Quarterly report pursuant to Section 13 or 15(d)

Note 2 - Significant Accounting Policies and Recent Accounting Pronouncements

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Note 2 - Significant Accounting Policies and Recent Accounting Pronouncements
6 Months Ended
Jun. 30, 2017
Notes to Financial Statements  
Significant Accounting Policies [Text Block]
Note
2.
  Significant Accounting Policies and Recent Accounting Pronouncements
 
Use of Estimates
The preparation of financial statements in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The condensed consolidated financial statements include significant estimates for the expected economic life and value of our licensed technology and related patents, our net operating loss and related valuation allowance for tax purposes, the fair value of our derivative instruments and our stock-based compensation related to employees and directors, consultants and investment banks, among other things. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.
 
Fair Value Measurements
The carrying amounts of our short-term financial instruments, which primarily include cash and cash equivalents, short-term investments, accounts payable and accrued expenses, approximate their fair values due to their short maturities. The fair value of our long-term indebtedness is estimated based on the quoted prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities and approximates the carrying value. The fair values of our derivative instruments were estimated using Level
3
unobservable inputs. See Note
3
for further details.
 
Foreign Currency Translation
The functional currency of our wholly owned foreign subsidiary is its local currency.  Assets and liabilities of our foreign subsidiary are translated into United States dollars based on exchange rates at the end of the reporting period; income and expense items are translated at the weighted average exchange rates prevailing during the reporting period.  Translation adjustments for subsidiaries that have
not
been sold, substantially liquidated or otherwise disposed of are accumulated in other comprehensive income or loss, a component of stockholders' equity.   Transaction gains or losses are included in the determination of net loss.
 
Cash, Cash Equivalents, Short-Term Investments and Credit Risk
Cash equivalents consist of investments in low risk, highly liquid money market accounts and certificates of deposit with original maturities of
90
days or less. Cash deposited with banks and other financial institutions
may
exceed the amount of insurance provided on such deposits. If the amount of a deposit at any time exceeds the federally insured amount at a bank, the uninsured portion of the deposit could be lost, in whole or in part, if the bank were to fail.
 
Short-term investments consist entirely of fixed income certificates of deposit (“CDs”) with original maturities of greater than
90
days but
not
more than
one
year.
 
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and short-term investments. Our investment policy, approved by our Board of Directors, limits the amount we
may
invest in any
one
type of investment issuer, thereby reducing credit risk concentrations. In addition, our certificates of deposit are typically invested through the Certificate of Deposit Account Registry Service (“CDARS”) program which reduces or eliminates our risk related to concentrations of investments above FDIC insurance levels. We attempt to limit our credit and liquidity risks through our investment policy and through regular reviews of our portfolio against our policy. To date, we have
not
experienced any loss or lack of access to cash in our operating accounts or to our cash equivalents and short-term investments.
 
Research and Development
Research and development costs are expensed as they are incurred. Research and development expenses consist primarily of costs associated with the pre-clinical development and clinical trials of our product candidates.  
 
Income (Loss) per Common Share
Basic income (loss) per common share is computed by dividing total net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period.
 
For periods of net income when the effects are dilutive, diluted earnings per share is computed by dividing net income available to common shareholders by the weighted average number of shares outstanding and the dilutive impact of all potential dilutive common shares. Potential dilutive common shares consist primarily of convertible preferred stock, stock options, restricted stock units and common stock purchase warrants. The dilutive impact of potential dilutive common shares resulting from common stock equivalents is determined by applying the treasury stock method. Our unvested restricted shares contain non-forfeitable rights to dividends, and therefore are considered to be participating securities; the calculation of basic and diluted income per share excludes net income attributable to the unvested restricted shares from the numerator and excludes the impact of the shares from the denominator.
 
For all periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all potential dilutive common shares is anti-dilutive due to the net losses; accordingly, diluted loss per share is the same as basic loss per share for all periods presented. A total of approximately
8.1
million and
4.8
million potential dilutive shares have been excluded in the calculation of diluted net income per share for the
three
- and
six
-month periods ended
June 30, 2017
and
2016,
respectively, as their inclusion would be anti-dilutive.
 
Share-Based Compensation
We account for share-based compensation at fair value. Share-based compensation cost for stock options and stock purchase warrants granted to employees and board members is generally determined at the grant date while awards granted to non-employee consultants are generally valued at the vesting date using an option pricing model that uses Level
3
unobservable inputs; share-based compensation cost for restricted stock and restricted stock units is determined at the grant date based on the closing price of our common stock on that date. The value of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service period.
 
Intangible and Long-Lived Assets
We assess impairment of our long-lived assets using a "primary asset" approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may
not
be recoverable. The carrying amount of a long-lived asset is
not
recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.
No
significant impairment losses were recognized during the
three
or
six
months ended
June 30, 2017
or
2016.
 
