Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 01, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Acer Therapeutics Inc. | |
Entity Central Index Key | 0001069308 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
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 | 10,087,363 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 31,831,427 | $ 41,671,284 |
Prepaid expenses and other current assets | 778,738 | 1,075,021 |
Total current assets | 32,610,165 | 42,746,305 |
Property and equipment, net | 210,257 | 130,867 |
Other assets: | ||
Goodwill | 7,647,267 | 7,647,267 |
In-process research and development | 118,600 | 118,600 |
Other non-current assets | 430,251 | 20,380 |
Total assets | 41,016,540 | 50,663,419 |
Current liabilities: | ||
Accounts payable | 61,167 | 1,033,829 |
Accrued expenses | 2,759,122 | 4,546,432 |
Other current liabilities | 164,629 | |
Total current liabilities | 2,984,918 | 5,580,261 |
Other non-current liabilities | 245,242 | |
Total liabilities | 3,230,160 | 5,580,261 |
Commitments and Contingencies (Note 6) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; authorized 10,000,000 shares; none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; authorized 150,000,000 shares; 10,087,363 shares issued and outstanding at March 31, 2019 and December 31, 2018 | 1,009 | 1,009 |
Additional paid-in capital | 92,586,619 | 91,914,692 |
Accumulated deficit | (54,801,248) | (46,832,543) |
Total stockholders’ equity | 37,786,380 | 45,083,158 |
Total liabilities and stockholders’ equity | $ 41,016,540 | $ 50,663,419 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
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 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 10,087,363 | 10,087,363 |
Common stock, shares outstanding | 10,087,363 | 10,087,363 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating expenses: | ||
Research and development | $ 3,946,220 | $ 2,073,971 |
General and administrative | 4,230,698 | 1,917,030 |
Total operating expenses | 8,176,918 | 3,991,001 |
Loss from operations | (8,176,918) | (3,991,001) |
Other income: | ||
Interest income | 185,143 | 30,690 |
Foreign currency transaction gain (loss) | 23,070 | (23,293) |
Total other income, net | 208,213 | 7,397 |
Net loss | $ (7,968,705) | $ (3,983,604) |
Net loss per share - basic and diluted | $ (0.79) | $ (0.53) |
Weighted average common shares outstanding - basic and diluted | 10,087,363 | 7,497,433 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2017 | $ 22,335,537 | $ 74,974 | $ 47,812,215 | $ (25,551,652) |
Beginning balance, shares at Dec. 31, 2017 | 7,497,433 | |||
Costs associated with commonstock issuance | (38,747) | (38,747) | ||
Stock-based compensation | 252,374 | 252,374 | ||
Net loss | (3,983,604) | (3,983,604) | ||
Ending balance at Mar. 31, 2018 | 18,565,560 | $ 74,974 | 48,025,842 | (29,535,256) |
Ending balance, shares at Mar. 31, 2018 | 7,497,433 | |||
Beginning balance at Dec. 31, 2018 | $ 45,083,158 | $ 1,009 | 91,914,692 | (46,832,543) |
Beginning balance, shares at Dec. 31, 2018 | 10,087,363 | 10,087,363 | ||
Stock-based compensation | $ 671,927 | 671,927 | ||
Net loss | (7,968,705) | (7,968,705) | ||
Ending balance at Mar. 31, 2019 | $ 37,786,380 | $ 1,009 | $ 92,586,619 | $ (54,801,248) |
Ending balance, shares at Mar. 31, 2019 | 10,087,363 | 10,087,363 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (7,968,705) | $ (3,983,604) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 671,927 | 252,374 |
Depreciation | 9,548 | 6,224 |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | 296,283 | 55,458 |
Accounts payable | (972,662) | 229,662 |
Accrued expenses | (1,787,310) | 215,155 |
Other non-current assets | (2,500) | |
Net cash used in operating activities | (9,750,919) | (3,227,231) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (88,938) | (9,752) |
Net cash used in investing activities | (88,938) | (9,752) |
Cash flows from financing activities: | ||
Costs associated with the issuance of common stock | (38,747) | |
Net cash used in financing activities | (38,747) | |
Net decrease in cash and cash equivalents | (9,839,857) | (3,275,730) |
Cash and cash equivalents, beginning of period | 41,671,284 | 15,644,355 |
Cash and cash equivalents, end of period | $ 31,831,427 | $ 12,368,625 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
