Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Pay vs Performance Disclosure [Table] |
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| Pay vs Performance [Table Text Block] |
Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” For further information concerning the Company’s compensation philosophy and how the Company seeks to align executive compensation with the Company’s performance, refer to “Executive Compensation—Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards Table.”
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Summary Compensation Table Total for PEO (1)
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Compensation Actually Paid to PEO (2)
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Average Summary Compensation Table Total for Non-PEO NEOs (3)
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Average Compensation Actually Paid to Non-PEO NEOs
(4)
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Value of Initial Fixed $100 Investment Based on Total Stockholder Return (5)
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Net (Loss) Income (millions) (6)
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| 2022 |
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$ |
2,344,168 |
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$ |
2,344,168 |
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$ |
1,009,298 |
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$ |
956,887 |
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$ |
41.69 |
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($ |
17.1 |
) |
| 2021 |
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$ |
3,510,795 |
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$ |
3,510,795 |
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$ |
1,135,708 |
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$ |
349,707 |
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$ |
47.25 |
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$ |
15.8 |
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| (1) |
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Neal (our Chief Executive Officer and PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
| (2) |
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Neal, as computed in accordance with Item 402(v) of Regulation S-K.
The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Neal during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments w ere made to Mr. Neal’s total compensation for each year to determine the compensation actually paid: |
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Reported Summary
Compensation
Table Total for PEO
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Equity Award Adjustments (b)
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Compensation
Actually Paid
to PEO
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| 2022 |
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$ |
2,344,168 |
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— |
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— |
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$ |
2,344,168 |
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| 2021 |
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$ |
3,510,795 |
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($ |
2,633,242 |
) |
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$ |
2,633,242 |
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$ |
3,510,795 |
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(a) |
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
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(b) |
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The stock option agreement granted in 2021 to Mr. Neal provided that if Mr. Neal met certain age and service criteria, he would be eligible to |
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“retire” and his option would become fully exercisable. At the time of grant, Mr. Neal had satisfied such retirement eligibility and the service-based vesting requirements were deemed to have been met. Therefore, the same fair value is being used for the equity award adjustment as was used for the Summary Compensation Table. The amounts deducted or added in calculating the equity award adjustments are as follows: |
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Year End
Fair
Value of
Outstanding
and
Unvested
Equity
Awards
granted in
the Year
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Year over
Year Change
in
Fair Value of
Outstanding
and
Unvested
Equity
Awards
Granted in
Prior Years
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Fair Value
as of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
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Year over
Year
Change in
Fair Value
of Equity
Awards
Granted
in Prior
Years that
Vested in
the Year
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Fair Value
at the End
of the
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
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| 2022 |
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— |
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— |
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— |
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— |
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— |
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— |
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| 2021 |
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— |
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— |
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$ |
2,633,242 |
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— |
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— |
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$ |
2,633,242 |
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| (3) |
The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Neal, who has served as our CEO since 2016) in the “ Total” column of the Summary Compensation Table in each applicable year. Mr. Burns was the sole NEO (excluding Mr. Neal) included for purposes of calculating the average amounts in each applicable year. |
| (4) |
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Neal), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Neal) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Neal) for each year to determine the compensation actually paid, using the same methodology described above in Note (2): |
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Reported Summary Compensation Table Total for Non-PEO NEOs
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Average Compensation Actually Paid to Non-PEO NEOs
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| 2022 |
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$ |
1,009,298 |
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($ |
470,850 |
) |
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$418,439 |
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$ |
956,887 |
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| 2021 |
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$ |
1,135,708 |
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($ |
599,719 |
) |
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($186,282) |
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$ |
349,707 |
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(a) |
The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
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Fair
Value of
Outstanding
and
Unvested
Equity
Awards
granted in
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Year over
Year Average
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Years
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Average
Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in
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Year over
Year
Average
Change in
Fair Value of
Equity
Awards
Granted in
Prior Years
that Vested
in the Year
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Average Fair
Value at the
End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
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Average
Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
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| 2022 |
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$ |
345,047 |
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($ |
20,942 |
) |
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$ |
97,611 |
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($ |
3,277 |
) |
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$ |
0 |
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— |
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$ |
418,439 |
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| 2021 |
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$ |
133,929 |
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($ |
224,276 |
) |
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$ |
90,689 |
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($ |
186,624 |
) |
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$ |
0 |
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— |
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($ |
186,282 |
) |
| (5) |
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
| (6) |
The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. Due to the fact that the Company is a biotech royalty aggregator, our revenue is comprised of licensing fees, milestone payments and royalties from our legacy discovery and development business and future milestone payments and royalties from our royalty aggregator business. Consequently, we did not use net income (loss) as a performance measure in our executive compensation program. Moreover, because the generation of revenues related to licensing fees, milestone payments, and royalties is dependent on the achievement of milestones or product sales by our partners, we do not believe there is any meaningful relationship between our net income and compensation actually paid to our NEOs during the periods presented. |
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| Named Executive Officers, Footnote [Text Block] |
Mr. Burns was the sole NEO (excluding Mr. Neal) included for purposes of calculating the average amounts in each applicable year.
