View Filing Data

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2019	Nov. 05, 2019
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity File Number	000-30929
Entity Registrant Name	TG THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-3898269
Entity Address, Address Line One	2 Gansevoort Street, 9th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10014
City Area Code	212
Local Phone Number	554-4484
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	TGTX
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		99,561,434
Security Exchange Name	NASDAQ
Entity Central Index Key	0001001316
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 44,675	$ 41,958
Short-term investment securities	27,776	26,943
Prepaid research and development	7,040	9,691
Other current assets	864	439
Total current assets	80,355	79,031
Restricted cash	1,248	1,241
Leasehold interest, net	2,157	2,294
Equipment, net	275	251
Right of use asset	8,493	0
Goodwill	799	799
Total assets	93,327	83,616
Current liabilities:
Accounts payable and accrued expenses	31,780	36,377
Other current liabilities	44,035	219
Lease liability – current portion	1,365	0
Accrued compensation	3,017	2,258
Total current liabilities	80,197	38,854
Deferred rent	0	1,462
Deferred revenue, net of current portion	800	914
Long-term debt	28,741	0
Lease liability – non current	9,380	0
Long-term liabilities	0	18,350
Total liabilities	119,118	59,580
Stockholders’ (deficit) equity:
Preferred stock, $0.001 par value per share (10,000,000 shares authorized, none issued and outstanding as of September 30, 2019 and December 31, 2018)	0	0
Common stock, $0.001 par value per share (150,000,000 shares authorized, 96,670,197 and 83,911,855 shares issued, 96,628,888 and 83,870,546 shares outstanding at September 30, 2019 and December 31, 2018, respectively)	97	84
Additional paid-in capital	635,989	552,531
Treasury stock, at cost, 41,309 shares at September 30, 2019 and December 31, 2018	(234)	(234)
Accumulated deficit	(661,643)	(528,345)
Total stockholders’ (deficit) equity	(25,791)	24,036
Total liabilities and stockholders’ (deficit) equity	$ 93,327	$ 83,616

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
License revenue	$ 38	$ 38	$ 114	$ 114
Research and development:
Non-cash stock expense associated with in licensing agreements	0	0	100	4,000
Noncash compensation	1,482	644	4,323	4,391
Other research and development	56,503	32,754	118,814	98,724
Total research and development	57,985	33,398	123,237	107,115
General and administrative:
Noncash compensation	593	(817)	1,391	7,037
Other general and administrative	2,321	1,785	6,580	6,212
Total general and administrative	2,914	968	7,971	13,249
Total costs and expenses	60,899	34,366	131,208	120,364
Operating loss	(60,861)	(34,328)	(131,094)	(120,250)
Other expense (income):
Interest Expense	1,537	221	3,388	657
Other income	468	598	1,183	1,285
Total other expense (income), net	1,069	(377)	2,205	(628)
Net loss	$ (61,930)	$ (33,951)	$ (133,299)	$ (119,622)
Basic and diluted net loss per common share	$ (0.69)	$ (0.43)	$ (1.55)	$ (1.61)
Weighted average shares used in computing basic and diluted net loss per common share	89,667,979	78,221,069	85,911,878	74,399,243

Condensed Consolidated Statements of Stockholders’ (Deficit) Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Accumulated Deficit [Member]
Balance at beginning (in shares) at Dec. 31, 2017		73,181,750		41,309
Balance at beginning at Dec. 31, 2017	$ 66,993	$ 73	$ 422,017	$ (234)	$ (354,863)
Issuance of restricted stock (in shares)		87,500
Forfeiture of restricted stock (in shares)		(123,911)
Issuance of common stock in At-the-Market offerings (net of offering costs of $0.9 million) (in shares)		3,989,344
Issuance of common stock in At-the-Market offerings (net of offering costs of $0.9 million)	52,430	$ 4	52,426
Compensation in respect of restricted stock granted to employees, directors and consultants	7,337		7,337
Net loss	(41,529)				(41,529)
Balance at ending (in shares) at Mar. 31, 2018		77,134,683		41,309
Balance at ending at Mar. 31, 2018	85,232	$ 77	481,781	$ (234)	(396,392)
Balance at beginning (in shares) at Dec. 31, 2017		73,181,750		41,309
Balance at beginning at Dec. 31, 2017	66,993	$ 73	422,017	$ (234)	(354,863)
Net loss	(119,622)
Balance at ending (in shares) at Sep. 30, 2018		82,973,332		41,309
Balance at ending at Sep. 30, 2018	$ 71,744	$ 83	546,380	$ (234)	474,485
Shares issued in connection with in-licensing agreements (in shares)	0
Balance at beginning (in shares) at Mar. 31, 2018		77,134,683		41,309
Balance at beginning at Mar. 31, 2018	$ 85,232	$ 77	481,781	$ (234)	(396,392)
Issuance of restricted stock (in shares)		1,333,011
Forfeiture of restricted stock (in shares)		(6,750)
Issuance of common stock in At-the-Market offerings (net of offering costs of $0.9 million) (in shares)		3,744,605
Issuance of common stock in At-the-Market offerings (net of offering costs of $0.9 million)	52,022	$ 4	52,018
Compensation in respect of restricted stock granted to employees, directors and consultants	4,264		4,264
Net loss	(44,142)				(44,142)
Balance at ending (in shares) at Jun. 30, 2018		82,539,417		41,309
Balance at ending at Jun. 30, 2018	101,376	$ 82	542,062	$ (234)	440,534
Issuance of restricted stock		$ 1	(1)
Shares issued in connection with in-licensing agreements (in shares)		333,868
Shares issued in connection with in-licensing agreements	4,000		4,000
Issuance of restricted stock (in shares)		100,700
Forfeiture of restricted stock (in shares)		(24,785,000)
Issuance of common stock in At-the-Market offerings (net of offering costs of $0.9 million) (in shares)		358,000
Issuance of common stock in At-the-Market offerings (net of offering costs of $0.9 million)	4,492		4,492
Compensation in respect of restricted stock granted to employees, directors and consultants	(173)		(173)
Net loss	(33,951)				(33,951)
Balance at ending (in shares) at Sep. 30, 2018		82,973,332		41,309
Balance at ending at Sep. 30, 2018	71,744	$ 83	546,380	$ (234)	474,485
Balance at beginning (in shares) at Dec. 31, 2018		83,911,855		41,309
Balance at beginning at Dec. 31, 2018	24,036	$ 84	552,531	$ (234)	528,345
Issuance of restricted stock (in shares)		23,000
Forfeiture of restricted stock (in shares)		(67,628)
Compensation in respect of restricted stock granted to employees, directors and consultants	1,882		1,882
Net loss	(35,156)				(35,156)
Balance at ending (in shares) at Mar. 31, 2019		88,582,227		41,309
Balance at ending at Mar. 31, 2019	19,254	$ 89	582,900	$ (234)	563,501
Warrants issued with debt financing	993		993
Issuance of common stock in public offering (net of offering costs of $0.2 million) (in shares)		4,715,000
Issuance of common stock in public offering (net of offering costs of $0.2 million)	27,499	$ 5	27,494
Balance at beginning (in shares) at Dec. 31, 2018		83,911,855		41,309
Balance at beginning at Dec. 31, 2018	24,036	$ 84	552,531	$ (234)	528,345
Net loss	(133,299)
Balance at ending (in shares) at Sep. 30, 2019		96,670,197		41,309
Balance at ending at Sep. 30, 2019	(25,791)	$ 97	635,989	$ (234)	661,643
Shares issued in connection with in-licensing agreements	100
Balance at beginning (in shares) at Mar. 31, 2019		88,582,227		41,309
Balance at beginning at Mar. 31, 2019	19,254	$ 89	582,900	$ (234)	563,501
Issuance of restricted stock (in shares)		1,245,080
Forfeiture of restricted stock (in shares)		(38,418)
Issuance of common stock in At-the-Market offerings (net of offering costs of $0.9 million) (in shares)		3,616,359
Issuance of common stock in At-the-Market offerings (net of offering costs of $0.9 million)	28,395	$ 3	28,392
Compensation in respect of restricted stock granted to employees, directors and consultants	1,757		1,757
Net loss	(36,212)				(36,212)
Balance at ending (in shares) at Jun. 30, 2019		93,405,248		41,309
Balance at ending at Jun. 30, 2019	13,205	$ 93	613,059	$ (234)	599,713
Issuance of restricted stock		$ 1	(1)
Issuance of common stock in public offering	11		11
Issuance of restricted stock (in shares)		318,440
Forfeiture of restricted stock (in shares)		(5,334)
Issuance of common stock in At-the-Market offerings (net of offering costs of $0.9 million) (in shares)		2,943,460
Issuance of common stock in At-the-Market offerings (net of offering costs of $0.9 million)	20,759	$ 4	20,755
Compensation in respect of restricted stock granted to employees, directors and consultants	2,075		2,075
Net loss	(61,930)				(61,930)
Balance at ending (in shares) at Sep. 30, 2019		96,670,197		41,309
Balance at ending at Sep. 30, 2019	(25,791)	$ 97	635,989	$ (234)	$ 661,643
Shares issued in connection with in-licensing agreements (in shares)		8,383
Shares issued in connection with in-licensing agreements	$ 100		$ 100

