,000)

Proceeds From Convertible Debt Two

245,000

Repayments of Convertible Debt

1,350,000

Derivative Liability

$ 180,000

180,000

Gain (Loss) on Sale of Derivatives

100,000

Proceeds From Convertible Debt Four

115,000

Change in Unrealized Gain (Loss) on Fair Value Hedging Instruments

$ 95,000

(7,964,000)

$ 95,000

(8,656,000)

Maximum [Member]

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 200.00

Minimum [Member]

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 9.40

HLHW IV, LLC [Member]

Adjustments to Additional Paid in Capital, Warrant Issued

$ 180,000

Carmelit 9 Nehassim Ltd [Member]

$ 35,000

$ 100,000

Debt Conversion, Convertible Instrument, Additional Shares Issuable Upon Approval of Shareholders

$ 150,000

75,000

Derivative Liability

$ 200,000

Derivative Liability, Current

$ 100,000

Change in Unrealized Gain (Loss) on Fair Value Hedging Instruments

100,000

Hercules Technology Growth Capital, Inc. [Member]

Debt Instrument, Maturity Date

4,000

100,000

$ 100,000

300,000

Sep. 01, 2018

Debt Instrument, Interest Rate Terms

$ 4,500,000

interest rate on the Hercules Loan is calculated at the greater of 10% or the prime rate plus 5.25%.

Debt Instrument, Annual Principal Payment

$ 900,000

900,000

800,000

$ 900,000

800,000

Repayments of Long-term Debt

$ 600,000

2,400,000

Loan Agreement [Member]

Meda Pharma SARL [Member]

$ 36,000

$ 100,000

200,000

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt

15.00%

$ 2,600,000

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt

1,700,000

Fixed Consideration Payable In Installments Over Three Year Period

$ 5,000,000

5,000,000

$ 5,000,000

Fixed Consideration Payable in Installments over Three Year Period, Description

Mablife Notes Payable [Member]

Subordinated Convertible Notes [Member] | HLHW IV, LLC [Member]

$ 0

$ 38,000

7.00%

Debt Instrument, Unamortized Discount Percentage

6,000

5.00%

$ 1,050,000

1,000,000

Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger

$ 50,000

80.00%

Debt Instrument, Redemption, Description

Payments of Debt Extinguishment Costs

$ 2.00

$ 300,000

Debt Instrument, Repurchase Amount

$ 1,350,000

Debt Instrument, Redemption Price, Percentage

120.00%

Amortization of Debt Issuance Costs and Discounts

100,000

Subordinated Convertible Notes [Member] | HLHW IV, LLC [Member] | Amendment No.2 [Member]

Subordinated Convertible Notes [Member] | HLHW IV, LLC [Member] | Debt Instrument, Redemption, Period Two [Member]

$ 300,000

Debt Instrument, Redemption, Description

Loss Contingency Accrual

$ 400,000

Loss Contingency, Damages Paid, Value

$ 25,000

Subordinated Convertible Notes [Member] | HLHW IV, LLC [Member] | April 2017 Convertible Notes [Member]

Repayments of Secured Debt

25.00%

6.00%

0.00%

25.00%

0.00%

$ 121,000

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 607,000

$ 4.00

$ 105,000

$ 175,000

Debt Instrument, Unamortized Discount Percentage

10.00%

154,000

$ 525,000

123,000

450,000

97,000

280,000

$ 280,000

Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger

$ 31,000

$ 50,000

24,000

85,000

65.00%

75.00%

Debt Instrument, Redemption, Description

Debt Instrument Origination Fee, Percentage

$ 2.80

5.00%

0.00%

Debt Instrument For Origination Fee

$ 25,000

55,000

Debt Instrument After Payment For Attorney Fees

7,000

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number

83,333

Adjustments to Additional Paid in Capital, Warrant Issued

$ 180,000

Debt Instrument Attorney Fee Percentage

$ 105,000

$ 180,000

6.00%

Subordinated Convertible Notes [Member] | HLHW IV, LLC [Member] | April 2017 Convertible Notes [Member] | Maximum [Member]

Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger

135.00%

Subordinated Convertible Notes [Member] | HLHW IV, LLC [Member] | April 2017 Convertible Notes [Member] | Minimum [Member]

Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger

125.00%

Subordinated Convertible Notes [Member] | HLHW IV, LLC [Member] | May 2017 Convertible Notes [Member]

40.00%

$ 60,000

Debt Instrument, Interest Rate Terms

$ 1,600,000

5,000,000

$ 300,000

Unamortized Debt Issuance Expense

$ 400,000

2,000,000

Amortization Of Financing Costs

$ 3,400,000

$ 1,600,000

$ 900,000

Debt Conversion, Converted Instrument, Warrants or Options Issued

361,455

60,000

Gross Proceeds From Convertible Debt, One

$ 1,800,000

Proceeds From Convertible Debt, One

200,000

$ 1,600,000

Stock Issued During Period, Shares, Conversion of Convertible Securities

421,555

Stock Issued During Period, Value, Conversion of Convertible Securities

$ 600,000

Debt Default, Short-term Debt, Amount

$ 1,000,000

Debt Instrument Interest Rate Per Month Percentage

2.00%

Debt Instrument, Convertible, Terms of Conversion Feature

Subordinated Convertible Notes [Member] | HLHW IV, LLC [Member] | May 2017 Convertible Notes [Member] | Maximum [Member]