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| PEO Total Compensation Amount |
$ 2,344,168
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$ 3,510,795
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| PEO Actually Paid Compensation Amount |
$ 2,344,168
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3,510,795
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| Adjustment To PEO Compensation, Footnote [Text Block] |
| (2) |
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Neal, as computed in accordance with Item 402(v) of Regulation S-K.
The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Neal during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments w ere made to Mr. Neal’s total compensation for each year to determine the compensation actually paid: |
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Reported Summary
Compensation
Table Total for PEO
|
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Equity Award Adjustments (b)
|
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Compensation
Actually Paid
to PEO
|
| 2022 |
|
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$ |
2,344,168 |
|
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|
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— |
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— |
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$ |
2,344,168 |
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| 2021 |
|
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$ |
3,510,795 |
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|
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($ |
2,633,242 |
) |
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$ |
2,633,242 |
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$ |
3,510,795 |
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(a) |
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
| |
(b) |
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The stock option agreement granted in 2021 to Mr. Neal provided that if Mr. Neal met certain age and service criteria, he would be eligible to |
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“retire” and his option would become fully exercisable. At the time of grant, Mr. Neal had satisfied such retirement eligibility and the service-based vesting requirements were deemed to have been met. Therefore, the same fair value is being used for the equity award adjustment as was used for the Summary Compensation Table. The amounts deducted or added in calculating the equity award adjustments are as follows: |
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Year End
Fair
Value of
Outstanding
and
Unvested
Equity
Awards
granted in
the Year
|
|
Year over
Year Change
in
Fair Value of
Outstanding
and
Unvested
Equity
Awards
Granted in
Prior Years
|
|
Fair Value
as of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
|
|
Year over
Year
Change in
Fair Value
of Equity
Awards
Granted
in Prior
Years that
Vested in
the Year
|
|
Fair Value
at the End
of the
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
|
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|
| 2022 |
|
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— |
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— |
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— |
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— |
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— |
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— |
|
| 2021 |
|
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|
— |
|
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|
— |
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$ |
2,633,242 |
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— |
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— |
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$ |
2,633,242 |
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| Non-PEO NEO Average Total Compensation Amount |
$ 1,009,298
|
1,135,708
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 956,887
|
349,707
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| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
| (4) |
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Neal), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Neal) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Neal) for each year to determine the compensation actually paid, using the same methodology described above in Note (2): |
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Reported Summary Compensation Table Total for Non-PEO NEOs
|
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|
