Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Acer Therapeutics Inc. | |
Entity Central Index Key | 1,069,308 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Trading Symbol | ACER | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 10,052,988 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 46,185,410 | $ 15,644,355 |
Prepaid expenses | 1,144,094 | 881,887 |
Total current assets | 47,329,504 | 16,526,242 |
Property and equipment, net | 131,288 | 62,984 |
Other assets: | ||
Goodwill | 7,647,267 | 7,647,267 |
In-process research and development | 118,600 | 118,600 |
Other non-current assets | 34,028 | 13,648 |
Total assets | 55,260,687 | 24,368,741 |
Current liabilities: | ||
Accounts payable | 595,438 | 95,873 |
Accrued expenses | 1,559,519 | 1,937,331 |
Total liabilities | 2,154,957 | 2,033,204 |
Commitments (Note 5) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value at September 30, 2018 and no par value at December 31, 2017; authorized 10,000,000 shares; none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value at September 30, 2018 and $0.01 par value at December 31, 2017; authorized 150,000,000 shares; 10,052,988 and 7,497,433 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 1,005 | 74,974 |
Additional paid-in capital | 91,440,982 | 47,812,215 |
Accumulated deficit | (38,336,257) | (25,551,652) |
Total stockholders’ equity | 53,105,730 | 22,335,537 |
Total liabilities and stockholders’ equity | $ 55,260,687 | $ 24,368,741 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, no par value | $ 0.0001 | $ 0 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 10,052,988 | 7,497,433 |
Common stock, shares outstanding | 10,052,988 | 7,497,433 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating expenses: | ||||
Research and development | $ 2,377,916 | $ 2,057,421 | $ 7,140,046 | $ 6,948,816 |
General and administrative | 1,729,446 | 1,302,401 | 5,874,423 | 2,792,424 |
Total operating expenses | 4,107,362 | 3,359,822 | 13,014,469 | 9,741,240 |
Loss from operations | (4,107,362) | (3,359,822) | (13,014,469) | (9,741,240) |
Other income (expense): | ||||
Interest income | 138,671 | 2,993 | 205,916 | 4,819 |
Interest expense | 0 | (120,229) | 0 | (242,982) |
Loss on disposal of asset | 0 | (967) | 0 | (967) |
Foreign currency transaction gain | 3,180 | 0 | 23,948 | 0 |
Total other income (expense), net | 141,851 | (118,203) | 229,864 | (239,130) |
Net loss | $ (3,965,511) | $ (3,478,025) | $ (12,784,605) | $ (9,980,370) |
Net loss per share - basic and diluted | $ (0.43) | $ (1.09) | $ (1.59) | $ (3.69) |
Weighted average common shares outstanding - basic and diluted | 9,136,321 | 3,199,796 | 8,049,732 | 2,702,678 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (12,784,605) | $ (9,980,370) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense | 242,982 | |
Share-based compensation | 931,517 | 136,617 |
Depreciation | 16,624 | 2,711 |
Loss on disposal of property and equipment | 967 | |
Write-off of deferred financing costs | 1,901 | |
Changes in operating assets and liabilities | ||
Prepaid expenses | (262,207) | (291,703) |
Accounts payable | 499,566 | 156,029 |
Accrued expenses | (377,813) | (157,890) |
Other non-current assets | (20,380) | |
Net cash used in operating activities | (11,997,298) | (9,888,756) |
Cash flows from investing activities: | ||
Cash acquired in Merger, net of payment in lieu of fractional shares | 1,030,123 | |
Purchase of property and equipment | (84,928) | (2,523) |
Net cash (used in) provided by investing activities | (84,928) | 1,027,600 |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock, net of issuance costs | 42,623,281 | 10,000,000 |
Deferred financing costs | (68,530) | |
Proceeds from convertible notes payable | 5,500,000 | |
Net cash provided by financing activities | 42,623,281 | 15,431,470 |
Net increase in cash and cash equivalents | 30,541,055 | 6,570,314 |
Cash and cash equivalents, beginning of period | 15,644,355 | 1,834,018 |
Cash and cash equivalents, end of period | $ 46,185,410 | 8,404,332 |
Supplemental non-cash financing transactions: | ||
Accretion of issuance costs on Series A Convertible Redeemable Preferred stock | 51,943 | |
Accretion of issuance costs on Series B Convertible Redeemable Preferred stock | 127,780 | |
Conversion of Series A Convertible Redeemable Preferred stock to common stock | 4,166,164 | |
Conversion of Series B Convertible Redeemable Preferred stock to common stock | 8,149,995 | |
Conversion of convertible notes payable and accrued interest to common stock | 5,674,452 | |
Issuance of common stock in Merger (Note 1) | $ 6,978,916 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Business Acer Therapeutics Inc., a Delaware corporation (the “Company”), formerly known as Opexa Therapeutics, Inc. (the “Registrant”), is a pharmaceutical company focused on the acquisition, development, and commercialization of therapies for patients with serious rare and ultra-rare diseases with critical unmet medical need. The Company’s late-stage clinical pipeline includes two candidates for severe genetic disorders: EDSIVO™ (celiprolol) for vascular Ehlers-Danlos syndrome (“vEDS”), and ACER-001 (a fully taste-masked, immediate release formulation of sodium phenylbutyrate) for urea cycle disorders (“UCD”) and Maple Syrup Urine Disease (“MSUD”). There are no FDA-approved drugs for vEDS and MSUD and limited options for UCD, which collectively impact approximately 7,000 patients in the United States. The Company’s products have clinical proof-of-concept and mechanistic differentiation, and it intends to seek approval for them in the U.S. by using the regulatory pathway established under section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act, or FFDCA, that allows an applicant to rely at least in part on third-party data for approval, which may expedite the preparation, submission, and approval of a marketing application. Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. The Company has not generated any product revenue to date and may never generate any product revenue in the future. Merger and Reverse Stock Split On September 19, 2017, the Registrant completed its business combination with Acer Therapeutics Inc., a Delaware corporation (“Private Acer”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of June 30, 2017, by and among the Registrant, Opexa Merger Sub, Inc. (“Merger Sub”) and Private Acer (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Private Acer, with Private Acer surviving as a wholly-owned subsidiary of the Registrant (the “Merger”). This transaction was approved by the Registrant’s stockholders at a special meeting of its stockholders on September 19, 2017. Also on September 19, 2017, in connection with, and prior to the completion of, the Merger, the Registrant effected a 1-for-10.355527 reverse stock split of its then outstanding common stock (the “Reverse Split”) and immediately following the Merger, the Registrant changed its name to “Acer Therapeutics Inc.” pursuant to amendments to its certificate of formation filed with the Texas Secretary of State on September 19, 2017. All share numbers have been adjusted to reflect the Reverse Split. Following the completion of the Merger, the business conducted by the Registrant became primarily the business conducted by Private Acer, which is a pharmaceutical company that acquires, develops and intends to commercialize therapies for patients with serious rare and ultra-rare diseases with critical unmet medical need. Delaware Reincorporation and Subsidiary Merger On May 15, 2018, the Company changed its state of incorporation from the State of Texas to the State of Delaware (the “Reincorporation”) pursuant to a plan of conversion, dated May 15, 2018. The Company filed the following instruments on May 15, 2018 to effect the Reincorporation: (i) a certificate of conversion with the Texas Secretary of State; (ii) a certificate of conversion with the Delaware Secretary of State; and (iii) a certificate of incorporation with the Delaware Secretary of State. Pursuant to the plan of conversion, the Company also adopted new bylaws, which became effective with the Reincorporation. The Reincorporation was approved by the Company’s stockholders at its annual meeting on May 14, 2018. Immediately following the Reincorporation, the Company eliminated its holding company structure by merging its wholly-owned subsidiary Private Acer with and into the Company (the “Subsidiary Merger”). The Company was the surviving corporation in connection with the Subsidiary Merger. As the Delaware certificate of incorporation used the placeholder name of “Acer Reincorporation, Inc.” due to “Acer Therapeutics Inc.” already being in existence in Delaware as Private Acer, in connection with the Subsidiary Merger the Company changed its name to “Acer Therapeutics Inc.” pursuant to a certificate of ownership and merger filed with the Delaware Secretary of State on May 15, 2018. As a result of the reincorporation, the par value of the Company’s common stock was reduced to $0.0001 from $0.01. Basis of Presentation Accounting principles generally accepted in the United States (GAAP) require that a company whose security holders retain the majority voting interest in the combined business be treated as the acquirer for financial reporting purposes. Accordingly, the Merger was accounted for as a reverse acquisition whereby Private Acer was treated as the acquirer for accounting and financial reporting purposes. Private Acer was incorporated on December 26, 2013, as part of a reorganization whereby Acer Therapeutics, LLC was converted into a corporation organized under the laws of the State of Delaware. The accompanying condensed consolidated financial statements are of (i) Private Acer up to September 18, 2017, (ii) the Registrant and its wholly-owned subsidiary Private Acer for the period beginning on September 19, 2017, and (iii) the Registrant for the period beginning on May 15, 2018. All intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in conformity with GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The accompanying condensed consolidated financial statements for the three and nine months ended September 30, 2018, have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s financial position as of September 30, 2018, the results of operations for the three and nine months ended September 30, 2018 and 2017, and the cash flows for the nine months ended September 30, 2018 and 2017. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any other future annual or interim period. The condensed consolidated balance sheet as of December 31, 2017 included herein was derived from the audited consolidated financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its 2017 Annual Report on Form 10-K. |
Significant Accounting Polices
Significant Accounting Polices | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Polices | 2. SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are described in Note 2, “Significant Accounting Policies,” in its 2017 Annual Report on Form 10-K. Share-Based Compensation The Company records share-based payments at fair value. The measurement date for compensation expense related to employee awards is generally the date of the grant. The measurement date for compensation expense related to nonemployee awards is generally the date that the performance of the awards is completed and, until such time, the fair value of the awards is remeasured at the end of each reporting period. Accordingly, the ultimate expense is not fixed until such awards are vested. The fair value of awards, net of expected forfeitures, is recognized as an expense in the statement of operations over the requisite service period, which is generally the vesting period. The fair value of options is calculated using the Black-Scholes option pricing model. This option valuation model requires the use of assumptions including, among others, the volatility of stock price, the expected term of the option, and the risk-free interest rate. The following assumptions were used to estimate the fair value of stock options granted during the nine-month period ending September 30, 2018 and 2017 using the Black-Scholes option pricing model: 2018 2017 Risk-free interest rate 2.35% - 2.98% 1.83% Expected life (years) 6.25 5.75 Volatility 60% 60% Dividend rate 0% 0% Use of Estimates The Company’s accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the condensed financial statements and reported amounts of revenues and expenses during the reporting period. Estimates having relatively higher significance include the accounting for acquisitions, stock-based compensation, and income taxes. Actual results could differ from those estimates and changes in estimates may occur. Basic and Diluted Net Loss per Common Share Basic and diluted net loss per common share is computed by dividing net loss in each period by the weighted average number of shares of common stock outstanding during such period. For the periods presented, common stock equivalents, consisting of options, convertible redeemable preferred stock and warrants, were not included in the calculation of the diluted loss per share because to do so would be anti-dilutive. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350) In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 3. PROPERTY AND EQUIPMENT Property and equipment consisted of the following at September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Computer hardware and software $ 46,564 $ 16,555 Leasehold improvements 7,648 7,968 Furniture and fixtures 97,742 42,503 Subtotal property and equipment, gross 151,954 67,026 Less accumulated depreciation (20,666 ) (4,042 ) Property and equipment, net $ 131,288 $ 62,984 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2018 | |
Accounts Payable And Accrued Liabilities Current [Abstract] | |
Accrued Expenses | 4. ACCRUED EXPENSES Accrued expenses consisted of the following at September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Accrued license fees $ 791,820 $ 817,578 Accrued pre-commercial costs — 341,159 Accrued consulting 205,290 102,156 Accrued contract research 137,318 99,140 Accrued miscellaneous expenses 51,394 73,348 Accrued contract manufacturing 91,363 218,108 Accrued audit and tax 142,715 111,250 Accrued legal 139,619 174,592 $ 1,559,519 $ 1,937,331 |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies [Abstract] | |
Commitments | 5. COMMITMENTS Litigation From time to time, the Company may become involved in litigation or proceedings relating to claims arising from the ordinary course of business. On September 27, 2017, Piper Jaffray & Co. (“Piper”) filed a lawsuit against Private Acer, Piper Jaffray & Co. v. Acer Therapeutics Inc., Index No. 656055/2017, in the Supreme Court of the State of New York, County of New York. The complaint alleges that Private Acer breached its obligations to Piper pursuant to an August 30, 2016 engagement letter between the parties and an April 28, 2017 addendum thereto by failing to pay Piper (i) a fee of $1,097,207 in connection with the financing which closed on September 19, 2017 for aggregate consideration of approximately $15.7 million and (ii) $67,496 in reimbursement for expenses incurred by Piper pursuant to the engagement letter. On November 10, 2017, Private Acer filed an answer and counterclaim in the lawsuit, denying Piper breach of contract allegation, asserting several defenses, and bringing several counterclaims, including claims for breach of contract and breach of the duty of good faith and fair dealing. Piper filed a reply to the counterclaims denying the essential allegations, and discovery has commenced. The Company has not recorded a liability as of September 30, 2018, because a potential loss is not probable or reasonably estimable given the preliminary nature of the proceedings. Newton Lease The Company entered into a Lease Agreement effective March 6, 2018 (the “Newton Lease”) with Commonwealth Development LLC, as trustee of the Gateway Realty Trust (the “Newton Landlord”). Pursuant to the Newton Lease, the Company has leased certain premises consisting of 2,760 square feet of office space located at One Gateway Center, Suite 351, 300 Washington Street, Newton, Massachusetts (the “Newton Premises”) to serve as its corporate headquarters. The term of the Newton Lease commences on October 1, 2018 and expires on September 30, 2021. The Newton Lease provides for base rent as follows: Month of Term Under Newton Lease Monthly Base Rent 1 to 12 $ 8,480 13 to 24 $ 8,710 25 to 36 $ 8,940 The Company’s remaining commitment for rent under the Newton Lease is $313,560. In addition, the Company is required to share in certain taxes and operating expenses of the Newton Premises. Bend Lease The Company entered into a Triple Net Lease (the “Bend Lease”) effective April 1, 2018 with Eastern Western Corp. (the “Bend Landlord”). Pursuant to the Bend Lease, the Company has leased certain premises consisting of 2,288 square feet of office space located at 1000 NW Wall Street, Suite 220, Bend, Oregon (the “Bend Premises”) to serve as a satellite facility. The term of the Bend Lease commenced on April 1, 2018 and expires on March 31, 2021 (the “Bend Term”). The Company has an option to extend the Bend Term for up to two additional periods of three years and a right of first refusal to lease an additional suite in the same building. The Bend Lease provides for base rent as follows: Month of Term Under Bend Lease Monthly Base Rent 1 to 12 $ 4,004 13 to 24 $ 4,124 25 to 36 $ 4,248 The Company’s remaining commitment at September 30, 2018 for rent under the Bend Lease is $124,488. In addition, the Company is required to share in certain taxes and operating expenses of the Bend Premises. License Agreement On August 3, 2016, Private Acer entered into an agreement with Assistance Publique—Hôpitaux de Paris, Hôpital Européen Georges Pompidou (“AP-HP”) whereby the Company acquired the exclusive worldwide rights to access and use pivotal clinical trial data from a multicenter, prospective, randomized, open trial related to the use of celiprolol for the treatment of vEDS patients. The Company is using this data to support its submission of a new drug application (“NDA”) for EDSIVOTM for the treatment of vEDS. The agreement requires the Company to make certain upfront payments to AP-HP, reimburse certain of AP-HP’s costs, make payments upon achievement of defined milestones and pay low single digit