Subordinated Convertible Notes [Member] | HLHW IV, LLC [Member] | May 2017 Convertible Notes [Member] | Minimum [Member]

2,300,000

May 2017 Convertible Notes [Member]

$ 360,000

0.8

1,200,000

500,000

1,860,000

448,000

^[1],[2]

$ 3,100,000

448,000

^[1],[2]

448,000

^[1],[2]

$ 0

^[1],[2]

Debt Instrument, Convertible, Terms of Conversion Feature

$ 3,800,000

Repayments of Long-term Debt

$ 500,000

Gains (Losses) on Extinguishment of Debt

700,000

Debt Conversion, Converted Instrument, Shares Issued

1,409,946

May 2017 Convertible Notes [Member] | Maximum [Member]

May 2017 Convertible Notes [Member] | Minimum [Member]

$ 2.89

July 2017 Senior Secured Convertible Promissory Note [Member]

1.30

^[3]

$ 1,177,000

1,177,000

3,000,000

2,200,000

Conversion of Stock, Amount Converted

3,400,000

600,000

$ 600,000

3,400,000

Debt Conversion, Converted Instrument, Shares Issued

1,991,864

Interest Payable

400,000

Debt Instrument, Revised Fair Value

3,400,000

Extinguishment of Debt, Amount

$ 2,600,000

Debt Instrument, Convertible, Conversion Price Description

The conversion price is equal to the lower of $2.80 per share or 83.5% of the lowest trading price of the Common Stock during the 15 trading days immediately preceding conversion.

July 2017 Senior Secured Convertible Promissory Note [Member] | Maximum [Member]

Shares Potentially Issuable Upon Conversion of Convertible Notes, Floor Price

1.00

1.25

July 2017 Senior Secured Convertible Promissory Note [Member] | Minimum [Member]

Shares Potentially Issuable Upon Conversion of Convertible Notes, Floor Price

0.75

0.75

July 2017 Senior Secured Convertible Promissory Note [Member] | MEF [Member]

3,000,000

$ 3,000,000

Exchange Note Convertible Option Description

$ 2.95

April Two Thousand Seventeen Convertible Notes [Member]

300,000

114,000

$ 114,000

Gains (Losses) on Extinguishment of Debt

$ 400,000

400,000

100,000

Debt Conversion, Converted Instrument, Shares Issued

310,850

Extinguishment of Debt, Amount

300,000

Debt Instrument, Convertible, Conversion Price Description

conversion price equal to the lower of $2.80 or sixty-five percent (65%) of the lowest trading price of the Company’s common stock during 15 trading days immediately preceding a Conversion Date.

April Two Thousand Seventeen Convertible Notes [Member] | MEF I, L.P [Member]

April Two Thousand Seventeen Convertible Notes [Member] | MEF I, L.P [Member] | Maximum [Member]

$ 400,000

Shares Potentially Issuable Upon Conversion of Convertible Notes, Floor Price

1.00

1.25

April Two Thousand Seventeen Convertible Notes [Member] | MEF I, L.P [Member] | Minimum [Member]

Shares Potentially Issuable Upon Conversion of Convertible Notes, Floor Price

0.75

$ 0.75

July 2017 Convertible Notes [Member]

42,000

Proceeds From Convertible Debt Two

^[1],[4]

$ 147,000

147,000

250,000

July 2017 Convertible Notes [Member] | Carmelit 9 Nehassim Ltd [Member]

300,000

Debt Conversion, Convertible Instrument, Shares Issuable Upon Term of Debentures

$ 50,000

101,695

Debt Conversion, Convertible Instrument, Additional Shares Issuable Upon Approval of Shareholders

75,000

Repayments of Convertible Debt

$ 300,000

Debt Instrument, Maturity Date, Description

July 2017 Convertible Notes [Member] | Carmelit 9 Nehassim Ltd [Member] | Maximum [Member]

July 2017 Convertible Notes [Member] | Carmelit 9 Nehassim Ltd [Member] | Minimum [Member]

$ 2.95

August 2017 Convertible Notes [Member]

$ 1.00

August 2017 Convertible Notes [Member] | Institutional Investors [Member]

57,000

$ 100,000

858,000

Amortization of Debt Issuance Costs and Discounts

$ 200,000

57,000

Debt Instrument, Maturity Date, Description

Proceeds From Convertible Debt Three Before Deducting Fees and Expenses

$ 660,000

August 2017 Convertible Notes [Member] | Maximum [Member] | Institutional Investors [Member]

August 2017 Convertible Notes [Member] | Minimum [Member] | Institutional Investors [Member]

$ 1.75

September 2017 convertible notes [Member]

$ 1.00

2,000

^[1],[5]