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (133,299)	$ (119,622)
Adjustments to reconcile net loss to net cash used in operating activities:
Noncash stock compensation expense	5,714	11,428
Noncash licensing expense	100	4,000
Depreciation	72	64
Amortization of premium on investment securities	(209)	(51)
Amortization of debt issuance costs	539	0
Amortization of leasehold interest	137	98
Non-cash change in lease liability and right-of-use asset	1,921	0
Change in fair value of notes payable and accrued interest	28	(37)
Changes in assets and liabilities:
Decrease (increase) in prepaid research and development and other current assets	2,226	(3,421)
Decrease in accrued interest receivable	0	28
(Decrease) increase in accounts payable and accrued expenses	(3,837)	12,321
Decrease in lease liability	(1,129)	0
Increase in interest payable	787	0
Increase in other current liabilities	24,651	0
Increase in deferred rent	0	71
Decrease in deferred revenue	(114)	(114)
Net cash used in operating activities	(102,413)	(95,235)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment	(97)	(84)
Investment in short-term securities	(23,125)	(24,574)
Proceeds from maturity of short-term securities	22,500	25,600
Net cash (used in) provided by investing activities	(722)	942
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net	76,664	108,945
Proceeds from debt financings	29,675	0
Financing costs paid	(480)	0
Net cash provided by financing activities	105,859	108,945
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	2,724	14,652
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	43,199	57,305
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	45,923	71,957
Reconciliation to amounts on consolidated balance sheets:
Total cash, cash equivalents and restricted cash	43,199	57,305
NONCASH TRANSACTIONS
Deferred financing costs	988	0
Warrants issued with debt financing	993	$ 0
Shares issued in connection with in-licensing agreements	$ 100

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2019

Organization Consolidation And Presentation Of Financial Statements [Abstract]

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

We are a biopharmaceutical company dedicated to developing and delivering medicines for patients with B-cell mediated diseases, including Chronic Lymphocytic Leukemia (CLL), non-Hodgkin Lymphoma (NHL) and Multiple Sclerosis (MS). We have developed a robust B-cell directed research and development (R&D) platform for identification of key B-cell pathways of interest and rapid clinical testing. Currently, we have five B-cell targeted drug candidates in clinical development, with the lead two therapies, ublituximab (TG-1101) and umbralisib (TGR-1202), in pivotal trials for CLL and NHL, with ublituximab also in pivotal trials for MS. Ublituximab is a novel anti-CD20 monoclonal antibody (mAb) that has been glycoengineered for enhanced potency over first generation antibodies. Umbralisib is an oral, once daily inhibitor of PI3K delta. Umbralisib also uniquely inhibits CK1-epsilon, which may allow it to overcome certain tolerability issues associated with first generation PI3K delta inhibitors. When used together in combination therapy, ublituximab and umbralisib are referred to as “U2”. Additionally, we have recently brought into Phase 1 clinical development TG-1501, an anti-PD-L1 monoclonal antibody, TG-1701, a covalently-bound Bruton’s Tyrosine Kinase (BTK) inhibitor, and TG-1801, an anti-CD47/CD19 bispecific antibody.

We also actively evaluate complementary products, technologies and companies for in-licensing, partnership, acquisition and/or investment opportunities. To date, we have not received approval for the sale of any of our drug candidates in any market and, therefore, have not generated any product sales from our drug candidates.

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Exchange Act. Accordingly, they may not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair presentation of the condensed consolidated financial statements have been included. Nevertheless, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2018. The accompanying condensed December 31, 2018 balance sheet has been derived from these statements. The results of operations for the nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.

In December 2018, the Company created an Australian corporation, TG Therapeutics AUS Pty Ltd, as a wholly-owned subsidiary. This corporation’s functional currency, the Australian dollar, is also its reporting currency, and its financial statements are translated to U.S. dollars, the Company’s reporting currency, prior to consolidation. The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, and all intercompany accounts and transactions have been eliminated in consolidation.

Liquidity and Capital Resources

We have incurred operating losses since our inception, expect to continue to incur operating losses for the foreseeable future, and may never become profitable. As of September 30, 2019, we have an accumulated deficit of approximately $661.6 million.

Our major sources of cash have been proceeds from the private placement and public offering of equity securities, as well as debt financings. We have not yet commercialized any of our drug candidates and cannot be sure if we will ever be able to do so. Even if we commercialize one or more of our drug candidates, we may not become profitable. Our ability to achieve profitability depends on many factors, including our ability to obtain regulatory approval for our drug candidates; successfully complete any post-approval regulatory obligations; and successfully commercialize our drug candidates alone or in partnership. We may continue to incur substantial operating losses even if we begin to generate revenues from our drug candidates.

As of September 30, 2019, we had $72.5 million in cash and cash equivalents, and investment securities. The Company believes its cash, cash equivalents, and investment securities on hand as of September 30, 2019 along with the additional capital raised in the fourth quarter of 2019 (see Note 5) will provide sufficient liquidity for more than a twelve-month period from the date of filing this Quarterly Report on Form 10-Q. The actual amount of cash that we will need to operate is subject to many factors, including, but not limited to, the timing, design and conduct of clinical trials for our drug candidates. We are dependent upon significant future financing to provide the cash necessary to execute our current operations, including the commercialization of any of our drug candidates.

Our common stock is listed on the Nasdaq Capital Market and trades under the symbol “TGTX.”

Recently Issued Accounting Standards

In July 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-11, “Leases - Targeted Improvements” (“ASU 2018-11”) as an update to ASU 2016-02, Leases (“ASU 2016-02” or “Topic 842”) issued on February 25, 2016. ASU 2016-02 is effective for public business entities for fiscal years beginning January 1, 2019. ASU 2016-02 required companies to adopt the new leases standard at the beginning of the earliest period presented in the financial statements, which is January 1, 2017, using a modified retrospective transition method where lessees must recognize lease assets and liabilities for all leases even though those leases may have expired before the effective date of January 1, 2017. Lessees must also provide the new and enhanced disclosures for each period presented, including the comparative periods.