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 serious rare and life-threatening diseases with significant unmet medical needs. The Company’s pipeline includes three clinical-stage candidates: EDSIVO™ (celiprolol) for the treatment of vascular Ehlers-Danlos syndrome (“vEDS”) in patients with a confirmed type III collagen (COL3A1) mutation; ACER-001 (a fully taste-masked, immediate release formulation of sodium phenylbutyrate) for the treatment of various inborn errors of metabolism, including urea cycle disorders (“UCD”) and Maple Syrup Urine Disease (“MSUD”); and osanetant for the treatment of various neuroendocrine disorders. The Company’s product candidates are believed to present a comparatively de-risked profile, having one or more of a favorable safety profile, clinical proof-of-concept data, mechanistic differentiation, and an accelerated path for development, which may include utilizing expedited programs (e.g. Priority Review) established by the United States Food and Drug Administration (“FDA”) and/or using the regulatory pathway established under section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act (“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. The Company believes that its existing cash and cash equivalents of approximately $31.8 million at March 31, 2019, will be sufficient to allow the Company to fund its current operating plan into the first half of 2020 and, as a result, through at least twelve months from the filing of the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2019. There can be no assurance, however, that the current operating plan will be achieved in the time frame anticipated by the Company, or that its cash resources will fund the Company’s operating plan for the period anticipated by the Company. Until the Company can generate a sufficient amount of product revenue to finance its cash requirements, which would require the Company to obtain regulatory approval for and successfully commercialize one or more of its product candidates, the Company expects to finance its future cash needs primarily through the issuance of additional equity and potentially through borrowing and strategic alliances. 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”). 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. 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 pursuant to a plan of conversion, dated May 15, 2018. As a result of this reincorporation, the par value of the Company’s common stock was reduced to $0.0001 from $0.01. Immediately following the Reincorporation, we eliminated our holding company structure by merging our 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. 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. All intercompany balances and transactions have been eliminated in consolidation. 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 unaudited condensed consolidated financial statements are unaudited and have been prepared in accordance with GAAP 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, results of operations, stockholders’ equity and cash flows for the periods presented. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any other future annual or interim period. The condensed consolidated balance sheet as of December 31, 2018, included herein, was derived from the audited consolidated financial statements as of that date but does not include all disclosures required by GAAP. These unaudited condensed consolidated financial state |
Significant Accounting Polices
Significant Accounting Polices | 3 Months Ended |
Mar. 31, 2019 | |
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 Annual Report on Form 10-K for the year ended December 31, 2018. Leases In the first quarter of 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842) incremental borrowing rate and amortizing over the remaining terms of the leases. Stock-Based Compensation The Company records stock-based payments at fair value. The measurement date for compensation expense related to awards is generally the date of the grant. The fair value of awards 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 three-month period ending March 31, 2019 and 2018 using the Black-Scholes option pricing model: 2019 2018 Risk-free interest rate 2.44% - 2.57% 2.27% – 2.98% Expected life (years) 6.25 6.25 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. Income Taxes The Company recorded no income tax expense or benefit during the three months ended March 31, 2019 and 2018, due to a full valuation allowance recognized against its deferred tax assets. 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 stock-based awards, were not included in the calculation of the diluted loss per share because to do so would be anti-dilutive. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, which establishes new accounting and disclosure requirements for leases. ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. The Company adopted ASU 2016-02 in the first quarter of 2019 using the effective date approach to recognize and measure leases as of the adoption date. The Company has elected to utilize the available practical expedient to not separate lease components from non-lease components as well as the package of practical expedients that allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. As a result of the adoption of this guidance, the Company recorded a non-cash transaction to recognize on January 1, 2019 lease liabilities totaling $0.4 million and right-of-use-assets totaling $0.4 million, which will be amortized over the remaining terms of the leases. 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 | 3 Months Ended |
Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 3. PROPERTY AND EQUIPMENT Property and equipment consisted of the following at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Computer hardware and software $ 127,910 $ 58,868 Leasehold improvements 7,648 7,648 Furniture and fixtures 115,909 96,013 Subtotal property and equipment, gross 251,467 162,529 Less accumulated depreciation (41,210 ) (31,662 ) Property and equipment, net $ 210,257 $ 130,867 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2019 | |
Accounts Payable And Accrued Liabilities Current [Abstract] | |
Accrued Expenses | 4. ACCRUED EXPENSES Accrued expenses consisted of the following at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Accrued pre-commercial costs $ 629,806 $ 85,000 Accrued contract manufacturing 580,000 1,079,314 Accrued consulting 761,944 49,940 Accrued contract research and regulatory consulting 338,000 128,678 Accrued accounting, audit, and tax fees 163,000 102,000 Accrued legal 130,000 111,543 Accrued miscellaneous expenses 103,947 119,861 Accrued license fees 51,335 1,567,368 Accrued payroll and payroll taxes 1,090 1,302,728 Total accrued expenses $ 2,759,122 $ 4,546,432 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | 5. LEASES On March 6, 2018, the Company entered into a lease agreement (the “Newton Lease”) commencing on October 1, 2018 for certain premises which consist of 2,760 square feet of office space located in Newton, Massachusetts (the “Newton Premises”) to serve as its corporate headquarters. On March 5, 2019, the Company entered into a lease agreement to amend the Newton Lease and to lease an additional 1,600 square feet of office space, commencing on or around June 1, 2019, located in Newton, Massachusetts (the “Additional Newton Premises”) to serve as additional space for its corporate headquarters. The term of the lease for the Newton Premises and the Additional Newton Premises expires on May 31, 2022. In addition, the Company is required to share in certain taxes and operating expenses of the Newton Premises and the Additional Newton Premises. The Company entered into a Triple Net Lease (the “Bend Lease”) effective April 1, 2018 for certain premises consisting of 2,288 square feet of office space located in 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 leases for the Newton Premises, the Additional Newton Premises, and the Bend Premises are classified as operating leases. The Company recorded a non-cash transaction to recognize a right-of-use asset of $0.4 million in other non-current assets, as well as a lease liability of $0.2 million in other current liabilities and $0.2 million in other non-current liabilities. This lease liability represents the net present value of future lease payments for leases which have commenced utilizing a discount rate of 8%, which corresponds to the Company’s incremental borrowing rate. As of March 31, 2019, the weighted average remaining lease term was 2.8 years. The Company recorded expense related to the leases of $37 thousand and $19 thousand for the three months ended March 31, 2019 and 2018, respectively. During the three months ended March 31, 2019, the Company made cash payments of $28 thousand for amounts included in the measurement of lease liabilities. The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the unaudited condensed consolidated balance sheet as of March 31, 2019: Undiscounted lease liabilities for years ending December 31,: 2019 (remaining) $ 123,127 2020 167,813 2021 123,714 2022 45,850 Total undiscounted lease liabilities $ 460,504 Less effects of discounting (50,633 ) Total lease liabilities $ 409,871 Reported as of March 31, 2019: Other current liabilities $ 164,629 Other non-current liabilities 245,242 Total lease liabilities $ 409,871 The Company also has a minimum future lease commitment of $0.2 million related to the Additional Newton Premises, the net present value of which will be recognized as a liability on the commencement date of the lease. Future minimum lease payments at December 31, 2018 were as follows: Years Ending December 31: Minimum Lease Payments 2019 $ 151,579 2020 155,813 2021 93,204 Total $ 400,596 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6 . COMMITMENTS AND