118,000

September 2017 convertible notes [Member] | Institutional Investors [Member]

35,000

Proceeds From Convertible Debt Four

$ 149,500

149,500

$ 114,500

September 2017 convertible notes [Member] | Maximum [Member] | Institutional Investors [Member]

September 2017 convertible notes [Member] | Minimum [Member] | Institutional Investors [Member]

$ 1.75

Asset Acquisition Payable [Member]

$ 1.00

$ 76,000

Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net

^[6]

$ 4,294,000

4,294,000

$ 4,294,000

$ 0

$ 700,000

Mablife [Member]

Royalty Rate Percent of Net Sales

Loans Payable

$ 600,000

0.60%

Purchase Obligation, Due in Fourth Year

$ 25,000

Purchase Obligation, Due in Fifth Year

35,000

Mablife [Member] | Secondary Patent Rights [Member]

Purchase Obligation, Due in Second Year

15,000

Purchase Obligation, Due in Third Year

$ 25,000

Purchase Obligation

$ 150,000

Subsequent Event [Member] | Subordinated Convertible Notes [Member] | HLHW IV, LLC [Member] | Debt Instrument, Redemption, Period Two [Member]

Loss Contingency, Damages Paid, Value

$ 800,000

Subsequent Event [Member] | July 2017 Senior Secured Convertible Promissory Note [Member] | MEF I, L.P [Member]

$ 1,200,000

Subsequent Event [Member] | April Two Thousand Seventeen Convertible Notes [Member]

$ 200,000

Debt Conversion, Converted Instrument, Shares Issued

$ 100,000

151,473

Subsequent Event [Member] | July 2017 Convertible Notes [Member]