ASU 2018-11 provides an entity with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new lease standard will continue to be in accordance with ASC 840, “Leases” (“ASC 840”). An entity that elects this additional (and optional) transition method must provide the required ASC 840 disclosures for all periods that continue to be in accordance with ASC 840. The amendments do not change the existing disclosure requirements in ASC 840.

ASU 2018-11 is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with earlier adoption permitted. The Company adopted ASU 2018-11 on January 1, 2019 using a modified retrospective method and will not restate comparative periods. We elected the package of practical expedients permitted under the transition guidance, which allows us to carryforward our historical lease classification and our assessment on whether a contract is or contains a lease. The adoption of this guidance resulted in the addition of material balances of right of use assets and lease liability to our consolidated balance sheets at January 1, 2019, primarily relating to our lease of office space (see Note 8). The impact to our consolidated statements of operations was not material as a result of this standard.

In June 2018, the FASB issued ASU No. 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 expands the scope of FASB Topic 718, Compensation – Stock Compensation (“Topic 718”) to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should only remeasure equity-classified awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Upon transition, the entity is required to measure these nonemployee awards at fair value as of the adoption date. The entity must not remeasure assets that are completed. Disclosures required at transition include the nature of and reason for the change in accounting principle and, if applicable, quantitative information about the cumulative effect of the change on retained earnings or other components of equity.

ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company adopted ASU 2018-07 on January 1, 2019. The adoption of ASU 2018-07 did not have a material effect on our consolidated financial statements as of January 1, 2019. The adoption of ASU 2018-07 had no impact on nonemployee performance awards as they are measured based on the outcome that is probable.

Other pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not significant to our consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the applicable reporting period. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses and stock-based compensation. Actual results could differ from those estimates. Such differences could be material to the financial statements.

Cash and Cash Equivalents

We treat liquid investments with original maturities of less than three months when purchased as cash and cash equivalents.

Restricted Cash

We record cash pledged or held in trust as restricted cash. As of September 30, 2019 and December 31, 2018, we have approximately $1.2 million of restricted cash pledged to secure a line of credit as a security deposit for an Office Agreement (see Note 8).

Investment Securities

Investment securities at September 30, 2019 and December 31, 2018 consist of short-term government securities. We classify these securities as held-to-maturity. Held-to-maturity securities are those securities in which we have the ability and intent to hold the security until maturity. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective interest method.

A decline in the market value of any investment security below cost, that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value. The impairment is charged to operations and a new cost basis for the security is established. Other-than-temporary impairment charges are included in interest and other income (expense), net. Unrealized gains, if determined to be temporary, are included in accumulated other comprehensive income in equity. Dividend and interest income are recognized when earned.

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments. The Company maintains its cash and cash equivalents and short-term investments with high-credit quality financial institutions. At times, such amounts may exceed federally-insured limits.

Revenue Recognition

Effective January 1, 2018, the Company began recognizing revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective transition method. The impact of adopting the new revenue standard was not material to our consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2018. The core principle of this new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

	●	Step 1: Identify the contract with the customer
	●	Step 2: Identify the performance obligations in the contract
	●	Step 3: Determine the transaction price
	●	Step 4: Allocate the transaction price to the performance obligations in the contract
	●	Step 5: Recognize revenue when the company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met:

	●	The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct).
	●	The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

Research and Development Costs

Generally, research and development costs are expensed as incurred. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and amortized over the period that the goods are delivered or the related services are performed, subject to an assessment of recoverability. We make estimates of costs incurred in relation to external clinical research organizations, or CROs, and clinical site costs. We analyze the progress of clinical trials, including levels of patient enrollment, invoices received and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset and accrued liability. Significant judgments and estimates must be made and used in determining the accrued balance and expense in any accounting period. We review and accrue CRO expenses and clinical trial study expenses based on work performed and rely upon estimates of those costs applicable to the stage of completion of a study. Accrued CRO costs are subject to revisions as such trials progress to completion. Revisions are charged to expense in the period in which the facts that give rise to the revision become known. With respect to clinical site costs, the financial terms of these agreements are subject to negotiation and vary from contract to contract. Payments under these contracts may be uneven, and depend on factors such as the achievement of certain events, the successful recruitment of patients, the completion of portions of the clinical trial or similar conditions. The objective of our policy is to match the recording of expenses in our financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical site costs are recognized based on our estimate of the degree of completion of the event or events specified in the specific clinical study or trial contract.

Prepaid research and development in our condensed consolidated balance sheets includes, among other things, certain costs to third party service providers related to development and manufacturing services as well as clinical development. These agreements often require payments in advance of services performed or goods received. Accordingly, as of September 30, 2019 and December 31, 2018, we recorded approximately $7.0 million and $9.7 million, respectively, in prepaid research and development related to such advance agreements.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. If the likelihood of realizing the deferred tax assets or liability is less than “more likely than not,” a valuation allowance is then created.

We, and our subsidiaries, file income tax returns in the U.S. Federal jurisdiction and in various states. We have tax net operating loss carryforwards that are subject to examination for a number of years beyond the year in which they were generated for tax purposes. Since a portion of these net operating loss carryforwards may be utilized in the future, many of these net operating loss carryforwards will remain subject to examination. We recognize interest and penalties related to uncertain income tax positions in income tax expense.

Stock-Based Compensation

We recognize all stock-based payments to employees and non-employee directors (as compensation for service) as noncash compensation expense in the condensed consolidated financial statements based on the fair values of such payments. Stock-based compensation expense recognized each period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest during the period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

In addition, because some of the options, restricted stock and warrants issued to employees, consultants and other third-parties vest upon achievement of certain milestones, the total expense is uncertain. Compensation expense for such awards that vest upon the achievement of milestones is recognized when the achievement of such milestones becomes probable.

Basic and Diluted Net Loss Per Common Share

Basic net loss per share of our common stock is calculated by dividing net loss applicable to the common stock by the weighted average number of our common stock outstanding for the period. Diluted net loss per share of common stock is the same as basic net loss per share of common stock since potentially dilutive securities from stock options, stock warrants and convertible preferred stock would have an antidilutive effect either because we incurred a net loss during the periods presented or because such potentially dilutive securities were out of the money and the Company realized net income during the periods presented. The amounts of potentially dilutive securities excluded from the calculation were 8,060,758 and 5,230,922 for the three and nine months ended September 30, 2019 and 2018, respectively.

The following outstanding shares of potentially dilutive securities were excluded from the computation of net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive:

	Three and Nine Months Ended September 30,
	2019		2018
Unvested restricted stock		5,357,204		4,604,775
Stock options		2,539,540		610,000
Warrants		147,058		—
Shares issuable upon note conversion		16,956		16,147
Total		8,060,758		5,230,922

Long-Lived Assets and Goodwill

Long-lived assets are reviewed for potential impairment when circumstances indicate that the carrying value of long-lived tangible and intangible assets with finite lives may not be recoverable. Management’s policy in determining whether an impairment indicator exists, a triggering event, comprises measurable operating performance criteria as well as qualitative measures. If an analysis is necessitated by the occurrence of a triggering event, we make certain assumptions in determining the impairment amount. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized.

Goodwill is reviewed for impairment annually, or earlier when events arise that could indicate that an impairment exists. We test for goodwill impairment using a two-step process. The first step compares the fair value of the reporting unit with the unit’s carrying value, including goodwill. When the carrying value of the reporting unit is greater than fair value, the unit’s goodwill may be impaired, and the second step must be completed to measure the amount of the goodwill impairment charge, if any. In the second step, the implied fair value of the reporting unit’s goodwill is compared with the carrying amount of the unit’s goodwill. If the carrying amount is greater than the implied fair value, the carrying value of the goodwill must be written down to its implied fair value. We will continue to perform impairment tests annually, at December 31, and whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable.