percent royalties on net sales of celiprolol over the royalty term. On September 19, 2018, the Company entered into a License Agreement for Development and Exploitation with AP-HP to acquire the exclusive worldwide intellectual property rights to three European patent applications relating to certain uses of celiprolol including (i) the optimal dose of celiprolol in treating vEDS patients, (ii) the use of celiprolol during pregnancy and (iii) the use of celiprolol to treat kyphoscoliotic Ehlers-Danlos syndrome (type VI). Pursuant to the agreement, the Company will reimburse AP-HP for certain costs and will pay annual maintenance fee payments. Subject to a minimum royalty amount, the Company will also pay royalty payments on annual net sales of celiprolol during the royalty term in the low single digit percent range, depending upon whether there is a valid claim of a licensed patent. Under the agreement, the Company will control and pay the costs of ongoing patent prosecution and maintenance for the licensed applications. The term of the agreement expires on a country-by-country basis upon the later of (a) 15 years after the first commercial sale of celiprolol in any country in which there is no valid claim of a licensed patent, and (b) upon the last to occur of (i) expiration or invalidation of the last valid claim in any country, (ii) expiration of the supplementary protection certificates granted to celiprolol and (iii) expiration of the market exclusivity period conferred by obtaining an AMM orpheline (orphan Marketing Authorization), a PUMA (Paediatric Use Marketing Authorization) or U.S. FDA orphan drug designation. The Company may terminate the agreement in its sole discretion upon written notice to AP-HP, and AP-HP may terminate the agreement in the event the Company fails to make the required payments after notice and opportunity to cure. Additionally, the agreement will terminate if the Company terminates clinical development, marketing approval is withdrawn by the health or regulatory authorities in all countries, the Company ceases to do business or there is a procedure of winding-up by court decision against the Company. The Company subsequently filed three U.S. patent applications on this subject matter in October 2018. On April 4, 2014, Private Acer obtained exclusive rights to patents and certain other intellectual property relating to ACER-001 and preclinical and clinical data, through an exclusive license agreement with Baylor College of Medicine (“BCM”). Under the terms of the agreement, as amended, the Company has worldwide exclusive rights to develop, manufacture, use, sell and import products incorporating the licensed intellectual property. The license agreement requires the Company to make upfront and annual payments to BCM, reimburse certain of BCM’s legal costs, make payments upon achievement of defined milestones, and pay royalties on net sales of any developed product over the royalty term. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 6. STOCKHOLDERS’ EQUITY Underwritten Public Offering On August 3, 2018, the Company completed an underwritten public offering of 2,555,555 shares of common stock, including 333,333 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares to cover over-allotments, at a public offering price of $18.00 per share. The Company received aggregate net proceeds of approximately $42.7 million, after deducting underwriting discounts, commissions and offering-related expenses of approximately $3.3 million. 2018 Stock Incentive Plan The Company’s 2018 Stock Incentive Plan (the “2018 Plan”), adopted on May 14, 2018, provides for the grant of up to 500,000 shares of common stock as stock options, restricted stock, stock appreciation rights, restricted stock units, performance-based awards and cash-based awards that may be settled in cash, stock or other property to employees, executive officers, directors, and consultants. In addition to the 500,000 shares, the total number of shares reserved for issuance under the 2018 Plan also consists of the sum of the number of shares subject to outstanding awards under the Company’s 2010 Stock Incentive Plan, as amended and restated (the “2010 Plan”), and the 2013 Stock Incentive Plan, as amended (the “2013 Plan”), as of the effective date of the 2018 Plan that are subsequently forfeited or terminated for any reason prior to being exercised or settled, plus the number of shares subject to vesting restrictions under the 2010 Plan and the 2013 Plan on the effective date of the 2018 Plan that are subsequently forfeited, plus the number of shares reserved but not issued or subject to outstanding grants under the 2010 Plan and the 2013 Plan as of the effective date of the 2018 Plan, up to a maximum of 635,170 shares in aggregate. In addition, the number of shares that have been authorized for issuance under the 2018 Plan is automatically increased on the first day of each fiscal year beginning on January 1, 2019, and ending on (and including) January 1, 2028, in an amount equal to the lesser of (i) 4% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (ii) another amount (including zero) determined by the Company’s Board. Any shares subject to awards granted under the 2018 Plan that are forfeited or terminated before being exercised or settled, or are not delivered to the participant because such award is settled in cash, will again become available for issuance under the 2018 Plan. Shares withheld to satisfy the grant, exercise price or tax withholding obligation related to an award will again become available for issuance under the 2018 Plan. The 2018 Plan is administered by the Company’s Board, which may in turn delegate authority to administer the plan to a committee such as the Compensation Committee, referred to herein as the 2018 Plan administrator. Subject to the terms of the 2018 Plan, the 2018 Plan administrator will determine recipients, the number of shares or amount of cash subject to awards to be granted, whether an option is to be an incentive stock options or non-incentive stock options and the terms and conditions of the stock awards, including the period of their exercisability and