CONTINGENCIES License Agreements In April 2014, Private Acer obtained exclusive rights to intellectual property relating to ACER-001 and preclinical and clinical data, through a 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 licensed products as defined in the agreement. The license agreement requires the Company to make certain upfront and annual payments to BCM, as well as reimburse certain legal costs, make payments upon achievement of defined milestones, and pay royalties in the low single-digit percent range on net sales of any developed product over the royalty term. In August 2016, Private Acer signed an agreement with Assistance Publique—Hôpitaux de Paris, Hôpital Européen Georges Pompidou (“AP-HP”) (via its Department of Clinical Research and Development) granting the Company the exclusive worldwide rights to access and use data from a randomized, controlled clinical study of celiprolol. The Company will use this pivotal clinical data to support a new drug application (“NDA”) regulatory filing for its lead product candidate, celiprolol, for the treatment of vEDS. The agreement requires the Company to make certain upfront payments to AP-HP, as well as reimburse certain costs and make payment of royalties in the low single-digit range on net sales of celiprolol over the royalty term. In September 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 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 United States patent applications on this subject matter in October 2018. In December 2018, the Company entered into an exclusive license agreement with Sanofi granting the Company worldwide rights to osanetant, a clinical-stage, selective, non-peptide tachykinin NK3 receptor antagonist. The agreement required the Company to make a certain upfront payment to Sanofi, make payments upon achievement of defined development and sales milestones and pay royalties on net sales of osanetant over the royalty term. The Company plans to initially pursue development of osanetant as a potential treatment for certain neuroendocrine-related disorders. Litigation From time to time, the Company may become involved in litigation or proceedings relating to claims arising out of its operations. In addition, 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’s 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. On February 22, 2019, Piper filed a motion for summary judgment. In response, Private Acer filed its opposition to Piper's motion on March 22, 2019. Piper subsequently filed its reply to Private Acer's opposition on April 5, 2019. Piper's motion is currently pending before the Court. The Company has not recorded a liability as of March 31, 2019, because a potential loss is not probable or reasonably estimable given the preliminary nature of the proceedings. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 7 . 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. At-the-Market Facility On November 9, 2018, the Company entered into a sales agreement (the “Agreement”) with Roth Capital Partners, LLC. The Agreement provides a facility for the offer and sale of shares of common stock from time to time having an aggregate offering price of up to $50,000,000 depending upon market demand, in transactions deemed to be an “at-the-market” offering. The Company has no obligation to sell any shares of common stock pursuant to the Agreement and may at any time suspend sales pursuant to the Agreement. Either party may terminate the Agreement at any time without liability . 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 authorized for issuance under the 2018 Plan is automatically increased (the “evergreen provision”) 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 of Directors. 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 of Directors, 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 March 31, 2019, after the authorization of 403,495 additional shares according to the evergreen provision, 325,417 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, which was assumed by the Company in connection with the Merger, provided 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 were generally granted with an exercise price equal to the fair value of the common stock at the date of grant and had contractual terms of 10 years. At March 31, 2019, all shares available under the 2013 Plan were subject to outstanding equity awards, and no new awards may be granted under the 2013 Plan. 2010 Stock Incentive Plan The Company’s 2010 Plan, as amended and restated, provided 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 were generally granted with an exercise price equal to the fair value of the common stock at the date of grant and had contractual terms of 10 years. At March 31, 2019, all