INVESTMENT SECURITIES

9 Months Ended

Sep. 30, 2019

Investments Debt And Equity Securities [Abstract]

INVESTMENT SECURITIES

NOTE 3 – INVESTMENT SECURITIES

Our investments as of September 30, 2019 and December 31, 2018 are classified as held-to-maturity. Held-to-maturity investments are recorded at amortized cost.

The following tables summarize our investment securities at September 30, 2019 and December 31, 2018:

(in thousands)	September 30, 2019
	Amortized cost, as adjusted		Gross unrealized holding gains		Gross unrealized holding losses		Estimated fair value
Short-term investments:
Obligations of domestic governmental agencies (maturing between October 2019 and September 2020) (held-to-maturity)	$	27,776	$	35	$	3	$	27,808
Total short-term investment securities	$	27,776	$	35	$	3	$	27,808


	December 31, 2018
	Amortized cost, as adjusted		Gross unrealized holding gains		Gross unrealized holding losses		Estimated fair value
Short-term investments:
Obligations of domestic governmental agencies (maturing between January 2019 and November 2019) (held-to-maturity)	$	26,943	$	2	$	10	$	26,935
Total short-term investment securities	$	26,943	$	2	$	10	$	26,935

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 4 – FAIR VALUE MEASUREMENTS

We measure certain financial assets and liabilities at fair value on a recurring basis in the condensed consolidated financial statements. The fair value hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires financial assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:

●	Level 1 – quoted prices in active markets for identical assets and liabilities;

●	Level 2 – inputs other than Level 1 quoted prices that are directly or indirectly observable; and

●	Level 3 – unobservable inputs that are not corroborated by market data.

As of September 30, 2019 and December 31, 2018, the fair values of cash and cash equivalents, restricted cash, and notes and interest payable, approximate their carrying value.

At the time of our merger (we were then known as Manhattan Pharmaceuticals, Inc.) with Ariston Pharmaceuticals, Inc. (“Ariston”) in March 2010, Ariston issued $15.5 million of five-year 5% notes payable (the “5% Notes”) in satisfaction of several note payable issuances. The 5% Notes and accrued and unpaid interest thereon are convertible at the option of the holder into common stock at the conversion price of $1,125 per share. Ariston agreed to make quarterly payments on the 5% Notes equal to 50% of the net product cash flow received from the exploitation or commercialization of Ariston’s product candidates, AST-726 and AST-915. We have no obligations under the 5% Notes aside from (a) 50% of the net product cash flows from Ariston’s product candidates, if any, payable to noteholders; and (b) the conversion feature, discussed above.

The cumulative liability to the Ariston subsidiary including accrued and unpaid interest of the 5% Notes was approximately $19.1 million at September 30, 2019 and $18.4 million at December 31, 2018. No payments have been made on the 5% Notes since the merger and through September 30, 2019.

In December 2011, we elected the fair value option for valuing the 5% Notes. The fair value option was elected in order to reflect in our financial statements the assumptions that market participants use in evaluating these financial instruments.

As of December 31, 2013, as a result of expiring intellectual property rights and other factors, it was determined that net product cash flows from AST-726 were unlikely. As we have no other obligations under the 5% Notes aside from the net product cash flows and the conversion feature, the conversion feature was used to estimate the 5% Notes’ fair value as of September 30, 2019 and December 31, 2018. The assumptions, assessments and projections of future revenues are subject to uncertainties, difficult to predict, and require significant judgment. The use of different assumptions, applying different judgment to inherently subjective matters and changes in future market conditions could result in significantly different estimates of fair value and the differences could be material to our condensed consolidated financial statements.

The following tables provide the fair value measurements of applicable financial liabilities as of September 30, 2019 and December 31, 2018:

(in thousands)	Financial liabilities at fair value as of September 30, 2019
	Level 1		Level 2		Level 3		Total

5% Notes	$	—	$	—	$	95	$	95
Total	$	—	$	—	$	95	$	95

	Financial liabilities at fair value as of December 31, 2018
	Level 1		Level 2		Level 3		Total

5% Notes	$	—	$	—	$	67	$	67
Total	$	—	$	—	$	67	$	67

The Level 3 amounts above represent the fair value of the 5% Notes and related accrued interest.

The Company’s financial instruments include cash, cash equivalents consisting of money market funds, accounts payable and debt. Cash, cash equivalents, accounts payable and debt are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature.

The following table summarizes the changes in Level 3 instruments during the nine months ended September 30, 2019:

(in thousands)

Fair value at December 31, 2018	$	67
Interest accrued on face value of 5% Notes		690
Change in fair value of Level 3 liabilities		(662	)
Fair value at September 30, 2019	$	95

The change in the fair value of the Level 3 liabilities is reported in other (income) expense in the accompanying condensed consolidated statements of operations.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 5 - STOCKHOLDERS’ EQUITY

Preferred Stock

Our amended and restated certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, $ 0.001 par value, with rights senior to those of our common stock, issuable in one or more series. Upon issuance, we can determine the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock.

Common Stock

Our amended and restated certificate of incorporation authorizes the issuance of up to 150,000,000 shares of $ 0.001 par value common stock.

In May 2017, we filed a shelf registration statement on Form S-3 (the “2017 S-3”), which was declared effective in June 2017, replacing the 2015 S-3. Under the 2017 S-3, the Company may sell up to a total of $300 million of its securities. In connection with the 2017 S-3, we entered into an At-the-Market Issuance Sales Agreement (the “2017 ATM”) with Jefferies LLC, Cantor Fitzgerald & Co., FBR Capital Markets & Co., SunTrust Robinson Humphrey, Inc., Raymond James & Associates, Inc., Ladenburg Thalmann & Co. Inc. and H.C. Wainwright & Co., LLC (each a “2017 Agent” and collectively, the “2017 Agents”), relating to the sale of shares of our common stock. Under the 2017 ATM we pay the 2017 Agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock.

In March 2019, we completed an underwritten public offering of 4,100,000 shares of our common stock (plus a 30-day underwriter overallotment option to purchase up to an additional 615,000 shares of common stock, which was exercised), at a price of $5.87 per share. Proceeds from this offering, including the overallotment, after underwriting discounts and offering expenses were approximately $27.5 million.

During the nine months ended September 30, 2019, we sold a total of 6,559,819 shares of common stock under the 2017 ATM for aggregate total gross proceeds of approximately $50.0 million at an average selling price of $7.62 per share, resulting in net proceeds of approximately $49.2 million after deducting commissions and other transactions costs.

Subsequent to the third quarter, from October 1, 2019 through November 12, 2019, we sold an aggregate of 3,641,346 shares of common stock pursuant to the 2017 ATM for aggregate total gross proceeds of approximately $22.4 million at an average selling price of $6.16 per share, resulting in net proceeds of approximately $22.1 million after deducting commissions and other transactions costs.

The 2017 S-3 is currently our only active shelf registration statement. After deducting shares already sold there is approximately $36.3 million of common stock that remains available for sale under the 2017 S-3. We may offer the securities under the 2017 S-3 from time to time in response to market conditions or other circumstances if we believe such a plan of financing is in the best interests of our stockholders. We believe that the 2017 S-3 provides us with the flexibility to raise additional capital to finance our operations as needed.

Equity Incentive Plans

The TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan (“2012 Incentive Plan”) was approved by stockholders in June 2018. As of September 30, 2019, 6,857,207 shares of restricted stock and 2,539,540 options were outstanding and up to an additional 1,114,263 shares may be issued under the 2012 Incentive Plan.