vesting. Subject to the limitations set forth below, the 2018 Plan administrator will also determine the exercise price of options granted under the 2018 Plan. The 2018 Plan expressly provides that, without the approval of the stockholders, the 2018 Plan administrator does not have the authority to reduce the exercise price of any outstanding stock options or stock appreciation rights under the 2018 Plan (except in connection with certain corporate transactions, such as stock splits, certain dividends, recapitalizations, reorganizations, mergers, spin-offs and the like), or cancel any outstanding underwater stock options or stock appreciation rights in exchange for cash or new stock awards under the 2018 Plan. Option awards are generally granted with an exercise price equal to the fair value of the common stock at the date of grant and have contractual terms of 10 years. Stock options granted to executive officers and employees generally vest over a four-year period, with 25% vesting on the one-year anniversary of the grant date and the remaining 75% vesting quarterly over the remaining three years, assuming continued service, and with vesting acceleration in full immediately prior to a change in control. At September 30, 2018, 372,072 shares of common stock remained available for the grant of future awards under the 2018 Plan. 2013 Stock Incentive Plan Private Acer’s 2013 Plan, as amended, which was assumed by the Company in connection with the Merger, provides for the issuance of up to 165,000 shares of common stock as incentive or non-qualified stock options and/or restricted common stock to employees, officers, directors, consultants and advisers. Option awards are generally granted with an exercise price equal to the fair value of the common stock at the date of grant and have contractual terms of 10 years. At September 30, 2018, all shares available under the 2013 Plan were subject to outstanding equity awards, and the Company does not intend to make any new awards under the 2013 Plan. 2010 Stock Incentive Plan The Company’s 2010 Plan provides for the grant of up to 470,170 shares of common stock as incentive or non-qualified stock options, stock appreciation rights, restricted stock units and/or restricted common stock to employees, officers, directors, consultants and advisers. Option awards are generally granted with an exercise price equal to the fair value of the common stock at the date of grant and have contractual terms of 10 years. At September 30, 2018, all shares available under the 2010 Plan were subject to outstanding equity awards, and the Company does not intend to make any new awards under the 2010 Plan. A summary of option activity under the 2018 Plan, 2013 Plan and 2010 Plan for the nine months ended September 30, 2018, is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions) Options outstanding at December 31, 2017 463,600 $ 11.23 9.5 Granted 287,500 $ 21.13 Options outstanding at September 30, 2018 751,100 $ 15.02 9.0 $ 11.9 Options exercisable at September 30, 2018 170,947 $ 4.32 7.7 $ 4.5 At September 30, 2018, there was approximately $5.2 million of unrecognized compensation expense related to the share-based compensation arrangements granted under all plans and the average remaining vesting period was 3.4 years. The weighted average grant date fair value of options granted during the nine months ended September 30, 2018 was $12.36. The amount of stock-based compensation expense recorded to research and development and to general and administrative is detailed in table below: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Stock-based compensation Research and development $ 179,930 $ 99,847 $ 515,584 $ 118,233 General and administrative 172,786 6,151 415,933 18,384 $ 352,716 $ 105,998 $ 931,517 $ 136,617 Warrants A summary of warrant activity for the nine months ended September 30, 2018 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (# years) Intrinsic Value Outstanding and exercisable at December 31, 2017 317,630 $ 123.61 0.54 — Canceled/forfeited (306,656 ) $ 135.58 Outstanding and exercisable at September 30, 2018 10,974 $ 124.27 0.02 — On January 23, 2018, all outstanding and unexercised Series J warrants to purchase an aggregate of 2,942 shares of common stock expired. On January 29, 2018, all outstanding and unexercised Series K warrants to purchase an aggregate of 2,262 shares of common stock expired. On April 9, 2018, all outstanding and unexercised Series M warrants to purchase an aggregate of 301,452 shares of common stock expired. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 7. NET LOSS PER SHARE Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding. Diluted net loss per share is computed similarly to basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted net loss per share is the same as basic net loss per common share, since the effects of potentially dilutive securities are antidilutive. As of September 30, 2018 and 2017, the number of shares of common stock underlying potentially dilutive securities are comprised of: September 30, 2018 2017 Warrants 10,974 317,630 Options to purchase common stock 751,100 165,000 Total 762,074 482,630 |
Significant Accounting Polices
Significant Accounting Polices (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Company records share-based payments at fair value. The measurement date for compensation expense related to employee awards is generally the date of the grant. The measurement date for compensation expense related to nonemployee awards is generally the date that the performance of the awards is completed and, until such time, the fair value of the awards is remeasured at the end of each reporting period. Accordingly, the ultimate expense is not fixed until such awards are vested. The fair value of awards, net of expected forfeitures, is recognized as an expense in the statement of operations over the requisite service period, which is generally the vesting period. The fair value of options is calculated using the Black-Scholes option pricing model. This option valuation model requires the use of assumptions including, among others, the volatility of stock price, the expected term of the option, and the risk-free interest rate. The following assumptions were used to estimate the fair value of stock options granted during the nine-month period ending September 30, 2018 and 2017 using the Black-Scholes option pricing model: 2018 2017 Risk-free interest rate 2.35% - 2.98% 1.83% Expected life (years) 6.25 5.75 Volatility 60% 60% Dividend rate 0% 0% |