Average Compensation Actually Paid to Non-PEO NEOs
|
| 2022 |
|
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$ |
1,009,298 |
|
|
|
($ |
470,850 |
) |
|
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|
$418,439 |
|
|
|
$ |
956,887 |
|
| 2021 |
|
|
$ |
1,135,708 |
|
|
|
($ |
599,719 |
) |
|
|
|
($186,282) |
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|
$ |
349,707 |
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| |
(a) |
The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
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|
Fair
Value of
Outstanding
and
Unvested
Equity
Awards
granted in
|
|
Year over
Year Average
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Years
|
|
Average
Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in
|
|
Year over
Year
Average
Change in
Fair Value of
Equity
Awards
Granted in
Prior Years
that Vested
in the Year
|
|
Average Fair
Value at the
End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
|
|
Average
Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
|
|
|
| 2022 |
|
|
$ |
345,047 |
|
|
|
($ |
20,942 |
) |
|
|
$ |
97,611 |
|
|
|
($ |
3,277 |
) |
|
|
$ |
0 |
|
|
|
|
— |
|
|
|
$ |
418,439 |
|
| 2021 |
|
|
$ |
133,929 |
|
|
|
($ |
224,276 |
) |
|
|
$ |
90,689 |
|
|
|
($ |
186,624 |
) |
|
|
$ |
0 |
|
|
|
|
— |
|
|
|
($ |
186,282 |
) |
|
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| Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
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| Compensation Actually Paid vs. Net Income [Text Block] |
Compensation Actually Paid and Net Income (Loss) As a biotech royalty aggregator, our revenue is comprised of licensing fees, milestone payments and royalties from our legacy discovery and development business and future milestone payments and royalties from our royalty aggregator business. Consequently, we did not use net income (loss) as a performance measure in our executive compensation program. Moreover, because the generation of revenues related to licensing fees, milestone payments, and royalties is dependent on the achievement of milestones or product sales by our partners, we do not believe there is any meaningful relationship between our net income and compensation actually paid to our NEOs during the periods presented.
|
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| Total Shareholder Return Amount |
$ 41.69
|
47.25
|
| Net Income (Loss) |
$ (17,100,000)
|
15,800,000
|
| PEO Name |
Mr. Neal
|
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| PEO [Member] | Reported Value of Equity Awards [Member] |
|
|
| Pay vs Performance Disclosure [Table] |
|
|
| Adjustment to Compensation Amount |
|
(2,633,242)
|
| PEO [Member] | Equity Award Adjustments [Member] |
|
|
| Pay vs Performance Disclosure [Table] |
|
|
| Adjustment to Compensation Amount |
|
2,633,242
|
| PEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] |
|
|
| Pay vs Performance Disclosure [Table] |
|
|
| Adjustment to Compensation Amount |
|
2,633,242
|
| PEO [Member] | Total Equity Award Adjustments [Member] |
|
|
| Pay vs Performance Disclosure [Table] |
|
|
| Adjustment to Compensation Amount |
|
2,633,242
|
| Non-PEO NEO [Member] | Reported Value of Equity Awards [Member] |
|
|
| Pay vs Performance Disclosure [Table] |
|
|
| Adjustment to Compensation Amount |
$ (470,850)
|
(599,719)
|
| Non-PEO NEO [Member] | Equity Award Adjustments [Member] |
|
|
| Pay vs Performance Disclosure [Table] |
|
|
| Adjustment to Compensation Amount |
418,439
|
(186,282)
|
| Non-PEO NEO [Member] | Year End Fair Value of Outstanding and Unvested Equity Awards Granted [Member] |
|
|
| Pay vs Performance Disclosure [Table] |
|
|
| Adjustment to Compensation Amount |
345,047
|
133,929
|
| Non-PEO NEO [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted [Member] |
|
|
| Pay vs Performance Disclosure [Table] |
|
|
| Adjustment to Compensation Amount |
(20,942)
|
(224,276)
|
| Non-PEO NEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] |
|
|
| Pay vs Performance Disclosure [Table] |
|
|
| Adjustment to Compensation Amount |
97,611
|
90,689
|
| Non-PEO NEO [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested [Member] |
|
|
| Pay vs Performance Disclosure [Table] |
|
|
| Adjustment to Compensation Amount |
(3,277)
|
(186,624)
|
| Non-PEO NEO [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions [Member] |
|
|
| Pay vs Performance Disclosure [Table] |
|
|
| Adjustment to Compensation Amount |
0
|
0
|
| Non-PEO NEO [Member] | Total Equity Award Adjustments [Member] |
|
|
| Pay vs Performance Disclosure [Table] |
|
|
| Adjustment to Compensation Amount |
$ 418,439
|
$ (186,282)
|