Effective as of January 1, 2017, we entered into an amendment (the “Amendment”) to the employment agreement entered as of December 15, 2011 (together with the Amendment, the “Employment Agreement”) with Michael S. Weiss, our Executive Chairman and Chief Executive Officer and President. Under the Amendment, Mr. Weiss will remain as Chief Executive Officer and President, removing the interim status. Simultaneously, we entered into a Strategic Advisory Agreement (the “Advisory Agreement”) with Caribe BioAdvisors, LLC (the “Advisor”) owned by Mr. Weiss to provide the services of Mr. Weiss as Chairman of the Board and as Executive Chairman. As part of the Amendment, Mr. Weiss also agreed to forfeit 3,381,866 restricted shares previously granted under the Employment Agreement that were predominantly subject to time-based vesting over the next three years. Simultaneously, (i) Mr. Weiss was issued 418,371 restricted shares under the Employment Agreement that vest in 2018 and 2019 and (ii) the Advisor was issued 2,960,000 restricted shares under the Advisory Agreement that vested on market capitalization thresholds ranging from $375 million to $750 million. In accordance with GAAP, there was no incremental stock compensation expense recognition as a result of the modification.

Stock Options

The following table summarizes stock option activity for the nine months ended September 30, 2019:

	Number of shares		Weighted- average exercise price		Weighted- average contractual term		Aggregate intrinsic value
						(in years)
Outstanding at December 31, 2018		1,916,900	$	6.50		9.75	$	—
Granted		740,000		6.90
Exercised		—		—
Forfeited		(117,360)		6.25
Expired		—		—
Outstanding at September 30, 2019		2,539,540	$	6.63		9.14	$	1,849,055
Expected to vest at September 30, 2019		2,539,540	$	6.63		9.14	$	1,849,055
Exercisable at September 30, 2019		—	$	—		—	$	—

Total expense associated with the stock options was approximately $0.8 million and zero during the three months ended September 30, 2019 and 2018, respectively, and $2.3 million and zero during the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, there was approximately $3.4 million of total unrecognized compensation cost related to unvested time-based stock options, which is expected to be recognized over a weighted-average period of 1.72 years. As of September 30, 2019, the stock options outstanding include options granted to both employees and non-employees which are both time-based and milestone-based. Stock-based compensation for milestone-based options will be recorded if and when a milestone occurs.

The fair value of the Company’s option awards granted during the nine months ended September 30, 2019 and 2018 were estimated on the grant date using the Black-Scholes option-pricing model using the assumptions below:

	Nine months ended
	September 30, 2019			September 30, 2018
Volatility		172.99-291.61			186.99-305.77
Expected term (in years)		5.0-6.25			5.0-6.25
Risk-free rate		1.96-2.49	%		2.56-2.72	%
Expected dividend yield		—	%		—	%

Restricted Stock

Certain employees, directors and consultants have been awarded restricted stock. The restricted stock vesting consists of milestone and time-based vesting.

The following table summarizes restricted share activity for the nine months ended September 30, 2019:

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2018		6,095,692		$	8.07
Granted		1,586,520			12.95
Vested		(713,625	)		9.21
Forfeited		(111,380	)		7.84
Outstanding at September 30, 2019		6,857,207		$	7.68

Total expense associated with restricted stock grants was approximately $1.3 million and $(0.2) million during the three months ended September 30, 2019 and 2018, respectively, and $3.4 million, and $11.4 million during the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, there was approximately $5.3 million of total unrecognized compensation cost related to unvested time-based restricted stock, which is expected to be recognized over a weighted-average period of 1.2 years. This amount does not include, as of September 30, 2019, 4,182,391 shares of restricted stock outstanding which are milestone-based and vest upon certain corporate milestones. Until the measurement date is reached for milestone awards, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the grant date.

Stock-Based Compensation

The following table summarizes stock-based compensation expense information about restricted stock and stock options for the three and nine months ended September 30, 2019:

(in thousands)	Three months ended September 30, 2019		Nine months ended September 30, 2019
Stock-based compensation expense associated with restricted stock	$	1,253	$	3,381
Stock-based compensation expense associated with option grants		822		2,333
Total	$	2,075	$	5,714

Warrants

The following table summarizes warrant activity for the nine months ended September 30, 2019:

	Warrants		Weighted-average exercise price		Aggregate Intrinsic Value
Outstanding at December 31, 2018		—	$	—	$	—
Issued		147,058		4.08
Exercised		—		—
Expired		—		—
Outstanding at September 30, 2019		147,058	$	4.08	$	224,999

There was no stock compensation expense related to warrants during the nine months ended September 30, 2019.

OTHER LIABILITIES

9 Months Ended

Sep. 30, 2019

Other Liabilities Disclosure [Abstract]

OTHER LIABILITIES

NOTE 6 – OTHER LIABILITIES

The following is a summary of Notes Payable included in other current liabilities on the Company’s condensed consolidated balance sheet:

	September 30, 2019						December 31, 2018
(in thousands)	Current portion, net		Non-current portion, net		Total		Current portion, net		Non-current portion, net		Total
Convertible 5% Notes Payable	$	95	$	—	$	95	$	67	$	—	$	67
Total	$	95	$	—	$	95	$	67	$	—	$	67

Convertible 5% Notes Payable

The 5% Notes and accrued and unpaid interest thereon are convertible at the option of the holder into common stock at the conversion price of $1,125 per share. We have no obligation under the 5% Notes aside from (a) 50% of the net product cash flows from Ariston’s product candidates, if any, payable to noteholders; and (b) the conversion feature, discussed above. Interest accrues monthly, is added to principal on an annual basis, every March 8, and is payable at maturity, which was March 8, 2015 (see Note 4 for further details).

The cumulative liability including accrued and unpaid interest of these notes was approximately $19.1 million at September 30, 2019 and $18.4 million at December 31, 2018. No payments have been made on the 5% Notes as of September 30, 2019.

Current Liabilities

In 2018, we entered into an agreement with a contract manufacturer for the clinical and potential commercial supply of one of our product candidates. As part of this agreement, the contract manufacturer has agreed to defer payment of certain costs and expenses under the agreement in exchange for the payment of an administrative fee. To date we have incurred expenses related to this agreement of approximately $43.0 million as of September 30, 2019, which include both service fees and raw material costs. No payments have been made to the contract manufacturer as of September 30, 2019. Accordingly, as of September 30, 2019, $43.0 million is included in current liabilities in the Company’s unaudited condensed consolidated balance sheet, of which $17.7 million, $4.0 million and $21.3 million are due in the first, second and third quarter of 2020, respectively. As of December 31, 2018, $18.4 million is included in long-term liabilities in the Company’s condensed consolidated balance sheet. We will incur an administrative fee of six percent (6%) per year starting from the date of invoice issuance. For the three and nine months ended September 30, 2019, we have accrued $0.5 million in administrative fees in connection with these costs, which has been included in interest expense in the Company’s unaudited condensed consolidated statements of operations.

LONG-TERM DEBT

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

LONG-TERM DEBT

NOTE 7 – LONG-TERM DEBT

On February 28, 2019 (the “Closing Date”), the Company (“Borrower”) entered into a term loan facility of up to $60.0 million (“Term Loan”) with Hercules Capital, Inc., (“Hercules”), the proceeds of which will be used for its ongoing research and development programs and for general corporate purposes. The Term Loan is governed by a loan and security agreement, dated February 28, 2019 (the “Loan Agreement”), which provides for up to four separate advances. The first advance of $30.0 million was drawn on the Closing Date. Two additional advances of $10.0 million may be drawn at the Borrower’s option but subject to the clinical trial milestones, and the fourth advance of $10.0 million, available in minimum increments of $5.0 million, is available through December 15, 2020 subject to the approval of Hercules’ investment committee.