shares available under the 2010 Plan were subject to outstanding equity awards, and no new awards may be granted under the 2010 Plan. A summary of option activity under the 2018 Plan, 2013 Plan, and 2010 Plan for the three months ended March 31, 2019, is as follows: Year-to-Date Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions) Options outstanding at December 31, 2018 781,725 $ 16.34 9.0 Granted 430,150 $ 28.15 Cancelled/forfeited (60,000 ) $ 22.18 Options outstanding at March 31, 2019 1,151,875 $ 18.77 9.4 $ 6.8 Options exercisable at March 31, 2019 251,135 $ 8.29 8.2 $ 4.5 A summary of restricted stock units activity under the 2018 Plan for the three months ended March 31, 2019, is as follows: Year-to-Date Activity Number of Shares Weighted Average Grant Date Fair Value Per Share Aggregate Intrinsic Value (in millions) Non-vested outstanding at December 31, 2018 — — Granted 15,000 $ 23.60 Non-vested outstanding at March 31, 2019 15,000 $ 23.60 $ 0.4 At March 31, 2019, there was approximately $11.0 million of unrecognized compensation expense related to the stock-based compensation arrangements granted under all plans and the average remaining vesting period was 3.3 years. The weighted average grant date fair value of options granted during the three months ended March 31, 2019 was $14.27. 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 March 31, 2019 2018 Stock-based compensation Research and development $ 369,941 $ 152,735 General and administrative 301,986 99,639 $ 671,927 $ 252,374 Warrants 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. At March 31, 2019, there were no warrants outstanding. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 8 . 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 March 31, 2019 and 2018, the number of shares of common stock underlying potentially dilutive securities are comprised of: March 31, 2019 2018 Warrants — 312,426 Options to purchase common stock and unvested, undelivered restricted stock units 1,166,875 526,100 Total 1,166,875 838,526 |
Significant Accounting Polices
Significant Accounting Polices (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Leases | Leases In the first quarter of 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842) incremental borrowing rate and amortizing over the remaining terms of the leases. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based payments at fair value. The measurement date for compensation expense related to awards is generally the date of the grant. The fair value of awards 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 three-month period ending March 31, 2019 and 2018 using the Black-Scholes option pricing model: 2019 2018 Risk-free interest rate 2.44% - 2.57% 2.27% – 2.98% Expected life (years) 6.25 6.25 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. |
Income Taxes | Income Taxes The Company recorded no income tax expense or benefit during the three months ended March 31, 2019 and 2018, due to a full valuation allowance recognized against its deferred tax assets. |
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 stock-based awards, were not included in the calculation of the diluted loss per share because to do so would be anti-dilutive. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, which establishes new accounting and disclosure requirements for leases. ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. The Company adopted ASU 2016-02 in the first quarter of 2019 using the effective date approach to recognize and measure leases as of the adoption date. The Company has elected to utilize the available practical expedient to not separate lease components from non-lease components as well as the package of practical expedients that allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. As a result of the adoption of this guidance, the Company recorded a non-cash transaction to recognize on January 1, 2019 lease liabilities totaling $0.4 million and right-of-use-assets totaling $0.4 million, which will be amortized over the remaining terms of the leases. 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) | 3 Months Ended |
Mar. 31, 2019 | |