Repayments of Notes Payable

$ 1,200,000

1,400,000

Debt Instrument, Fee Amount

$ 200,000

[1]	In October, 2017 subsequent to the closing of the public offering, the Company repaid these Notes (see Note 15).
[2]	On May 4, 2017, the Company entered into a securities purchase agreement (the “May 2017 Purchase Agreement”), with several institutional investors (the “Investors”) in a multi-tranche private placement of up to $3.4 million of convertible notes (the “May 2017 Convertible Notes”). The initial sale of the notes in the May 2017 Convertible Notes closed on May 9, 2017, resulting in the issuance of convertible notes with a principal balance of $2.0 million and gross proceeds to the Company of $1.6 million. In connection with this initial closing, the Investors received an additional aggregate of 361,455 shares of the Company’s common stock. On May 22, 2017, a subsequent closing which resulted in the issuance of convertible notes with a principal balance of $360,000 and gross proceeds to the Company of $0.3 million. In connection with this subsequent closing, the Investors received an additional 60,000 shares of the Company’s common stock valued. In total, the Company issued notes with a principal balance of $2.3 million and original issue discount of $0.4 million. The gross proceeds from the May 2017 Convertible Notes were $1.8 million and after the payment of placement agent fees, attorneys and other expenses of $0.2 million, the Company received net proceeds of $1.6 million. The Company issued a total of 421,555 shares which were recorded using the allocated fair value method and the Company recorded the fair value of $0.6 million for the issuance of the shares to Original Issue Discount. The May 2017 Convertible Notes are due and payable upon the earlier of (a) November 9, 2017 and (b) the closing by the Company of one or more subsequent financings with gross proceeds to the Company equal to at least $5,000,000 in the aggregate. The holders of the May 2017 Convertible Notes have the option to extend the maturity date of the note through February 7, 2018. The May 2017 Convertible Notes are subordinated to the indebtedness of Hercules Capital, Inc. (“Hercules”), pursuant to the Loan and Security Agreement entered into on July 29, 2015 by and between the Company and Hercules. The principal amount available of $1.6 million of May 2017 Convertible Notes were initially issuable to the Investors in subsequent closings linked to the achievement of certain milestones. On June 29, 2017, the Company entered into a letter agreement with the Investors and waived the right to issue the May 2017 Convertible Notes issuable in the subsequent closings and agreed to return to the Investors the remaining subscription amounts held in escrow on a pro rata basis relative to each Purchasers’ investment. Accordingly, no further shares of common stock will be issued in connection with the May 2017 Convertible Notes. In consideration of the foregoing, the Investors agreed to amend Section 4(e) of the May 2017 Convertible Notes to provide that the Issuable Maximum (as defined in the May 2017 Convertible Notes) shall not exceed 9.99% (rather than 19.99%) of the number of shares of common stock outstanding on the trading day immediately preceding the date of the May 2017 Purchase Agreement. Pursuant to the May 2017 Convertible Notes agreements, if the Company has not filed a S-1 registration statement for a follow-on offering within 25 days of May 9, 2017 or by June 3, 2017, the May 2017 Convertible Notes would be immediately due at the Mandatory Default Amount, which is 140% of the outstanding principal amount of the note plus 100% accrued interest and unpaid interest, and all other amounts, costs, expenses and liquidated damages due. Additionally, interest on the Notes would accrue daily at an interest rate of 2% per month on the then outstanding principal amount. The holder may also to elect to convert all or any portion of the remaining principal amount into shares of common stock at price per share equal to the lowest daily VWAP for the 15 days prior to conversion but in no event, shall the conversion price fall below $1.00. The Company filed the S-1 Registration Statement on June 30, 2017. As of June 30, 2017, the Company accrued the Mandatory Default Amount of $1.0 million to interest expense of which $0.9 million represents an additional 40% of principal and $60,000 represents interest at a rate of 2% per month on the outstanding principal including the additional 40%. On August 24, 2017, in exchange for the waiver of certain rights (“Waiver”) held by the holders of the May 2017 Convertible Notes and the consent of those holders to allow the Company to issue and sell the August 2017 Convertible Notes, we agreed to reduce the conversion price in the May 2017 Convertible Notes from $2.89 to $1.30. In addition, Section 4(e) of the May 2017 Convertible Notes was amended to provide that the Issuable Maximum shall not exceed 19.99% (rather than 9.99%) of the number of shares of common stock outstanding on the trading day immediately preceding the date of the May 2017 Purchase Agreement. In addition, the Investors waived any and all rights and remedies pursuant to any Events of Default that existed pursuant the May 2017 Convertible Notes. As a result, during the three months ended September 30, 2017, the Company reversed the accrual of the Mandatory Default Amount of $1.0 million to interest expense which was initially recorded in the three months ended June 30, 2017. The change in the fair value of the reduction in the initial conversion price from $2.89 to $1.30 is greater than 10 percent of the carrying amount of the May 2017 Convertible Notes, the change in the conversion price is considered to be an extinguishment of debt. The Company recorded $1.5 million extinguishment of debt to additional paid in capital in the consolidated financial statements as of and for the three months ended September 30, 2017. In addition, the Company expensed the unamortized balance of $0.4 million of the original issue discount for the May 2017 Convertible Notes. As of September 30, 2017, a majority of the May 2017 Convertible Notes representing repayment of principal balance of $1.85 million converted into 1,409,946 shares of the Company’s common stock. As of September 30, 2017, $0.5 million of the May 2017 Convertible Notes remained outstanding. In October, 2017, subsequent to the closing of the public offering completed by the Company (see Note 15), the Company repaid the remaining $0.5 million outstanding of the May 2017 Convertible Notes.
[3]	On July 7, 2017 the Company, Immune Pharmaceuticals USA Corp, (together with the Company, the “Borrower”), (“Hercules”) and certain subsidiaries of the Company, as guarantors, entered into an Assignment Agreement (the “Assignment Agreement”) with MEF whereby Hercules assigned to MEF the existing amount outstanding under the Loan Agreement dated as of July 29, 2015, as further evidenced by a Secured Term Promissory Note that was issued by Borrower to Hercules on July 29, 2015 (the “2015 Note” and together with the 2015 Note and the Loan Agreement, the “Securities”). In addition, on the closing date, the Company and MEF entered into an Exchange Agreement (the “Exchange Agreement”) whereby the Company issued to MEF a senior secured convertible promissory note with a principal amount of $3.0 million (the “Exchange Note”) in exchange for the Securities. The Exchange Note is convertible, at the option of the holder, into shares of our common stock at a per share price of $2.95, subject to adjustment as provided in the Exchange Note, but in no event to a conversion price lower than $1.00 per share, and subject to a total beneficial ownership limitation of 4.99% of our issued and outstanding common stock, which limit may be increased to 9.99% upon not less than 61 days’ prior notice. The Exchange Note has a maturity date that is one year from the closing date, which maturity date may be accelerated, at the