Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 02, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | TAPIMMUNE INC. | |
Entity Central Index Key | 1,094,038 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | TPIV | |
Entity Common Stock, Shares Outstanding | 13,710,544 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 7,782,962 | $ 5,129,289 |
Prepaid expenses and deposits | 108,716 | 51,150 |
Total current assets | 7,891,678 | 5,180,439 |
Total assets | 7,891,678 | 5,180,439 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 3,595,152 | 1,508,312 |
Warrant liability | 147,000 | 9,000 |
Promissory note | 5,000 | 5,000 |
Total current liabilities | 3,747,152 | 1,522,312 |
Total liabilities | 3,747,152 | 1,522,312 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholders' equity: | ||
Common stock, $0.001 par value, 41.7 million shares authorized, 13.6 million and 10.6 million shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively | 13,624 | 10,616 |
Additional paid-in capital | 170,287,725 | 161,067,538 |
Accumulated deficit | (166,156,823) | (157,420,027) |
Total stockholders' equity | 4,144,526 | 3,658,127 |
Total liabilities and stockholders' equity | 7,891,678 | 5,180,439 |
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred Stock, Value | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred Stock, Value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized/designated | 5,000,000 | 5,000,000 |
Common stock shares par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 41,700,000 | 41,700,000 |
Common stock shares issued | 13,600,000 | 10,600,000 |
Common stock shares outstanding | 13,600,000 | 10,600,000 |
Series A Preferred Stock [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized/designated | 1,250,000 | 1,250,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized/designated | 1,500,000 | 1,500,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues: | ||||
Total revenues | $ 205,994 | $ 0 | $ 205,994 | $ 0 |
Operating expenses: | ||||
Research and development | 1,826,837 | 1,202,725 | 3,426,387 | 2,191,817 |
General and administrative | 3,052,954 | 1,190,517 | 4,650,890 | 2,618,310 |
Total operating expenses | 4,879,791 | 2,393,242 | 8,077,277 | 4,810,127 |
Loss from operations | (4,673,797) | (2,393,242) | (7,871,283) | (4,810,127) |
Other income (expense): | ||||
Change in fair value of warrant liabilities | (139,000) | 7,500 | (138,000) | 4,500 |
Debt extinguishment gain | 0 | 492,365 | 0 | 492,365 |
Net loss | $ (4,812,797) | $ (1,893,377) | $ (8,009,283) | $ (4,313,262) |
Net loss per share, Basic and Diluted | $ (0.41) | $ (0.22) | $ (0.71) | $ (0.51) |
Weighted average number of common shares outstanding | 11,838,371 | 8,576,634 | 11,233,755 | 8,503,521 |
Grant [Member] | ||||
Revenues: | ||||
Grant income | $ 205,994 | $ 0 | $ 205,994 | $ 0 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 6 months ended Jun. 30, 2018 - USD ($) | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] |
Balance, Amount at Dec. 31, 2017 | $ 3,658,127 | $ 10,616 | $ 161,067,538 | $ (157,420,027) |
Balance, Share at Dec. 31, 2017 | 10,615,724 | |||
Issuance of common stock in private placement, Amount | 3,120,000 | $ 1,300 | 3,118,700 | 0 |
Issuance of common stock in private placement, Share | 1,300,000 | |||
Stock options exercised for cash, Amount | 18,125 | $ 10 | 18,115 | 0 |
Stock options exercised for cash, Share | 10,416 | |||
Stock warrants exercised for cash, Amount | 4,261,085 | $ 1,447 | 4,259,638 | 0 |
Stock warrants exercised for cash, Share | 1,446,881 | |||
Stock warrants cashless exercised, Amount | 0 | $ 118 | (118) | 0 |
Stock warrants cashless exercised, Share | 118,425 | |||
Stock-based compensation, Amount | 1,096,472 | $ 133 | 1,096,339 | 0 |
Stock-based compensation, Share | 132,825 | |||
Fair value of repriced warrants as inducement | 0 | $ 0 | 727,513 | (727,513) |
Net loss | (8,009,283) | 0 | 0 | (8,009,283) |
Balance, Amount at Jun. 30, 2018 | $ 4,144,526 | $ 13,624 | $ 170,287,725 | $ (166,156,823) |
Balance, Share at Jun. 30, 2018 | 13,624,271 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (8,009,283) | $ (4,313,262) |
Reconciliation of net loss to net cash used in operating activities: | ||
Changes in fair value of warrant liabilities | 138,000 | (4,500) |
Stock-based compensation | 1,096,472 | 647,387 |
Debt extinguishment gain | 0 | (492,365) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and deposits | (57,566) | (109,032) |
Accounts payable and accrued expenses | 2,086,840 | 336,135 |