The Term Loan will mature on March 1, 2022 (the “Loan Maturity Date”). Each advance accrues interest at a per annum rate of interest equal to the greater of either (i) the “prime rate” as reported in The Wall Street Journal plus 4.75%, and (ii) 10.25%. The Term Loan provides for interest-only payments until October 1, 2020. The interest-only period may be extended to April 1, 2021 if the Borrower, on or before September 30, 2020, achieves either the third milestone or the Company has raised at least an amount equal to $150.0 million in unrestricted net cash proceeds from one or more equity financings, subordinated indebtedness and/or upfront proceeds from business development transactions permitted under the Loan Agreement, in each case after February 7, 2019, and prior to September 30, 2020. Thereafter, amortization payments will be payable monthly in eighteen installments (or, if the period requiring interest-only payments has been extended to April 1, 2021, in twelve installments) of principal and interest (subject to recalculation upon a change in prime rates). At its option upon seven business days’ prior written notice to Hercules, the Company may prepay all or any portion greater than or equal to $5.0 million of the outstanding advances by paying the entire principal balance (or portion thereof), all accrued and unpaid interest, subject to a prepayment charge of 3.0%, if such advance is prepaid in any of the first twelve months following the Closing Date, 1.5%, if such advance is prepaid after twelve months following the Closing Date but on or prior to twenty-four months following the Closing Date, and 0% thereafter. In addition, an end of term charge equal to 3.25% of the aggregate principal amount of the loan extended by Hercules is due on the maturity date. Amounts outstanding during an event of default shall be payable on demand and shall accrue interest at an additional rate of 4.0% per annum of the past due amount outstanding.

The Term Loan is secured by a lien on substantially all of the assets of the Borrower, other than intellectual property and contains customary covenants and representations, including a liquidity covenant, financial reporting covenant and limitations on dividends, indebtedness, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, and subsidiaries. As of September 30, 2019, the Company has been in compliance with all covenants.

The events of default under the Loan Agreement include, without limitation, and subject to customary grace periods, (1) the Borrower’s failure to make any payments of principal or interest under the Loan Agreement, promissory notes or other loan documents, (2) the Borrower’s breach or default in the performance of any covenant under the Loan Agreement, (3) the occurrence of a material adverse effect, (4) the Borrower making a false or misleading representation or warranty in any material respect, (5) the Borrower’s insolvency or bankruptcy, (6) certain attachments or judgments on the Borrower’s assets, or (7) the occurrence of any material default under certain agreements or obligations of the Borrower involving indebtedness in excess of $750,000. If an event of default occurs, Hercules is entitled to take enforcement action, including acceleration of amounts due under the Loan Agreement.

The Loan Agreement also contains warrant coverage of 2% of the total amount funded. A warrant (the “Warrant”) was issued by Borrower to Hercules to purchase 147,058 shares of common stock with an exercise price of $4.08. The Warrant shall be exercisable for seven years from the date of issuance. Hercules may exercise the Warrant either by (a) cash or check or (b) through a net issuance conversion. The shares will be registered and freely tradeable within six months of issuance. The Company accounted for the Warrant as an equity instrument since it was indexed to the Company’s common shares and met the criteria for classification in shareholders’ equity. The relative fair value of the Warrant on the date of issuance was approximately $1.0 million and was treated as an offset to the Term Loan. This amount will be amortized to interest expense using the straight line method, which approximates the effective interest method, over the life of the Term Loan.

The Company estimated the fair value of the Warrant using the Black-Scholes model based on the following key assumptions:

Exercise Price	$	4.08
Common share price on date of issuance	$	6.80
Volatility		195.9	%
Risk-free interest rate		2.63	%
Expected dividend yield		—	%
Contractual term (in years)		7.00 years

The Company incurred financing expenses of $2.8 million related to the Hercules Loan Agreement which are recorded as an offset to long-term debt on the Company’s condensed consolidated balance sheet. The debt issuance costs are being amortized over the term of the debt using the straight-line method, which approximates the effective interest method, and are included in interest expense in the Company’s unaudited condensed consolidated statements of operations. Amortization of debt issuance costs was $0.2 million and $0.5 million for the three and nine months ended September 30, 2019, respectively. At September 30, 2019, the remaining unamortized balance of debt issuance costs were $2.2 million.

Long-term debt as of as of September 30, 2019, is as follows (in thousands):

	September 30, 2019
Long-term debt	$	30,000
End of term fee		975
		30,975
Less: unamortized debt issuance costs		(2,234	)
		28,741
Less: Current portion		—
Long-term debt– non-current	$	28,741

LEASES

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

LEASES

NOTE 8 – LEASES

In October 2014, we entered into an agreement (the “Office Agreement”) with Fortress Biotech, Inc. (“FBIO”) to occupy approximately 45% of the 24,000 square feet of New York City office space leased by FBIO, which is now our corporate headquarters. The Office Agreement requires us to pay our respective share of the average annual rent and other costs of the 15-year lease. We approximate an average annual rental obligation of $1.1 million under the Office Agreement. We began to occupy this new space in April 2016, with rental payments beginning in the third quarter of 2016. At January 1, 2019 we recognized a lease liability and corresponding Right of Use (ROU) asset based on the present value of the remaining lease payments for all of our leased office spaces, the majority of which is comprised of our New York City office space. The present values of our lease liability and corresponding ROU asset are $10.7 million and $8.5 million, respectively, as of September 30, 2019. Our leases have remaining lease terms of 1 year to 12 years. One lease has a renewal option to extend the lease for an additional term of 2 years.

The initial commitment period of the 45% rate is for a period of three (3) years. We and FBIO currently determine actual office space utilization annually and if our utilization differs from the amount we have been billed, we will either receive credits or be assessed incremental utilization charges. Also in connection with this lease, in October 2014 we pledged $0.6 million to secure a line of credit as a security deposit for the Office Agreement, which has been recorded as restricted cash in the accompanying consolidated balance sheets. Additional collateral of $0.6 million was pledged in April 2018 to increase the letter of credit for the office space.

The following components of lease expense are included in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2019:

	Three months ended,		Nine months ended,
(in thousands)	September 30, 2019		September 30, 2019
Operating lease cost	$	1,065	$	2,058
Net lease cost	$	1,065	$	2,058

As of September 30, 2019, the weighted-average remaining operating lease term was 9.5 years and the weighted-average discount rate for operating leases was 10.25%. Cash paid for amounts included in the measurement of operating lease liabilities during the nine months ended September 30, 2019 was $1.1 million.

The balance sheet classification of lease liabilities was as follows:

(in thousands)	September 30, 2019
Liabilities
Lease liability – current portion	$	1,365
Lease liability – non-current		9,380
Total lease liability	$	10,745

As of September 30, 2019, the maturities of lease liabilities were as follows:

(in thousands)	Operating leases
Remainder of 2019	$	393
2020		1,551
2021		1,560
2022		1,586
2023		1,581
After 2023		12,061
Total lease payments		18,732
Less: Interest		(7,987	)
Present value of lease liabilities(*)	$	10,745

(*) As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date and considering the term of the lease to determine the present value of lease payments. We used the incremental borrowing rate of 10.25% on February 28, 2019, for operating leases that commenced prior to that date.

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2019

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents We treat liquid investments with original maturities of less than three months when purchased as cash and cash equivalents.