option of the holder, upon the occurrence of an Event of Default (as defined in the Exchange Note). Commencing on the date of issuance and continuing for 11 months thereafter, the Company is obligated to redeem one-twelfth (1/12th) of the face amount of the Exchange Note and interest accrued thereon. At the Company’s option, each redemption payment may be made in whole or in part, in cash, in an amount equal to the Amortization Payment (as defined in the Exchange Note) multiplied by one hundred fifteen percent (115%) or in common stock, at the Amortization Conversion Rate (as defined in the Exchange Note) so long as the Company is in compliance with the Equity Conditions (as defined in the Exchange Note). The holder has the option to accelerate each Amortization Payment in up to three separate payments and demand the payments in shares of common stock at the Amortization Conversion Rate. So long as the Exchange Note remains outstanding or the holder holds any Conversion Shares (as defined in the Exchange Note), the Company may not enter into any financing transaction pursuant to which it sells its securities at a price lower than $1.00 per share without the written consent of the holder. On August 24, 2017, in exchange for the waiver of certain rights held by MEF and the consent of MEF to allow the Company to sell and issue the August 2017 Convertible Notes, the Company agreed to reduce the Floor Price of the Exchange Note from $1.25 to $0.75 (see 6 below). As of October 22, 2017, MEF converted approximately $2.2 million of aggregate principal and accrued interest into 1,991,864 shares of our common stock. In connection with the closing of the public offering completed by the Company on October 23, 2017 (see Note 15), the Company paid MEF $1.4 million which sum represented the remaining aggregate principal and accrued interest on the Exchange Note of $1.2 million and a cash redemption fee of $0.2 million directly from the proceeds of the offering. The Company concluded that the assignment and debt exchange should be accounted for as an extinguishment of debt as the assignment and exchange from one lender (Hercules) to another lender (MEF) would be an extinguishment of debt because the Company is released of its obligation by Hercules and new debt was issued by MEF. At the date of assignment July 7, 2017, the Company calculated the fair value of the debt based on the principal of approximately $3.0 million and guaranteed interest of $0.4 million for a total of $3.4 million. The fair value of the debt of the 83.5% conversion discount was calculated to be $1.1 million. The conversion price is equal to the lower of $2.80 per share or 83.5% of the lowest trading price of the Common Stock during the 15 trading days immediately preceding conversion. At the date of the assignment and debt exchange of July 7, 2017, the Company recorded $3.4 million and $1.1 million conversion discount to debt for a total of $4.5 million. The Company recorded the difference of $1.1 million between the fair value of the debt of $4.0 million and the net carrying amount of the extinguished debt of $3.5 million as a loss on extinguishment of debt in the condensed consolidated statements of operations. The Company concluded that any change to the fair value in relation to the change in floor price would not be material to the condensed consolidated financial statements for the three and nine months ended September 30, 2017.
[4]	On July 17, 2017, we entered into an agreement in principle with Carmelit 9 Nehassim Ltd (“Carmelit”) for the sale of $0.3 million of original issue discount convertible notes (“Carmelit Note”) for net proceeds of $0.25 million ($50,000 Original Issue Discount) which are convertible into shares of our common stock upon shareholder approval. The proposed terms of the debentures are as follows: the debentures are convertible into an aggregate of 101,695 shares of our common stock based upon a conversion price of $2.95 per share, which conversion price is subject to adjustment. Notwithstanding the foregoing, in no event shall the conversion price fall below $1.00 per share. The debentures are due and payable upon the earlier of (a) January 17, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $5,000,000 in the aggregate. The holder of the debentures has the option to extend the maturity date of the debentures through October 17, 2018. The debentures are subordinated to the indebtedness held by MEF. Pursuant to the terms of a proposed securities purchase agreement, Carmelit will receive 75,000 shares of our common stock subject to approval by shareholders of the Company. The transaction was consummated on August 24, 2017. In October 2017, subsequent to the closing of the public offering completed by the Company (see Note 15), the Company repaid the $0.3 million Carmelit Note. The 75,000 shares to be issued to Carmelit are accounted for as a derivative under ASC 815 as shareholder approval is not within the entity’s control and could require net-cash settlement. As a result, these shares would be classified as a liability in the condensed consolidated financial statements, recorded at fair value and marked to market as of September 30, 2017 and continued to be marked to market until the shares are issued upon shareholder approval. These additional 75,000 shares to be issued to the investors have a fair value of $0.2 million based on the closing stock on July 17, 2017 with an offset to debt discount on the debt. Since these shares remain unissued as of September 30, 2017, the Company marked the liability to market (as they will have to give 75,000 shares, regardless of the value at the date of issuance). As such, the Company has marked to market this liability to $0.1 million as of September 30, 2017. As a result, the Company recorded a gain of $0.1 million in the condensed consolidated financial statements as of September 30, 2017.
[5]	In September 2017, the Company entered into a securities purchase agreement with certain institutional investors for the sale of $149,500 in aggregate principal amount of original issue discount convertible debentures for proceeds of $114,500 (the “September 2017 Convertible Notes”) which will not be convertible until the Company obtains shareholder approval for any such conversions. At that time, the September 2017 Convertible Notes will be convertible into shares of our common stock at a conversion price of $1.75 per share, subject to adjustment, but in no event may the conversion price fall below $1.00. The September 2017 Convertible Notes are subordinated to the indebtedness held by MEF and the indebtedness evidenced by the August Convertible Notes. The September 2017 Convertible Notes matured upon the closing of a public offering by the Company. The September 2017 Convertible Notes matured upon the closing of the public offering completed by the Company (see Note 15). In October 2017, subsequent to the closing of the public offering completed by the Company, the Company repaid the September 2017 Convertible Notes. The Company recorded a debt discount of $35,000 in conjunction with the September Notes.
[6]	In conjunction with the Asset Purchase Agreement with Meda described in Note 5, the Company agreed to pay a fixed consideration of $5.0 million payable in installments over a three-year period as follows: $1.5 million on the earlier of: (1) described in Notes, the successful transfer of all of the marketing authorizations for the product to the Company; or (2) the date which is six months after the Completion Date (as defined in the Asset Purchase Agreement); $1.5 million on the first anniversary of the Completion Date (as defined in the Asset Purchase Agreement); $1.0 million on the second anniversary of the Completion Date; and $1.0 million on the third anniversary of the Completion Date. The Company recorded current and long-term debt of $2.6 million and $1.6 million, respectively, representing the amount due to Meda calculated on a present value basis (see Notes 5 and Note 13).