Net cash used in operating activities | (4,745,537) | (3,935,637) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants in private placement, net of offering costs | 3,120,000 | 5,408,343 |
Proceeds from exercise of stock warrants, net of offering costs | 4,261,085 | 638,666 |
Proceeds from exercise of stock options | 18,125 | 0 |
Net cash provided by financing activities | 7,399,210 | 6,047,009 |
Net increase in cash | 2,653,673 | 2,111,372 |
Cash at beginning of period | 5,129,289 | 7,851,243 |
Cash at end of period | 7,782,962 | 9,962,615 |
Supplemental schedule of non-cash financing activities: | ||
Fair value of repriced warrants as inducement | 727,513 | 622,042 |
Stock warrants cashless exercised | $ 118 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | Note 1: Nature of Operations TapImmune Inc. (the “Company” or “we”), a Nevada corporation incorporated in 1991, is a biotechnology company focusing on immunotherapy specializing in the development of innovative peptide and gene-based immunotherapeutics and vaccines for the treatment of oncology. Unlike other vaccine technologies that narrowly address the initiation of an immune response, TapImmune's approach broadly stimulates the cellular immune system by enhancing the function of killer T-cells and T-helper cells and by restoring antigen presentation in tumor cells allowing their recognition by the immune system. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 2: Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results. The results for the condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2018 or for any future interim period. The condensed consolidated balance sheet at June 30, 2018 has been derived from unaudited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2017, and notes thereto included in the Company’s annual report on Form 10-K filed on March 23, 2018. |
LIQUIDITY AND FINANCIAL CONDITI
LIQUIDITY AND FINANCIAL CONDITION | 6 Months Ended |
Jun. 30, 2018 | |
Text Block [Abstract] | |
LIQUIDITY AND FINANCIAL CONDITION | NOTE 3: LIQUIDITY AND FINANCIAL CONDITION The Company’s activities since inception have consisted principally of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including, among other things, its ability to access potential markets; secure financing, develop a customer base; attract, retain and motivate qualified personnel; and develop strategic alliances and collaborations. From inception, the Company has been funded by a combination of equity and debt financings. The Company expects to continue to incur substantial losses over the next several years during its development phase. To fully execute its business plan, the Company will need to complete certain research and development activities and clinical studies. Further, the Company’s product candidates will require regulatory approval prior to commercialization. These activities may span many years and require substantial expenditures to complete and may ultimately be unsuccessful. Any delays in completing these activities could adversely impact the Company. The Company plans to meet its capital requirements primarily through issuances of debt and equity securities and, in the longer term, revenue from product sales. As of June 30, 2018, the Company had cash of approximately $7.8 million. Historically, the Company had net losses and negative cash flows from operations. Management intends to continue its research efforts and to finance operations of the Company through debt and/or equity financings. Management plans to seek additional debt and/or equity financing through private or public offerings. There can be no assurance that the Company will be successful in obtaining additional financing on favorable terms, or at all. The Company has no sources of revenue to provide incoming cash flows to sustain its future operations. The Company’s ability to pursue its planned business activities is dependent upon successful efforts to raise additional capital. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 4: SIGNIFICANT ACCOUNTING POLICIES There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the SEC on March 23, 2018. New Accounting Pronouncement s From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, we do not believe that the impact of recently issued standards that are not yet effective will have a material impact on our financial position or results of operations upon adoption. Recent Accounting Pronouncements Adopted in the Year Compensation-Stock Compensation In May 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. It is effective prospectively for the annual period beginning after December 15, 2017 and interim periods within that annual period. Early adoption is permitted. The Company adopted ASU 2017-09 on January 1, 2018; the adoption of ASU 2017-09 did not have a material impact on its financial condition or results of operations, as the Company has not had any modifications to share-based payment awards. However, if the Company does have a modification to an award in the future, it will follow the guidance in ASU 2017-09. Revenue from Contracts with Customers In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (ASU 2014-09) as modified by ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” and ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The Company adopted the new standard effective January 1, 2018, using the modified retrospective approach. The only impact of the adoption of ASU 2014-09 was to reclassify the Company's grant income as revenue. Recent Accounting Pronouncements Not Yet Adopted Accounting for Certain Financial Instruments with Down Round Features On July 13, 2017, the FASB has issued a two-part ASU, No. 2017-11, (i). Accounting for Certain Financial Instruments with Down Round Features and (ii) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and the interim periods within that annual period. Early adoption is permitted. The Company will be evaluating the impact of adopting this standard on the consolidated financial statements and disclosures. Improvements to Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued ASU 2018-07 “Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. |
NET LOSS PER SHARE APPLICABLE T
NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER | 6 Months Ended |
Jun. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER | Note 5: NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. The following table sets forth the computation of net loss per share: Six Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Numerator: Net loss $ (4,812,797 ) $ (1,893,377 ) $ (8,009,283 ) $ (4,313,262 ) Denominator: Weighted average common shares outstanding 11,838,371 8,576,634 11,233,755 8,503,521 Net loss per share data: Basic and Diluted $ (0.41 ) $ (0.22 ) $ (0.71 ) $ (0.51 ) The following securities, rounded to the thousand, were not included in the diluted net loss per share calculation because their effect was anti-dilutive for the periods presented: Six Months Ended June 30, 2018 2017 Common stock options 439,000 455,000 Common stock purchase warrants 4,871,000 6,544,000 Potentially dilutive securities 5,310,000 6,999,000 |
WARRANT LIABILITY AND FAIR VALU
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2018 | |
Derivatives and Fair Value [Abstract] | |
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS | NOTE 6: WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy for the six months ended June 30, 2018 and 2017 is as follows: June 30, June 30, 2018 2017 Stock price $ 9.43 $ 3.88 Exercise price $ 8.67 $ 1.20 Contractual term (years) 1.32 1.03 Volatility (annual) 83 % 78 % Risk-free rate 1 % 1 % Dividend yield (per share) 0 % 0 % The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations. Financial Liabilities Measured at Fair Value on a Recurring Basis Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Warrant liability: Fair value measured at June 30, 2018 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) June 30, 2018 Warrant liability $ - $ - $ 147,000 $ 147,000 Fair value measured at December 31, 2017 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) December 31, 2017 Warrant liability $ - $ - $ 9,000 $ 9,000 The fair value accounting standards define fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows: · Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets; · Level 2 inputs: Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly; and · Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. There were no transfers between Level 1, 2 or 3 during the six months ended June 30, 2018. The following table presents changes in Level 3 liabilities measured at fair value for the six months ended June 30, 2018: Warrant Liability Balance - December 31, 2017 $ 9,000 Change in fair value of warrant liability 138,000 Balance – June 30, 2018 $ 147,000 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | Note 7: STOCKHOLDERS’ EQUITY 2018 Common Stock Transactions Common Stock Purchase Agreement On May 14, 2018, the Company’s largest stockholder Eastern Capital Limited entered into a Common Stock