Restricted Cash

Restricted Cash

Investment Securities

Investment Securities

Credit Risk

Credit Risk

Revenue Recognition

Revenue Recognition

	●	Step 1: Identify the contract with the customer
	●	Step 2: Identify the performance obligations in the contract
	●	Step 3: Determine the transaction price
	●	Step 4: Allocate the transaction price to the performance obligations in the contract
	●	Step 5: Recognize revenue when the company satisfies a performance obligation

	●	The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct).
	●	The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

Research and Development Costs

Research and Development Costs

Income Taxes

Income Taxes

Stock-Based Compensation

Stock-Based Compensation

Long-Lived Assets and Goodwill

Long-Lived Assets and Goodwill

Basic and Diluted Net Loss Per Common Share

Basic and Diluted Net Loss Per Common Share

	Three and Nine Months Ended September 30,
	2019		2018
Unvested restricted stock		5,357,204		4,604,775
Stock options		2,539,540		610,000
Warrants		147,058		—
Shares issuable upon note conversion		16,956		16,147
Total		8,060,758		5,230,922

INVESTMENT SECURITIES (Tables)

9 Months Ended

Sep. 30, 2019

Investments Debt And Equity Securities [Abstract]

Schedule of held-to-maturity securities

The following tables summarize our investment securities at September 30, 2019 and December 31, 2018:

(in thousands)	September 30, 2019
	Amortized cost, as adjusted		Gross unrealized holding gains		Gross unrealized holding losses		Estimated fair value
Short-term investments:
Obligations of domestic governmental agencies (maturing between October 2019 and September 2020) (held-to-maturity)	$	27,776	$	35	$	3	$	27,808
Total short-term investment securities	$	27,776	$	35	$	3	$	27,808


	December 31, 2018
	Amortized cost, as adjusted		Gross unrealized holding gains		Gross unrealized holding losses		Estimated fair value
Short-term investments:
Obligations of domestic governmental agencies (maturing between January 2019 and November 2019) (held-to-maturity)	$	26,943	$	2	$	10	$	26,935
Total short-term investment securities	$	26,943	$	2	$	10	$	26,935

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Schedule of fair value, liabilities measured on recurring and nonrecurring basis

The following tables provide the fair value measurements of applicable financial liabilities as of September 30, 2019 and December 31, 2018:

(in thousands)	Financial liabilities at fair value as of September 30, 2019
	Level 1		Level 2		Level 3		Total

5% Notes	$	—	$	—	$	95	$	95
Total	$	—	$	—	$	95	$	95

	Financial liabilities at fair value as of December 31, 2018
	Level 1		Level 2		Level 3		Total

5% Notes	$	—	$	—	$	67	$	67
Total	$	—	$	—	$	67	$	67

Schedule of change in level three fair value during period

The following table summarizes the changes in Level 3 instruments during the nine months ended September 30, 2019:

(in thousands)

Fair value at December 31, 2018	$	67
Interest accrued on face value of 5% Notes		690
Change in fair value of Level 3 liabilities		(662	)
Fair value at September 30, 2019	$	95

STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Schedule of Fair Value Assumptions

	Nine months ended
	September 30, 2019			September 30, 2018
Volatility		172.99-291.61			186.99-305.77
Expected term (in years)		5.0-6.25			5.0-6.25
Risk-free rate		1.96-2.49	%		2.56-2.72	%
Expected dividend yield		—	%		—	%

Schedule of Non vested Restricted Stock Units Activity

The following table summarizes restricted share activity for the nine months ended September 30, 2019:

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2018		6,095,692		$	8.07
Granted		1,586,520			12.95
Vested		(713,625	)		9.21
Forfeited		(111,380	)		7.84
Outstanding at September 30, 2019		6,857,207		$	7.68

Schedule of Stock-Based Compensation

The following table summarizes stock-based compensation expense information about restricted stock and stock options for the three and nine months ended September 30, 2019:

(in thousands)	Three months ended September 30, 2019		Nine months ended September 30, 2019
Stock-based compensation expense associated with restricted stock	$	1,253	$	3,381
Stock-based compensation expense associated with option grants		822		2,333
Total	$	2,075	$	5,714

Schedule of Warrant Activity

The following table summarizes warrant activity for the nine months ended September 30, 2019:

	Warrants		Weighted-average exercise price		Aggregate Intrinsic Value
Outstanding at December 31, 2018		—	$	—	$	—
Issued		147,058		4.08
Exercised		—		—
Expired		—		—
Outstanding at September 30, 2019		147,058	$	4.08	$	224,999

Schedule Of Stock Options Activity

The following table summarizes stock option activity for the nine months ended September 30, 2019:

	Number of shares		Weighted- average exercise price		Weighted- average contractual term		Aggregate intrinsic value
						(in years)
Outstanding at December 31, 2018		1,916,900	$	6.50		9.75	$	—
Granted		740,000		6.90
Exercised		—		—
Forfeited		(117,360)		6.25
Expired		—		—
Outstanding at September 30, 2019		2,539,540	$	6.63		9.14	$	1,849,055
Expected to vest at September 30, 2019		2,539,540	$	6.63		9.14	$	1,849,055
Exercisable at September 30, 2019		—	$	—		—	$	—

LEASES (Tables)

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Schedule of lease cost

The following components of lease expense are included in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2019:

	Three months ended,		Nine months ended,
(in thousands)	September 30, 2019		September 30, 2019
Operating lease cost	$	1,065	$	2,058
Net lease cost	$	1,065	$	2,058

Schedule of classification of lease liabilities.

The balance sheet classification of lease liabilities was as follows:

(in thousands)	September 30, 2019
Liabilities
Lease liability – current portion	$	1,365
Lease liability – non-current		9,380
Total lease liability	$	10,745

Schedule of lease liability maturity

As of September 30, 2019, the maturities of lease liabilities were as follows:

(in thousands)	Operating leases
Remainder of 2019	$	393
2020		1,551
2021		1,560
2022		1,586
2023		1,581
After 2023		12,061
Total lease payments		18,732
Less: Interest		(7,987	)
Present value of lease liabilities(*)	$	10,745

STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($) $ / shares shares
Equity [Abstract]
Outstanding at beginning \| shares	1,916,900
Number of options, Granted \| shares	740,000
Number of options, Exercised \| shares	0
Number of options, Forfeited \| shares	(117,360)
Number of options, Expired \| shares	0
Number of options, Outstanding Ending Balance \| shares	2,539,540
Number of options, Expected to vest at September 30, 2019 \| shares	2,539,540
Number of options, Exercisable at September 30, 2019 \| shares	0
Weighted - average exercise price, Outstanding Beginning Balance \| $ / shares	$ 6.50
Weighted - average exercise price, Granted \| $ / shares	6.90
Weighted - average exercise price, Exercised \| $ / shares	0
Weighted - average exercise price, Forfeited \| $ / shares	6.25
Weighted - average exercise price, Expired \| $ / shares	0
Weighted - average exercise price, Outstanding Ending Balance \| $ / shares	6.63
Weighted - average exercise price, Expected to vest at September 30, 2019 \| $ / shares	6.63
Weighted - average exercise price, Exercisable at September 31, 2019 \| $ / shares	$ 0
Weighted - average Contractual Term	9 years 9 months
Weighted - average Contractual Term	9 years 1 month 20 days
Weighted - average Contractual Term, Expected to vest at September 30, 2019	9 years 1 month 20 days
Aggregate Intrinsic Value, Outstanding Beginning Balance \| $	$ 0
Aggregate Intrinsic Value, Outstanding Ending Balance \| $	1,849,055
Aggregate Intrinsic Value, Expected to vest at September 30, 2019 \| $	$ 1,849,055

Condensed Consolidated Statements of Stockholders’ (Deficit) Equity (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018
Offering costs	$ 0.4	$ 0.5	$ 0.2	$ 0.1	$ 1.0	$ 0.9

CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018
Cash And Cash Equivalents [Abstract]
Checking and bank deposits	$ 42,302	$ 39,268
Money market funds	2,373	2,690
Total	$ 44,675	$ 41,958	$ 70,718