Income Taxes
We account for income taxes using the asset and liability approach, which requires the recognition of future tax benefits or liabilities on the temporary differences between the financial reporting and tax bases of our assets and liabilities. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. We also recognize a tax benefit from uncertain tax positions only if it is “more likely than
not”
that the position is sustainable based on its technical merits. Our policy is to recognize interest and penalties on uncertain tax positions as a component of income tax expense.
 
Significant New Accounting Pronouncements
In
May 2014,
the Financial Accounting Standards Board (“FASB”) issued
Accounting Standard Update (“ASU”),
No.
2014
-
09,
Revenue from Contracts with Customers.
This ASU consists of a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The issuance of ASU
No.
2015
-
14
in
August 2015
delays the effective date of the standard to interim and annual periods beginning after
December 15, 2017.
Either full retrospective adoption or modified retrospective adoption is permitted. In addition to expanded disclosures regarding revenue, this pronouncement
may
impact timing of recognition in some arrangements with variable consideration or contracts for the sale of goods or services. We do
not
expect the adoption of this guidance to have a significant impact on our current licensing arrangements.
 
In
February 2016,
the FASB issued
ASU,
No.
2016
-
02,
Leases.
This ASU consists of a comprehensive lease accounting standard. The guidance requires lessees to recognize assets and liabilities related to long-term leases on the balance sheet and expands disclosure requirements regarding leasing arrangements. The guidance is effective for reporting periods beginning after
December 15, 2018
and early adoption is permitted. The guidance must be adopted on a modified retrospective basis and provides for certain practical expedients. We currently expect that the adoption of this guidance will likely change the way we account for our operating leases and will likely result in recording the future benefits of those leases and the related minimum lease payments on our consolidated balance sheets. We have
not
yet begun to evaluate the specific impacts of this guidance.
 
In
June 2016,
the FASB issued
ASU
No.
2016
-
13,
Financial Instrument’s – Credit Losses
. This ASU relates to measuring credit losses on financial instruments, including trade receivables. The guidance eliminates the probable initial recognition threshold that was previously required prior to recognizing a credit loss on financial instruments. The credit loss estimate can now reflect an entity's current estimate of all future expected credit losses. Under the previous guidance, an entity only considered past events and current conditions. The guidance is effective for fiscal years beginning after
December 15, 2019,
including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after
December 15, 2018,
including interim periods within those fiscal years. The adoption of certain amendments of this guidance must be applied on a modified retrospective basis and the adoption of the remaining amendments must be applied on a prospective basis. We currently expect that the adoption of this guidance will likely change the way we assess the collectability of our receivables and recoverability of other financial instruments. We have
not
yet begun to evaluate the specific impacts of this guidance nor have we determined the manner in which we will adopt this guidance.
 
In
November 2015,
the FASB issued
ASU
No.
2015
-
17,
Balance Sheet Classification of Deferred Taxes.
This ASU eliminates the requirement for separate presentation of current and non-current portions of deferred tax. Subsequent to adoption, all deferred tax assets and deferred tax liabilities are presented as non-current on the balance sheet. The ASU became effective for us on
January 1, 2017
and had
no
material effect on our consolidated financial statements.
In
March 2016,
the FASB issued
ASU
No.
2016
-
09,
Improvements to Employee Share Based Payment Accounting.
This guidance simplifies the accounting for and financial statement disclosure of stock-based compensation awards, consisting of changes in the accounting for excess tax benefits and tax deficiencies, and changes in the accounting for forfeitures associated with share-based awards, among other things. The ASU became effective for us on
January 1, 2017.
We
no
longer record estimate forfeitures on share-based awards. This adoption had
no
material effect on our consolidated financial statements.
 
In
May 2017,
the FASB issued
ASU
No.
2017
-
09,
Compensation – Stock Compensation
. This ASU provides clarification regarding when changes the terms or conditions of share-based payment awards should be accounted for as modifications. This guidance is effective for fiscal years beginning after
December 15, 2017
and early adoption is permitted. This guidance must be applied prospectively to awards modified after the adoption date. We do
not
expect this guidance to have a material effect on our consolidated financial statements.
 
In
July 2017,
the FASB issued
ASU
No.
2017
-
11,
I. Accounting for Certain Financial Instrument with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.
Part I of the ASU simplifies the accounting for certain equity-linked financial instruments and embedded features with down round features that reduce the exercise price when the pricing of a future round of financing is lower (“down round protection”). Current accounting guidance provides that instruments with down round protection be classified as derivative liabilities with changes in fair value recorded through earnings. The updated guidance provides that instruments with down round protection are
no
longer precluded from being classified as equity. This guidance is effective for fiscal years beginning after
December 15, 2018
and early adoption is permitted. This guidance must be applied retrospectively. While we have
not
determined if we will adopt this guidance early, the adoption
may
have a material effect to our financial statements when it is adopted, as a result of changing the way we currently account for certain of our equity-linked securities that have down round features.
 
We have reviewed other recent accounting pronouncements released during the year and concluded that they are either
not
applicable to our business, or that
no
material effect is expected on the consolidated financial statements as a result of future adoption.