Use of Estimates | Use of Estimates The Company’s accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the condensed financial statements and reported amounts of revenues and expenses during the reporting period. Estimates having relatively higher significance include the accounting for acquisitions, stock-based compensation, and income taxes. Actual results could differ from those estimates and changes in estimates may occur. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Basic and diluted net loss per common share is computed by dividing net loss in each period by the weighted average number of shares of common stock outstanding during such period. For the periods presented, common stock equivalents, consisting of options, convertible redeemable preferred stock and warrants, were not included in the calculation of the diluted loss per share because to do so would be anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350) In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting |
Significant Accounting Police_2
Significant Accounting Polices (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Estimate Fair Value of Stock Options Granted | The following assumptions were used to estimate the fair value of stock options granted during the nine-month period ending September 30, 2018 and 2017 using the Black-Scholes option pricing model: 2018 2017 Risk-free interest rate 2.35% - 2.98% 1.83% Expected life (years) 6.25 5.75 Volatility 60% 60% Dividend rate 0% 0% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Computer hardware and software $ 46,564 $ 16,555 Leasehold improvements 7,648 7,968 Furniture and fixtures 97,742 42,503 Subtotal property and equipment, gross 151,954 67,026 Less accumulated depreciation (20,666 ) (4,042 ) Property and equipment, net $ 131,288 $ 62,984 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounts Payable And Accrued Liabilities Current [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following at September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Accrued license fees $ 791,820 $ 817,578 Accrued pre-commercial costs — 341,159 Accrued consulting 205,290 102,156 Accrued contract research 137,318 99,140 Accrued miscellaneous expenses 51,394 73,348 Accrued contract manufacturing 91,363 218,108 Accrued audit and tax 142,715 111,250 Accrued legal 139,619 174,592 $ 1,559,519 $ 1,937,331 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Newton Lease | |
Loss Contingencies [Line Items] | |
Summary of Lease Base Rent | The Newton Lease provides for base rent as follows: Month of Term Under Newton Lease Monthly Base Rent 1 to 12 $ 8,480 13 to 24 $ 8,710 25 to 36 $ 8,940 |
Bend Lease | |
Loss Contingencies [Line Items] | |
Summary of Lease Base Rent | The Bend Lease provides for base rent as follows: Month of Term Under Bend Lease Monthly Base Rent 1 to 12 $ 4,004 13 to 24 $ 4,124 25 to 36 $ 4,248 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Summary of Option Activity under 2013 Plan and 2010 Plan | A summary of option activity under the 2018 Plan, 2013 Plan and 2010 Plan for the nine months ended September 30, 2018, is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions) Options outstanding at December 31, 2017 463,600 $ 11.23 9.5 Granted 287,500 $ 21.13 Options outstanding at September 30, 2018 751,100 $ 15.02 9.0 $ 11.9 Options exercisable at September 30, 2018 170,947 $ 4.32 7.7 $ 4.5 |
Summary of Stock-Based Compensation Expense | The amount of stock-based compensation expense recorded to research and development and to general and administrative is detailed in table below: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Stock-based compensation Research and development $ 179,930 $ 99,847 $ 515,584 $ 118,233 General and administrative 172,786 6,151 415,933 18,384 $ 352,716 $ 105,998 $ 931,517 $ 136,617 |
Summary of Warrant Activity | A summary of warrant activity for the nine months ended September 30, 2018 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (# years) Intrinsic Value Outstanding and exercisable at December 31, 2017 317,630 $ 123.61 0.54 — Canceled/forfeited (306,656 ) $ 135.58 Outstanding and exercisable at September 30, 2018 10,974 $ 124.27 0.02 — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Number of Shares of Common Stock Underlying Potentially Dilutive Securities | As of September 30, 2018 and 2017, the number of shares of common stock underlying potentially dilutive securities are comprised of: September 30, 2018 2017 Warrants 10,974 317,630 Options to purchase common stock 751,100 165,000 Total 762,074 482,630 |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation - Additional Information (Details) | Sep. 19, 2017 | Sep. 30, 2018Patient$ / shares | May 15, 2018$ / shares | May 14, 2018$ / shares | Dec. 31, 2017$ / shares |
Organization Consolidation and Presentation of Financial Statement [Line Items] | |||||
Number of patients impacted | Patient | 7,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.01 | $ 0.01 | ||
Merger of Private Acer with Opexa Merger Sub Incorporation | |||||
Organization Consolidation and Presentation of Financial Statement [Line Items] | |||||
Business combination date of completion | Sep. 19, 2017 | ||||
Business combination date of agreement | Jun. 30, 2017 | ||||
Reverse stock split ratio | 0.09656678989 | ||||
Delaware Reincorporation and Subsidiary Merger | |||||
Organization Consolidation and Presentation of Financial Statement [Line Items] | |||||