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Fair Value Disclosures [Abstract]
Cumulative Liability	$ 19.1	$ 18.4

STOCKHOLDERS' EQUITY (Details 1)	9 Months Ended
STOCKHOLDERS' EQUITY (Details 1)	Sep. 30, 2019	Sep. 30, 2018
Volatility, minimum	172.99%	186.99%
Volatility, maximum	291.61%	305.77%
Risk-free rate, minimum	1.96%	2.56%
Risk-free rate, maximum	2.49%	2.72%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Expected term (in years)	5 years	5 years
Maximum [Member]
Expected term (in years)	6 years 3 months	6 years 3 months

STOCKHOLDERS' EQUITY (Details 2) - Unvested Restricted Shares [Member]	9 Months Ended
	Sep. 30, 2019 $ / shares shares
Number of Shares, Outstanding at Beginning Balance \| shares	6,095,692
Number of Shares, Outstanding at Ending Balance \| shares	6,857,207
Weighted Average Grant Date Fair Value, Outstanding at Begining Balance \| $ / shares	$ 8.07
Weighted Average Grant Date Fair Value, Outstanding at Ending Balance \| $ / shares	$ 7.68
Unvested Restricted Shares [Member]
Number of Shares, Granted \| shares	1,586,520
Number of Shares, Vested \| shares	(713,625)
Number of Shares, Forfeited \| shares	(111,380)
Weighted Average Grant Date Fair Value, Granted \| $ / shares	$ 12.95
Weighted Average Grant Date Fair Value, Vested \| $ / shares	9.21
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	$ 7.84

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	96,670,197	83,911,855
Common stock, shares outstanding	96,628,888	83,870,546
Treasury stock, shares	41,309	41,309

INVESTMENT SECURITIES (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
INVESTMENT SECURITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Amortized cost, as adjusted	$ 27,776	$ 26,943
Gross unrealized holding gains	35	2
Gross unrealized holding losses	3	10
Estimated fair value	27,808	26,935
Short-term Investments [Member] \| US Government Agencies Debt Securities [Member]
Amortized cost, as adjusted	27,776	26,943
Gross unrealized holding gains	35	2
Gross unrealized holding losses	3	10
Estimated fair value	$ 27,808	$ 26,935

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
5% Notes	$ 95	$ 67
Total	95	67
Fair Value, Inputs, Level 1 [Member]
5% Notes	0	0
Total	0	0
Fair Value, Inputs, Level 2 [Member]
5% Notes	0	0
Total	0	0
Fair Value, Inputs, Level 3 [Member]
5% Notes	95	67
Total	$ 95	$ 67

STOCKHOLDERS' EQUITY (Details 3) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
STOCKHOLDERS' EQUITY (Details 3) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018
Equity [Abstract]
Stock-based compensation expense associated with restricted stock	$ 1,253	$ 3,381
Stock-based compensation expense associated with option grants	822	2,333
Noncash stock compensation expense	$ 2,075	$ 5,714	$ 11,428

STOCKHOLDERS' EQUITY (Details 4) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($) $ / shares shares
Equity [Abstract]
Number of Warrants, Outstanding at Beginning Balance	0
Number of Warrants, Issued	147,058
Number of Warrants, Exercised	0
Number of Warrants, Expired	0
Number of Warrants, Outstanding at Ending Balance	147,058
Weighted Average Exercise Price, Issued \| $ / shares	$ 4.08
Weighted Average Exercise Price, Outstanding \| $ / shares	$ 4.08
Aggregate Intrinsic Value, Outstanding \| $	$ 224,999

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	9 Months Ended
	Nov. 12, 2019	Sep. 30, 2019	Dec. 31, 2018
Preferred stock, shares authorized		10,000,000	10,000,000
Preferred stock, par value (in dollars per share)		$ 0.001	$ 0.001
Common stock, shares authorized		150,000,000	150,000,000
Common stock, par value (in dollars per share)		$ 0.001	$ 0.001
Options outstanding		2,539,540	1,916,900
Unrecognized compensation expense		$ 5.3
2017 ATM [Member]
Shares sold under plan		6,559,819
Gross proceeds from sale off common stock		$ 50.0
Selling price per share		$ 7.62
Net proceeds from sale off common stock		$ 49.2
2017 ATM [Member] \| Subsequent Event [Member]
Shares sold under plan	3,641,346
Gross proceeds from sale off common stock	$ 22.4
Selling price per share	$ 6.16
Net proceeds from sale off common stock	$ 22.1

OTHER LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Notes payable, Current portion, net	$ 95	$ 67
Notes Payable, Noncurrent	0	0
Notes Payable	95	67
Convertible Notes [Member]
Notes payable, Current portion, net	95	67
Notes Payable, Noncurrent	0	0
Notes Payable	$ 95	$ 67

OTHER LIABILITIES (Details Narrative) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020
Cumulative Liability	$ 19.1	$ 18.4
Interest Expenses	0.5
Agreement costs included in noncurrent liabilities		$ 18.4
Agreement costs included in current liabilities	$ 43.0
Subsequent Event [Member]
Agreement costs included in noncurrent liabilities			$ 21.3	$ 4.0	$ 17.7

LONG-TERM DEBT (Details) - $ / shares	9 Months Ended
LONG-TERM DEBT (Details) - $ / shares	Sep. 30, 2019	Sep. 30, 2018
Expected dividend yield	0.00%	0.00%
Warrant [Member] \| Warrant [Member]
Exercise Price	$ 4.08
Common share price on date of issuance	$ 6.80
Volatility	195.90%
Risk-free interest rate	2.63%
Expected dividend yield	0.00%
Contractual term (in years)	7 years

LONG-TERM DEBT (Details 1) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
Long-term debt	$ 30,000
End of term fee	975
Long-term debt, gross	30,975
Less: unamortized debt issuance costs	(2,234)
Long-term Debt	28,741
Less: Current portion	0
Long-term debt– non-current	$ 28,741	$ 0

LEASES (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
LEASES (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2019
Leases [Abstract]
Operating lease cost	$ 1,065	$ 2,058
Net lease cost	$ 1,065	$ 2,058

LEASES (Details 1) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Leases [Abstract]
Lease liability – current portion	$ 1,365	$ 0
Lease liability – non current	9,380	$ 0
Total lease liability	$ 10,745

LEASES (Details 2) $ in Thousands	Sep. 30, 2019 USD ($)
Leases [Abstract]
Remainder of 2019	$ 393
2020	1,551
2021	1,560
2022	1,586
2023	1,581
After 2023	12,061
Total lease payments	18,732
Less: Interest	(7,987)
Total lease liability	$ 10,745

LEASES (Details Narrative) $ in Thousands	9 Months Ended
LEASES (Details Narrative) $ in Thousands	Sep. 30, 2019 USD ($) ft²	Jan. 01, 2019 USD ($)	Dec. 31, 2018 USD ($)
Lease liability	$ 10,745
Right of use asset	$ 8,493		$ 0
Office Agreement [Member]
Percentage of occupancy	45.00%
Average annual rental payments	$ 1,100
Operating lease, initial commitment period	15 years
Lease liability	$ 10,700	$ 9,300
Right of use asset	$ 8,500	$ 7,700
Weighted-average discount rate for operating leases	1025.00%
Area of Land \| ft²	24,000
Weighted-average remaining operating lease term	9 years 6 months
Line of credit	$ 600
Additional collateral pledged	$ 600

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] $ in Millions	Oct. 31, 2019 USD ($)
Lessee Operating Lease Term Of Contract	5 years
Average annual rental payments	$ 0.3

Label	Element	Value
Restricted Cash	us-gaap_RestrictedCash	$ 1,248,000
Restricted Cash	us-gaap_RestrictedCash	$ 1,239,000