XML 49 R38.htm IDEA: XBRL DOCUMENT

INCOME TAXES (Details Textual) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Income Taxes [Line Items]
Deferred Tax Liabilities, Net, Noncurrent	$ 5,933	$ 5,933

XML 50 R39.htm IDEA: XBRL DOCUMENT

STOCKHOLDERS' EQUITY (Details) - $ / shares	9 Months Ended
STOCKHOLDERS' EQUITY (Details) - $ / shares	Sep. 30, 2017	Sep. 30, 2016
Management, Directors and Employees [Member]
Stock Holder's Equity Options Granted [Line Items]
Options (in Shares)	366,500	137,000
Options, exercise price (in Dollars per share)	$ 4.00	$ 11.4
Options, share price at grant date fair value (in Dollars per share)	$ 2.60	$ 7.2
Dividend Yield	0.00%	0.00%
Management, Directors and Employees [Member] \| Minimum [Member]
Stock Holder's Equity Options Granted [Line Items]
Vesting terms (in years)	1 year
Vesting terms		Immediately
volatility	109.42%	91.55%
risk free interest rate	2.22%	1.39%
expected term, in years	6 years	6 years
Management, Directors and Employees [Member] \| Maximum [Member]
Stock Holder's Equity Options Granted [Line Items]
Vesting terms (in years)	3 years	3 years
volatility	114.70%	102.12%
risk free interest rate	2.53%	2.06%
expected term, in years	10 years	10 years
Consultants [Member]
Stock Holder's Equity Options Granted [Line Items]
Options (in Shares)		24,250
Options, exercise price (in Dollars per share)		$ 6.2
Options, share price at grant date fair value (in Dollars per share)		$ 4.6
Vesting terms		Immediately
expected term, in years		10 years
Dividend Yield		0.00%
Consultants [Member] \| Minimum [Member]
Stock Holder's Equity Options Granted [Line Items]
Vesting terms		Immediately
volatility		91.55%
risk free interest rate		1.12%
Consultants [Member] \| Maximum [Member]
Stock Holder's Equity Options Granted [Line Items]
Vesting terms (in years)		3 years
volatility		102.12%
risk free interest rate		1.69%

XML 51 R40.htm IDEA: XBRL DOCUMENT

STOCKHOLDERS' EQUITY (Details 1) - Consultants [Member]	9 Months Ended
STOCKHOLDERS' EQUITY (Details 1) - Consultants [Member]	Sep. 30, 2016 $ / shares shares
Stockholders Equity Details Rsus Granted [Line Items]
No. of stock awards \| shares	45,000
Weighted average grant date fair value \| $ / shares	$ 8.8
Vesting terms	Immediately

XML 52 R41.htm IDEA: XBRL DOCUMENT

STOCKHOLDERS' EQUITY (Details 2) - Employee Stock Option [Member] $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2017 USD ($) $ / shares shares
Stockholders Equity Details Rsu And Stock Option Activity [Line Items]
Options, Outstanding (in Shares) \| shares	370,757
Options, Granted (in Shares) \| shares	366,500
Options, Forfeited/cancelled (in Shares) \| shares	(49,216)
Options, Outstanding (in Shares) \| shares	688,041
Options, Exercisable (in shares) \| shares	447,034
Unvested, Weighted Average Fair Value	$ 23.8
Options Granted, Weighted Average Exrecise Price	4
Options Forfeited/cancelled, Weighted Average Exercise Price	4.6
Unvested, Weighted Average Fair Value	14.60
Options Exercisable, weighted average exercise price	18.60
Options Outstanding, Weighted Average Grant Date Fair Value	27.60
Options Granted, Weighted Average Grant Date Fair Value	2.6
Options Forfeited/cancelled, Weighted Average Grant Date Fair Value	43.8
Options outstanding, Weighted Average Grant Date Fair Value	16.00
Options Exercisable, Weighted Average Grant Date Fair Value	$ 19.20
Options Outstanding, Aggregate Intrinsic Value (in Dollars) \| $	$ 39
Options Granted, Aggregate Intrinsic Value (in Dollars) \| $	0
Options Forfeited/cancelled, Aggregate Intrinsic Value (In Dollars) \| $	0
Options Outstanding, Aggregate Intrinsic Value (in Dollars) \| $	30
Options Excercisable, Aggregate Intrinsic Value (in Dollars) \| $	$ 30
Minimum [Member]
Stockholders Equity Details Rsu And Stock Option Activity [Line Items]
Options Outstanding, Exercise Price Range	$ 0.80
Options Granted, Exercise Price Range	2.68
Options Forfeited/cancelled, Exercise Price Range	0.80
Options Outstanding, Exercise Price Range	0.80
Options Exercisable, Exercise Price Range	0.80
Maximum [Member]
Stockholders Equity Details Rsu And Stock Option Activity [Line Items]
Options Outstanding, Exercise Price Range	80.00
Options Granted, Exercise Price Range	4.00
Options Forfeited/cancelled, Exercise Price Range	25.00
Options Outstanding, Exercise Price Range	80.00
Options Exercisable, Exercise Price Range	$ 80.00