State of incorporation description | On May 15, 2018, the Company changed its state of incorporation from the State of Texas to the State of Delaware (the “Reincorporation”) pursuant to a plan of conversion, dated May 15, 2018. The Company filed the following instruments on May 15, 2018 to effect the Reincorporation: (i) a certificate of conversion with the Texas Secretary of State; (ii) a certificate of conversion with the Delaware Secretary of State; and (iii) a certificate of incorporation with the Delaware Secretary of State. Pursuant to the plan of conversion, the Company also adopted new bylaws, which became effective with the Reincorporation. The Reincorporation was approved by the Company’s stockholders at its annual meeting on May 14, 2018. Immediately following the Reincorporation, the Company eliminated its holding company structure by merging its wholly-owned subsidiary Private Acer with and into the Company (the “Subsidiary Merger”). The Company was the surviving corporation in connection with the Subsidiary Merger. As the Delaware certificate of incorporation used the placeholder name of “Acer Reincorporation, Inc.” due to “Acer Therapeutics Inc.” already being in existence in Delaware as Private Acer, in connection with the Subsidiary Merger the Company changed its name to “Acer Therapeutics Inc.” pursuant to a certificate of ownership and merger filed with the Delaware Secretary of State on May 15, 2018. As a result of the reincorporation, the par value of the Company’s common stock was reduced to $0.0001 from $0.01. | ||||
Date Of Reincorporation | May 15, 2018 | ||||
Common stock, par value | $ 0.0001 |
Significant Accounting Police_3
Significant Accounting Polices - Schedule of Estimate Fair Value of Stock Options Granted (Details) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | ||
Risk-free interest rate, minimum | 2.35% | 1.83% |
Risk-free interest rate, maximum | 2.98% | |
Expected life (years) | 6 years 3 months | 5 years 9 months |
Volatility | 60.00% | 60.00% |
Dividend rate | 0.00% | 0.00% |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 151,954 | $ 67,026 |
Less accumulated depreciation | (20,666) | (4,042) |
Property and equipment, net | 131,288 | 62,984 |
Computer Hardware and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 46,564 | 16,555 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 7,648 | 7,968 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 97,742 | $ 42,503 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Accounts Payable And Accrued Liabilities Current [Abstract] | ||
Accrued license fees | $ 791,820 | $ 817,578 |
Accrued pre-commercial costs | 341,159 | |
Accrued consulting | 205,290 | 102,156 |
Accrued contract research | 137,318 | 99,140 |
Accrued miscellaneous expenses | 51,394 | 73,348 |
Accrued contract manufacturing | 91,363 | 218,108 |
Accrued audit and tax | 142,715 | 111,250 |
Accrued legal | 139,619 | 174,592 |
Accrued expenses | $ 1,559,519 | $ 1,937,331 |
Commitments - Additional Inform
Commitments - Additional Information (Details) | Sep. 19, 2018Patent | Sep. 27, 2017USD ($) | Sep. 30, 2018USD ($)Term | Jun. 30, 2018USD ($) | Apr. 01, 2018ft² | Mar. 06, 2018ft² |
Assistance Publique – Hôpitaux de Paris (“AP-HP”) | License Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Date of agreement | Sep. 19, 2018 | |||||
Number of patent applications | Patent | 3 | |||||
Newton Lease | ||||||
Loss Contingencies [Line Items] | ||||||
Lease agreement date | Mar. 6, 2018 | |||||
Square feet of office space leased | ft² | 2,760 | |||||
Lease commencement date | Oct. 1, 2018 | |||||
Lease expiration date | Sep. 30, 2021 | |||||
Remaining commitment for rent | $ 313,560 | |||||
Bend Lease | ||||||
Loss Contingencies [Line Items] | ||||||
Lease agreement date | Apr. 1, 2018 | |||||
Square feet of office space leased | ft² | 2,288 | |||||
Lease commencement date | Apr. 1, 2018 | |||||
Lease expiration date | Mar. 31, 2021 | |||||
Remaining commitment for rent | $ 124,488 | |||||
Maximum additional periods of option to extend the bend term | Term | 2 | |||||
Option to extend bend term for duration period | 3 years | |||||
Private Acer | Assistance Publique – Hôpitaux de Paris (“AP-HP”) | License Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Date of agreement | Aug. 3, 2016 | |||||
Pending Litigation | Piper Jaffray & Co. | Private Acer | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency payable fees | $ 1,097,207 | |||||
Loss contingency closing date | Sep. 19, 2017 | |||||
Financing aggregate consideration | $ 15,700,000 | |||||
Reimbursement expenses | $ 67,496 |
Commitments - Newton Lease Base
Commitments - Newton Lease Base Rent (Details) - Newton Lease | Sep. 30, 2018USD ($) |
Loss Contingencies [Line Items] | |
Month of Term Under Newton Lease, 1 to 12 | $ 8,480 |
Month of Term Under Newton Lease, 13 to 24 | 8,710 |
Month of Term Under Newton Lease, 25 to 36 | $ 8,940 |
Commitments - Bend Lease Base R
Commitments - Bend Lease Base Rent (Details) - Bend Lease | Sep. 30, 2018USD ($) |
Loss Contingencies [Line Items] | |
Month of Term Under Bend Lease, 1 to 12 | $ 4,004 |
Month of Term Under Bend Lease, 13 to 24 | 4,124 |
Month of Term Under Bend Lease, 25 to 36 | $ 4,248 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 03, 2018 | May 14, 2018 | Apr. 09, 2018 | Jan. 29, 2018 | Jan. 23, 2018 | Sep. 19, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Stockholders Equity [Line Items] | ||||||||
Stock issued during period, shares, new issues | 2,555,555 | |||||||
Public offering price per share | $ 18 | |||||||
Proceeds from issuance initial public offering, after deduction underwriting discounts, commissions | $ 42.7 | |||||||
Payments for Underwriting Expense | $ 3.3 | |||||||
Number of share outstanding | 751,100 | 463,600 | ||||||
Unrecognized compensation expense | $ 5.2 | |||||||
Share based compensation arrangement by share based payment award, Average remaining vesting period | 3 years 4 months 24 days | |||||||
Weighted average grant date fair value of options granted | $ 12.36 | |||||||
Series J Warrants | ||||||||
Stockholders Equity [Line Items] | ||||||||
Warants expired for aggregate share of common stock to purrchase | 2,942 | |||||||
Series K Warrants | ||||||||
Stockholders Equity [Line Items] | ||||||||
Warants expired for aggregate share of common stock to purrchase | 2,262 | |||||||
Series M Warrants | ||||||||
Stockholders Equity [Line Items] | ||||||||
Warants expired for aggregate share of common stock to purrchase | 301,452 | |||||||