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 three-month period ending March 31, 2019 and 2018 using the Black-Scholes option pricing model: 2019 2018 Risk-free interest rate 2.44% - 2.57% 2.27% – 2.98% Expected life (years) 6.25 6.25 Volatility 60% 60% Dividend rate 0% 0% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Computer hardware and software $ 127,910 $ 58,868 Leasehold improvements 7,648 7,648 Furniture and fixtures 115,909 96,013 Subtotal property and equipment, gross 251,467 162,529 Less accumulated depreciation (41,210 ) (31,662 ) Property and equipment, net $ 210,257 $ 130,867 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounts Payable And Accrued Liabilities Current [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Accrued pre-commercial costs $ 629,806 $ 85,000 Accrued contract manufacturing 580,000 1,079,314 Accrued consulting 761,944 49,940 Accrued contract research and regulatory consulting 338,000 128,678 Accrued accounting, audit, and tax fees 163,000 102,000 Accrued legal 130,000 111,543 Accrued miscellaneous expenses 103,947 119,861 Accrued license fees 51,335 1,567,368 Accrued payroll and payroll taxes 1,090 1,302,728 Total accrued expenses $ 2,759,122 $ 4,546,432 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Reconciliation of Undiscounted Lease Liabilities to Total Lease Liabilities | The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the unaudited condensed consolidated balance sheet as of March 31, 2019: Undiscounted lease liabilities for years ending December 31,: 2019 (remaining) $ 123,127 2020 167,813 2021 123,714 2022 45,850 Total undiscounted lease liabilities $ 460,504 Less effects of discounting (50,633 ) Total lease liabilities $ 409,871 Reported as of March 31, 2019: Other current liabilities $ 164,629 Other non-current liabilities 245,242 Total lease liabilities $ 409,871 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments at December 31, 2018 were as follows: Years Ending December 31: Minimum Lease Payments 2019 $ 151,579 2020 155,813 2021 93,204 Total $ 400,596 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Summary of Option Activity under 2018 Plan, 2013 Plan and 2010 Plan | A summary of option activity under the 2018 Plan, 2013 Plan, and 2010 Plan for the three months ended March 31, 2019, is as follows: Year-to-Date Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions) Options outstanding at December 31, 2018 781,725 $ 16.34 9.0 Granted 430,150 $ 28.15 Cancelled/forfeited (60,000 ) $ 22.18 Options outstanding at March 31, 2019 1,151,875 $ 18.77 9.4 $ 6.8 Options exercisable at March 31, 2019 251,135 $ 8.29 8.2 $ 4.5 |
Summary of Restricted Stock Units Activity under 2018 Plan | A summary of restricted stock units activity under the 2018 Plan for the three months ended March 31, 2019, is as follows: Year-to-Date Activity Number of Shares Weighted Average Grant Date Fair Value Per Share Aggregate Intrinsic Value (in millions) Non-vested outstanding at December 31, 2018 — — Granted 15,000 $ 23.60 Non-vested outstanding at March 31, 2019 15,000 $ 23.60 $ 0.4 |
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 March 31, 2019 2018 Stock-based compensation Research and development $ 369,941 $ 152,735 General and administrative 301,986 99,639 $ 671,927 $ 252,374 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Number of Shares of Common Stock Underlying Potentially Dilutive Securities | As of March 31, 2019 and 2018, the number of shares of common stock underlying potentially dilutive securities are comprised of: March 31, 2019 2018 Warrants — 312,426 Options to purchase common stock and unvested, undelivered restricted stock units 1,166,875 526,100 Total 1,166,875 838,526 |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation - Additional Information (Details) | Sep. 19, 2017 | Mar. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | May 15, 2018$ / shares | May 14, 2018$ / shares | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Organization Consolidation and Presentation of Financial Statement [Line Items] | |||||||
Cash and cash equivalents | $ | $ 31,831,427 | $ 41,671,284 | $ 12,368,625 | $ 15,644,355 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 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] | |||||||
Merger incorporation description | On May 15, 2018, the Company changed its state of incorporation from the State of Texas to the State of Delaware pursuant to a plan of conversion, dated May 15, 2018. As a result of this reincorporation, the par value of the Company’s common stock was reduced to $0.0001 from $0.01. Immediately following the Reincorporation, we eliminated our holding company structure by merging our 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. | ||||||
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) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Risk-free interest rate, minimum | 2.44% | 2.27% |
Risk-free interest rate, maximum | 2.57% | 2.98% |
Expected life (years) | 6 years 3 months | 6 years 3 months |
Volatility | 60.00% | 60.00% |
Dividend rate | 0.00% | 0.00% |
Significant Accounting Police_4
Significant Accounting Polices - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 01, 2019 | |
Accounting Policies [Abstract] | |||
Income tax expense (benefit) | $ 0 | $ 0 | |
Operating lease liability | 409,871 | $ 400,000 | |