XML 53 R42.htm IDEA: XBRL DOCUMENT

STOCKHOLDERS' EQUITY (Details 3) - $ / shares	3 Months Ended	9 Months Ended
STOCKHOLDERS' EQUITY (Details 3) - $ / shares	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016
Investors [Member] \| Warrant [Member]
Warrants (in shares)		52,910
Warrants, Weighted average exercise price		$ 10.00
Warrants, Weighted average grant date fair value		$ 3.80
Warrants, Vesting terms		Immediately
Warrants, Volatility		109.00%
Warrants, Risk free interest rate		1.89%
Warrants, Expected term, in years		5 years
Warrants, Dividend yield		0.00%
Noteholders [Member] \| Warrant [Member]
Warrants (in shares)	387,597	387,597
Warrants, Weighted average exercise price	$ 0.86	$ 0.86
Warrants, Weighted average grant date fair value		$ 1.96
Warrants, Vesting terms		Immediately
Warrants, Volatility		105.00%
Warrants, Risk free interest rate		1.91%
Warrants, Expected term, in years		5 years
Warrants, Dividend yield		0.00%
Consultants [Member]
Warrants, Vesting terms			Immediately
Warrants, Expected term, in years			10 years
Warrants, Dividend yield			0.00%
Consultants [Member] \| Minimum [Member]
Warrants, Vesting terms			Immediately
Warrants, Volatility			91.55%
Warrants, Risk free interest rate			1.12%
Consultants [Member] \| Maximum [Member]
Warrants, Volatility			102.12%
Warrants, Risk free interest rate			1.69%
Consultants [Member] \| Warrant [Member]
Warrants (in shares)			48,800
Warrants, Weighted average exercise price			$ 16.4
Warrants, Weighted average grant date fair value			$ 5.20
Warrants, Vesting terms			Immediately
Warrants, Expected term, in years			5 years
Warrants, Dividend yield			0.00%
Consultants [Member] \| Warrant [Member] \| Minimum [Member]
Warrants, Volatility			92.15%
Warrants, Risk free interest rate			1.09%
Consultants [Member] \| Warrant [Member] \| Maximum [Member]
Warrants, Volatility			102.12%
Warrants, Risk free interest rate			1.73%

XML 54 R43.htm IDEA: XBRL DOCUMENT

STOCKHOLDERS' EQUITY (Details 4)	9 Months Ended
STOCKHOLDERS' EQUITY (Details 4)	Sep. 30, 2017 $ / shares shares
Class of Warrant or Right [Line Items]
Number of Warrants, Warrants outstanding and exercisable (in Shares) \| shares	580,390
Number of Warrants, Warrants issued to consultants (in Shares) \| shares	440,457
Number of Warrants, Expired (in Shares) \| shares	(1,220)
Number of Warrants, Warrants outstanding (in Shares) \| shares	1,019,627
Weighted Average Exercise Price, Warrants outstanding and exercisable (in dollars per shares)	$ 60.80
Weighted Average Exercise Price, Warrants issued to consultants (in dollars per shares)	1.96
Weighted Average Exercise Price, Expired (in dollars per shares)	188.40
Weighted Average Exercise Price, Warrants outstanding (in dollars per shares)	50.40
Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise Price Range, Warrants outstanding and exercisable (in dollars per shares)	9.40
Exercise Price Range, Warrants issued to consultants (in dollars per shares)	$ 4.00
Exercised (in Shares) \| shares	170.00
Exercise Price Range, Warrants outstanding (in dollars per shares)	$ 9.40
Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise Price Range, Warrants outstanding and exercisable (in dollars per shares)	200.00
Exercise Price Range, Warrants issued to consultants (in dollars per shares)	$ 10.00
Exercised (in Shares) \| shares	200.00
Exercise Price Range, Warrants outstanding (in dollars per shares)	$ 200.00

