Note A - Description of Business and Basis of Presentation
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Business Description and Basis of Presentation [Text Block]
A.
Description of Business and Basis of Presentation
 
 
KemPharm, Inc. (the “
Company”) is a clinical-stage specialty pharmaceutical company engaged in the discovery and development of proprietary prodrugs. Through the use of its Ligand Activated Therapy (“LAT”) platform technology, the Company is able to initiate and pursue the development of improved versions of widely prescribed, approved drugs. The Company was formed on
October
 
30,
2006,
and incorporated in Iowa, and reorganized in Delaware on
May
30,
2014.
 
The Company has experienced recurring losses from
operations and negative operating cash flows due to its ongoing research and development of its potential product candidates. The Company also has an accumulated deficit at 
December
31,
2016.
Various internal and external factors will affect whether and when the candidates become approved drugs and how significant their market share will be. The length of time and cost of developing and commercializing these candidates and/or failure of them at any stage of the drug approval process will materially affect the Company’s financial condition and future operations.
 
Reverse Stock Split
 
On
April
2,
2015,
the Company effected a
1
-for-
7.5
reverse stock split of its issued common stock. All applicable share data, per share amounts and related information in the financial statements and notes thereto have been adjusted re
troactively to give effect to the
1
-for-
7.5
reverse stock split.
 
Initial Public Offering
 
In
April
2015,
the Company completed an initial public offering (“IPO”) of its common stock. In connection with the initial closing of the IPO, the Company sold an aggregate of
5,090,909
shares of common stock at a price to the public of
$11.00
per share. In
May
2015,
the underwriters in the IPO exercised their option to purchase additional shares pursuant to which the Company sold an additional
763,636
shares of common stock at a price equal to the public price of
$11.00
per share. In the aggregate, net proceeds from the IPO, including net proceeds from the underwriter
s’ exercise of their option to purchase additional shares, were
$59.9
million, after deducting underwriting discounts and commissions of
$4.5
million. In addition, offering expenses totaled
$2.8
million. Upon completion of the IPO, all outstanding shares of the Company’s redeemable convertible preferred stock were converted or reclassified into
5,980,564
shares of common stock and all outstanding warrants to acquire shares of the Company’s redeemable convertible preferred stock became warrants to acquire the Company’s common stock. In connection with the IPO, the Company amended and restated its Amended and Restated Certificate of Incorporation to change the authorized capital stock to
250,000,000
shares, designated as common stock, and
10,000,000
shares, designated as preferred stock, each with a par value of
$0.0001
per share.
 
Entry into
 ATM Agreement
 
On
October
3,
2016,
the Company entered into a Common Stock Sales Agreement (the “
ATM Agreement”) with Cowen and Company (“Cowen”) under which the Company
may
offer and sell, from time to time, in its sole discretion, shares of common stock having an aggregate offering price of up to
$50,000,000
through Cowen as the Company's sales agent. The registration statement on Form S-
3
included a prospectus covering the offering up to
$20,000,000
of shares of common stock in accordance with the ATM Agreement.
 
The Company
’s registration statement on Form S-
3
contemplated under the ATM Agreement was declared effective by the SEC on
October
17,
2016.
 
Cowen
may
sell common stock under the
 ATM Agreement by any method permitted by law deemed to be an “at the market offering” as defined in Rule
415
of the Securities Act, including without limitation sales made by means of ordinary brokers’ transactions on The NASDAQ Global Market or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise directed by the Company. Cowen will use commercially reasonable efforts to sell the common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company
may
impose). The Company will pay Cowen a commission of up to
three
percent
(3.0%)
of the gross sales proceeds of any common stock sold through Cowen under the ATM Agreement, and also has provided Cowen with customary indemnification rights.
 
The Company is not obligated to make any sales of common stock under the
 ATM Agreement. The offering of shares of common stock pursuant to the ATM Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the ATM Agreement, or (ii) termination of the ATM Agreement in accordance with its terms.
As of
 
December
31,
2016,
the Company had deferred offering costs recorded within other long-term assets in the amount of
$0.2
million.
 
Reclas
sifications
 
During the
first
quarter of
2016
, the Company adopted Accounting Standards Update (“ASU”)
2015
-
03,
Interest – Imputation of Interest (Subtopic
835
-
30)
(“ASU
2015
-
03”),
which requires the debt issuance costs related to a recognized debt liability be presented in the balance sheet as direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts. The adoption of ASU
2015
-
03
reduced the Company’s assets and liabilities by the amount of the debt issuance costs, which was
$1.1
million at
December
31,
2015.
This reclassification had no effect on reported net loss or cash flows.