Operating lease right of use asset | $ 400,000 | $ 400,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Subtotal property and equipment, gross | $ 251,467 | $ 162,529 |
Less accumulated depreciation | (41,210) | (31,662) |
Property and equipment, net | 210,257 | 130,867 |
Computer Hardware and Software | ||
Property Plant And Equipment [Line Items] | ||
Subtotal property and equipment, gross | 127,910 | 58,868 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Subtotal property and equipment, gross | 7,648 | 7,648 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Subtotal property and equipment, gross | $ 115,909 | $ 96,013 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts Payable And Accrued Liabilities Current [Abstract] | ||
Accrued pre-commercial costs | $ 629,806 | $ 85,000 |
Accrued contract manufacturing | 580,000 | 1,079,314 |
Accrued consulting | 761,944 | 49,940 |
Accrued contract research and regulatory consulting | 338,000 | 128,678 |
Accrued accounting, audit, and tax fees | 163,000 | 102,000 |
Accrued legal | 130,000 | 111,543 |
Accrued miscellaneous expenses | 103,947 | 119,861 |
Accrued license fees | 51,335 | 1,567,368 |
Accrued payroll and payroll taxes | 1,090 | 1,302,728 |
Total accrued expenses | $ 2,759,122 | $ 4,546,432 |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended | ||||||
Mar. 31, 2019USD ($)Term | Mar. 31, 2018USD ($) | Mar. 05, 2019ft² | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | Apr. 01, 2018ft² | Mar. 06, 2018ft² | |
Lessee Lease Description [Line Items] | |||||||
Operating lease right of use asset | $ 400,000 | $ 400,000 | |||||
Operating lease liability, current | 164,629 | ||||||
Operating lease liability, non-current | $ 245,242 | ||||||
Operating lease discount rate | 8.00% | ||||||
Operating lease, weighted average remaining lease term | 2 years 9 months 18 days | ||||||
Operating lease, cash payment made | $ 28,000 | ||||||
Operating lease expense | 37,000 | $ 19,000 | |||||
Minimum future lease commitment | $ 400,596 | ||||||
Newton Lease | |||||||
Lessee Lease Description [Line Items] | |||||||
Minimum future lease commitment | $ 200,000 | ||||||
Newton Lease | Newton, Massachusetts | |||||||
Lessee Lease Description [Line Items] | |||||||
Lease agreement date | Mar. 6, 2018 | ||||||
Lease commencement date | Oct. 1, 2018 | ||||||
Square feet of office space leased | ft² | 2,760 | ||||||
Amended Newton Lease | Newton, Massachusetts | |||||||
Lessee Lease Description [Line Items] | |||||||
Lease agreement date | Mar. 5, 2019 | ||||||
Lease commencement date | Jun. 1, 2019 | ||||||
Square feet of office space leased | ft² | 1,600 | ||||||
Lease expiration date | May 31, 2022 | ||||||
Bend Lease | Oregon | |||||||
Lessee Lease Description [Line Items] | |||||||
Lease agreement date | Apr. 1, 2018 | ||||||
Lease commencement date | Apr. 1, 2018 | ||||||
Square feet of office space leased | ft² | 2,288 | ||||||
Lease expiration date | Mar. 31, 2021 | ||||||
Maximum additional periods of option to extend the bend term | Term | 2 | ||||||
Option to extend bend term for duration period | 3 years |
Leases - Reconciliation of Undi
Leases - Reconciliation of Undiscounted Lease Liabilities to Total Lease Liabilities (Detail) - USD ($) | Mar. 31, 2019 | Jan. 01, 2019 |
Undiscounted lease liabilities for years ending December 31,: | ||
2019 (remaining) | $ 123,127 | |
2020 | 167,813 | |
2021 | 123,714 | |
2022 | 45,850 | |
Total undiscounted lease liabilities | 460,504 | |
Less effects of discounting | (50,633) | |
Total lease liabilities | 409,871 | $ 400,000 |
Operating lease liability, current | 164,629 | |
Operating lease liability, non-current | 245,242 | |
Total lease liabilities | $ 409,871 | $ 400,000 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 151,579 |
2020 | 155,813 |
2021 | 93,204 |
Total | $ 400,596 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Sep. 27, 2017USD ($) | Sep. 30, 2018Patent | Mar. 31, 2019 |
Private Acer | Pending Litigation | Piper Jaffray & Co. | |||
Commitments And 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 | ||
Assistance Publique – Hôpitaux de Paris (“AP-HP”) | License Agreement | |||
Commitments And Contingencies [Line Items] | |||
Agreement entered date | 2018-09 | ||
Number of patent applications | Patent | 3 | ||
Assistance Publique – Hôpitaux de Paris (“AP-HP”) | Private Acer | License Agreement | |||
Commitments And Contingencies [Line Items] | |||
Agreement entered date | 2016-08 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | Nov. 09, 2018 | Aug. 03, 2018 | May 14, 2018 | Apr. 09, 2018 | Jan. 29, 2018 | Jan. 23, 2018 | Sep. 19, 2017 | Mar. 31, 2019 | Dec. 31, 2018 |
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 | $ 42,700,000 | ||||||||