XML 55 R44.htm IDEA: XBRL DOCUMENT

STOCKHOLDERS' EQUITY (Details Textual)			1 Months Ended					3 Months Ended					6 Months Ended	9 Months Ended		12 Months Ended
STOCKHOLDERS' EQUITY (Details Textual)	Jan. 10, 2017 USD ($) $ / shares shares	Nov. 17, 2016 USD ($)	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($) shares	Mar. 22, 2017 USD ($)	Nov. 30, 2016 USD ($)	Jul. 29, 2016 USD ($) $ / shares shares	Sep. 30, 2017 USD ($) $ / shares shares	Mar. 31, 2017 USD ($) shares	Dec. 31, 2016 USD ($) $ / shares	Sep. 30, 2016 USD ($)	Jun. 30, 2016 USD ($) $ / shares shares	Jun. 30, 2017 USD ($)	Sep. 30, 2017 USD ($) $ / shares shares	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($) $ / shares	Feb. 03, 2017 USD ($)	Dec. 27, 2016 $ / shares shares	Dec. 16, 2016 $ / shares shares
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Proceeds from Issuance of Common Stock														$ 0	$ 5,272,000
Derivative Liability								$ 180,000						180,000
Allocated Share-based Compensation Expense								$ 200,000			$ 800,000			300,000	1,300,000
Payments of Stock Issuance Costs														0	$ 202,000
Minimum Net Capital Required for Entity			$ 2,500,000										$ 2,500,000
Market Value Of Listed Securities			35,000,000										35,000,000
Share Purchase Agreement [Member]
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares							$ 20.00
Proceeds from Issuance of Common Stock							$ 1,000,000
Stock Issued During Period, Shares, New Issues \| shares							158,730
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares							25,000
Payments For Fees							$ 100,000
Stock Issued During Period Shares For Commitment							17,500
Securities Purchase Agreement Transaction Fees							$ 40,000							$ 48,000
Common Stock Purchase Agreement [Member]
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Payments For Fees						$ 700,000
Common Stock Purchase Agreement, Advisory Fee Percentage														1.75%
Regatta Select Healthcare LLC [Member] \| Share Purchase Agreement [Member]
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Shares Issued, Price Per Share \| $ / shares												$ 7.20
Stock Issued During Period, Value, New Issues												$ 300,000
Stock Issued During Period, Shares, New Issues \| shares												48,333
Crystal Clear Group, Inc. [Member] \| SPA Amendment [Member]
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares																			$ 10.00
Shares Issued, Price Per Share \| $ / shares																			$ 8.50
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares																			9,259
Stock Returned During Period, Shares \| shares									4,248
Dr. Jean-Marc Menat [Member] \| SPA Amendment [Member]
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares																		$ 10.00
Shares Issued, Price Per Share \| $ / shares																		$ 8.82
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares																		6,852
Stock Returned During Period, Shares \| shares									3,776
Institutional Investors [Member] \| SPA Amendment [Member]
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 10.00
Proceeds from Issuance of Common Stock	$ 200,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares	52,910
Proceeds from Warrant Exercises														$ 200,000
HLHW IV, LLC [Member]
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Payments For Fees						$ 35,000
Stock Issued During period, Value, Commitment Fee													400,000
Adjustments to Additional Paid in Capital, Warrant Issued														180,000
HLHW IV, LLC [Member] \| Common Stock Purchase Agreement [Member]
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Stock Issued During Period, Value, New Issues		$ 2,000,000		$ 250,000					$ 4,000,000					$ 1,600,000
Stock Issued During Period, Shares, New Issues \| shares				25,000					1,100,000					496,895
Average Daily Volume Percentage					30.00%
Payments For Fees					$ 1,000,000
Common Stock, Value, Subscriptions		10,000,000			$ 1,600,000												$ 3,057,100
Common Stock Purchase Agreement, Termination Fee		$ 250,000
Common Stock Purchase Agreement, Advisory Fee Percentage						1.75%
Increase in Stock Purchase Transaction \| shares				100,000
Proceeds from Warrant Exercises													$ 200,000
Payments of Stock Issuance Costs																$ 70,000
Common Stock, Outstanding, Percentage				20.00%					20.00%
Employee Stock Option [Member]
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Allocated Share-based Compensation Expense														$ 600,000
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period														1 year 6 months
Warrant [Member]
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Class of Warrant or Right Issued								83,333						83,333
Warrant [Member] \| Noteholders [Member]
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Class Of Warrant Or Right Shares Granted \| shares								387,597						387,597
Class Of Warrant Or Right Weighted Average Exercise Price Granted \| $ / shares								$ 0.86						$ 0.86
Common Stock [Member] \| HLHW IV, LLC [Member]
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Stock Issued During Period, Value, New Issues										$ 200,000
Minimum [Member]
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares								9.40		$ 9.40				9.40		$ 9.40
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent			$ 500,000
Maximum [Member]
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares								$ 200.00		$ 200.00				$ 200.00		$ 200.00
Maximum [Member] \| HLHW IV, LLC [Member] \| Common Stock Purchase Agreement [Member]
Disclosure Of Compensation Related Costs Share based Payments [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners		4.99%			4.99%

XML 56 R45.htm IDEA: XBRL DOCUMENT

LOSS PER SHARE (Details) - $ / shares

3 Months Ended

9 Months Ended

Sep. 30, 2017

Sep. 30, 2016

Sep. 30, 2017

Sep. 30, 2016

Aug. 24, 2017

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

April 2017 Convertible Notes [Member]

5,237,402

941,910

5,237,402

941,910

Minimum [Member]

Diluted Denominator:

Share Price

$ 1.00

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

May 2017 Convertible Notes [Member]

152,355

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

July 2017 Senior Secured convertible note [Member]

^[1],[2]

480,000

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

July 2017 convertible note [Member]

^[1]

1,589,879

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

August 2017 convertible note [Member]

^[1],[2]

300,000

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

September 2017 convertible notes [Member]

^[1]

858,000

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

^[1],[2]

149,500

Warrant [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

1,019,627

564,279

1,019,627

564,279

Common Stock [Member]