2018 Stock Incentive Plan | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of common stock authorized for issuance | 500,000 | |||||||
Share-based compensation arrangement by share-based payment award, description | In addition, the number of shares that have been authorized for issuance under the 2018 Plan is automatically increased on the first day of each fiscal year beginning on January 1, 2019, and ending on (and including) January 1, 2028, in an amount equal to the lesser of (i) 4% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (ii) another amount (including zero) determined by the Company’s Board. Any shares subject to awards granted under the 2018 Plan that are forfeited or terminated before being exercised or settled, or are not delivered to the participant because such award is settled in cash, will again become available for issuance under the 2018 Plan. Shares withheld to satisfy the grant, exercise price or tax withholding obligation related to an award will again become available for issuance under the 2018 Plan. | |||||||
Share-based compensation arrangement by share-based payment award, expiration date | Jan. 1, 2028 | |||||||
Share-based compensation arrangement by share-based payment award, percentage of outstanding our common stock | 4.00% | |||||||
Options contractual term | 10 years | |||||||
Available for the grant of future awards | 372,072 | |||||||
2018 Stock Incentive Plan | Executive Officers and Employees | ||||||||
Stockholders Equity [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, stock options vesting period | 4 years | |||||||
2018 Stock Incentive Plan | Executive Officers and Employees | One-year Anniversary of the Grant Date | ||||||||
Stockholders Equity [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, Vesting percentageShare-based compensation arrangement by share-based payment award, Vesting percentage | 25.00% | |||||||
2018 Stock Incentive Plan | Executive Officers and Employees | Quarterly over Remaining Three Years | ||||||||
Stockholders Equity [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, Vesting percentageShare-based compensation arrangement by share-based payment award, Vesting percentage | 75.00% | |||||||
2010 and 2013 Stock Incentive Plan | Maximum | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of share outstanding | 635,170 | |||||||
2013 Stock Incentive Plan | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of common stock authorized for issuance | 165,000 | |||||||
Options contractual term | 10 years | |||||||
2010 Stock Incentive Plan | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of common stock authorized for issuance | 470,170 | |||||||
Options contractual term | 10 years | |||||||
Over-Allotment Option | ||||||||
Stockholders Equity [Line Items] | ||||||||
Stock issued during period, shares, new issues | 333,333 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Option Activity under 2013 Plan and 2010 Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Options | ||
Number of Shares, Options outstanding at beginning of period | 463,600 | |
Number of Shares, Options granted | 287,500 | |
Number of Shares, Options outstanding at end of period | 751,100 | 463,600 |
Number of Shares, Options exercisable at end of period | 170,947 | |
Weighted Average Exercise Price, Options | ||
Weighted Average Exercise Price, Options outstanding at beginning of period | $ 11.23 | |
Weighted Average Exercise Price, Options granted | 21.13 | |
Weighted Average Exercise Price, Options outstanding at end of period | 15.02 | $ 11.23 |
Weighted Average Exercise Price, Options exercisable at end of period | $ 4.32 | |
Weighted Average Remaining Contract Term, Options | ||
Weighted Average Remaining Contractual Term, Options outstanding at beginning of period | 9 years | 9 years 6 months |
Weighted Average Remaining Contractual Term, Options exercisable at end of period | 7 years 8 months 12 days | |
Aggregate Intrinsic Value, Options outstanding at end of period | $ 11.9 | |
Aggregate Intrinsic Value, Options excersiable at end of period | $ 4.5 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Stock-Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Stockholders Equity [Line Items] | ||||
Stock-based compensation | $ 352,716 | $ 105,998 | $ 931,517 | $ 136,617 |
Research and Development | ||||
Stockholders Equity [Line Items] | ||||
Stock-based compensation | 179,930 | 99,847 | 515,584 | 118,233 |
General and Administrative | ||||
Stockholders Equity [Line Items] | ||||
Stock-based compensation | $ 172,786 | $ 6,151 | $ 415,933 | $ 18,384 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Warrant Activity (Details) - Warrants - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Class Of Warrant Or Right [Line Items] | ||
Number of Shares, Outstanding at beginning of period | 317,630 | |
Number of Shares, Options Caneled/forfeited | (306,656) | |
Number of Shares, Outstanding at end of period | 10,974 | 317,630 |
Weighted Average Exercise Price, Warrants | ||
Weighted Average Exercise Price, Outstanding at beginning of period | $ 123.61 | |
Weighted Average Exercise Price, Options Canceled/forfeited | 135.58 | |
Weighted Average Exercise Price, Outstanding at end of period | $ 124.27 | $ 123.61 |
Weighted Average Remaining Contract Term, Warrants | ||
Weighted Average Remaining Contract Term, Outstanding at beginning of period | 6 months 14 days | |
Weighted Average Remaining Contract Term, Exercisable at beginning of period | 7 days | |
Intrinsic Value, Warrants | ||
Intrinsic Value, Outstanding at beginning of period | $ 0 | |
Intrinsic Value, Outstanding at end of period | $ 0 | |
Intrinsic Value, Exercisable at end of period | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Number of Shares of Common Stock Underlying Potentially Dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock dilutive securities | 762,074 | 482,630 |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock dilutive securities | 10,974 | 317,630 |
Options to purchase common stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock dilutive securities | 751,100 | 165,000 |