Payments for Underwriting Expense | $ 3,300,000 | ||||||||
Number of share outstanding | 1,151,875 | 781,725 | |||||||
Awards granted under the plan | 430,150 | ||||||||
Unrecognized compensation expense | $ 11,000,000 | ||||||||
Share based compensation arrangement by share based payment award, Average remaining vesting period | 3 years 3 months 18 days | ||||||||
Weighted average grant date fair value of options granted | $ 14.27 | ||||||||
Warrants outstanding | 0 | ||||||||
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 | 403,495 | |||||||
Share-based compensation arrangement by share-based payment award, description | In addition, the number of shares authorized for issuance under the 2018 Plan is automatically increased (the “evergreen provision”) 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 of Directors. 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 | 325,417 | ||||||||
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% | ||||||||
2013 Stock Incentive Plan | |||||||||
Stockholders Equity [Line Items] | |||||||||
Number of common stock authorized for issuance | 165,000 | ||||||||
Options contractual term | 10 years | ||||||||
Awards granted under the plan | 0 | ||||||||
2010 Stock Incentive Plan | |||||||||
Stockholders Equity [Line Items] | |||||||||
Number of common stock authorized for issuance | 470,170 | ||||||||
Options contractual term | 10 years | ||||||||
Awards granted under the plan | 0 | ||||||||
Maximum | 2010 and 2013 Stock Incentive Plan | |||||||||
Stockholders Equity [Line Items] | |||||||||
Number of share outstanding | 635,170 | ||||||||
Over-Allotment Option | |||||||||
Stockholders Equity [Line Items] | |||||||||
Stock issued during period, shares, new issues | 333,333 | ||||||||
At-the-Market Facility | Maximum | |||||||||
Stockholders Equity [Line Items] | |||||||||
Aggregate offering price of common stock | $ 50,000,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Option Activity under 2013 Plan and 2010 Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Options | ||
Number of Shares, Options outstanding at beginning of period | 781,725 | |
Number of Shares, Options Granted | 430,150 | |
Number of Shares, Options Cancelled/forfeited | (60,000) | |
Number of Shares, Options outstanding at end of period | 1,151,875 | 781,725 |
Number of Shares, Options exercisable at end of period | 251,135 | |
Weighted Average Exercise Price, Options | ||
Weighted Average Exercise Price, Options outstanding at beginning of period | $ 16.34 | |
Weighted Average Exercise Price, Options Granted | 28.15 | |
Weighted Average Exercise Price, Options outstanding at end of period | 18.77 | $ 16.34 |
Weighted Average Exercise Price, Options exercisable at end of period | 8.29 | |
Weighted Average Exercise Price, Options Cancelled/forfeited | $ 22.18 | |
Weighted Average Remaining Contract Term, Options | ||
Weighted Average Remaining Contractual Term, Options outstanding at beginning of period | 9 years 4 months 24 days | 9 years |
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 | $ 6.8 | |
Aggregate Intrinsic Value, Options excersiable at end of period | $ 4.5 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Restricted Stock Units Activity under 2018 Plan (Details) - Restricted Stock Units | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Restricted Stock Units | |
Number of Shares, Granted | shares | 15,000 |
Number of Shares, Non-Vested outstanding at end of period | shares | 15,000 |
Weighted Average Grant Date Fair Value Per Share | |
Weighted Average Grant Date Fair Value Per Share, Granted | $ 23.60 |
Weighted Average Grant Date Fair Value Per Share, Non-Vested outstanding at end of the period | 23.60 |
Aggregate Intrinsic Value | |
Aggregate Intrinsic Value, Non-Vested outstanding at beginning of the period | $ 400,000 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Stock-Based Compensation Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Stockholders Equity [Line Items] | ||
Stock-based compensation | $ 671,927 | $ 252,374 |
Research and Development | ||
Stockholders Equity [Line Items] | ||
Stock-based compensation | 369,941 | 152,735 |
General and Administrative | ||
Stockholders Equity [Line Items] | ||
Stock-based compensation | $ 301,986 | $ 99,639 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Number of Shares of Common Stock Underlying Potentially Dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock dilutive securities | 1,166,875 | 838,526 |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock dilutive securities | 312,426 | |
Options to purchase common stock and unvested, undelivered restricted stock units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock dilutive securities | 1,166,875 | 526,100 |