Purchase Agreement with the Company pursuant to which it purchased 1,300,000 shares of common stock at a price per share of $2.40 providing gross proceeds to the Company of $3.12 million. Exercise and Repricing of Warrants Held by Existing Institutional Investors On May 14, 2018, certain institutional holders of outstanding warrants entered into Warrant Exercise Agreements with the Company that provide for an amendment to the exercise price of the warrants being exercised at $2.50 per share. Upon closing of the Warrant Exercise Agreements, such institutional holders immediately exercised warrants for 782,505 shares of common stock providing aggregate proceeds to the Company of approximately $2.0 million. The fair value relating to the modification of exercise prices on the repriced and exercised warrants was treated as deemed dividend on the statement of stockholders’ equity of $728,000. A weighted average summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are included in the modification is as follows: Weighted Average Inputs Before After Modification Modification Exercise price $ 9.93 $ 2.50 Contractual term (years) 2.37 2.37 Volatility (annual) 79 % 79 % Risk-free rate 1.5 % 1.5 % Dividend yield (per share) 0 % 0 % Exercise of Stock Warrants During June 2018, shareholders exercised 782,800 shares of common stock pursuant to stock warrants providing aggregate proceeds to the Company of approximately $2.3 million. 118,425 Exercise of Stock Options In January 2018, 10,416 shares of common stock were issued pursuant to stock option exercises at an exercise price equal to $1.74 per share. Consulting Arrangements During the six months ended June 30, 2018, the Company issued 132,825 shares of common stock as part of consulting agreements. The fair value of the common stock of approximately $644,000 was recognized as stock-based compensation, $563,000 in general and administrative expenses and $81,000 in research and development expenses. Share Purchase Warrants A summary of the Company’s share purchase warrants as of June 30, 2018 and changes during the period is presented below: Weighted Average Number of Weighted Average Remaining Contractual Total Intrinsic Warrants Exercise Price Life (in years) Value Balance - January 1, 2018 6,520,000 $ 6.11 3.16 $ 1,739,000 Issued - - - - Cashless exercised (118,000 ) 4.01 - - Exercised for cash (1,447,000 ) 2.95 - - Expired or Cancelled (84,000 ) 4.01 - - Balance - June 30, 2018 4,871,000 $ 5.94 2.76 $ 20,417,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | Note 8: STOCK-BASED COMPENSATION The Company recorded approximately $960,000 and $271,000 of stock-based compensation expense for the three months ended June 30, 2018 and 2017, respectively. The Company recorded approximately $1,096,000 and $647,000 of stock-based compensation expense for the six months ended June 30, 2018 and 2017, respectively. At June 30, 2018, the total stock-based compensation cost related to unvested awards not yet recognized was $159,000. The expected weighted average period compensation costs to be recognized was 0.48 years. Future option grants will impact the compensation expense recognized. $596,000 and $364,000 of stock-based compensation expenses for the three months ended June 30, 2018 were included in general and administrative expenses and research and development expenses, respectively, on the condensed consolidated statements of operations. $629,000 and $467,000 of stock-based compensation expenses for the six months ended June 30, 2018 were included in general and administrative expenses and research and development expenses, respectively, on the condensed consolidated statements of operations. |
GRANT INCOME
GRANT INCOME | 6 Months Ended |
Jun. 30, 2018 | |
Grant Income [Abstract] | |
GRANT INCOME | Note 9: grant income During the six months ended June 30, 2018, the Company received $0.2 million of a grant awarded to Mayo Foundation from the U.S. Department of Defense for the Phase II Clinical Trial of TPIV200. The grant compensated the Company for clinical supplies manufactured and provided by the Company for the clinical study. In accordance with Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” issued by the Financial Accounting Standards Board, the Company recorded the $0.2 million of grant income as revenue. |
SIGNIFICANT ACCOUNTING POLICI16
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncement s From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, we do not believe that the impact of recently issued standards that are not yet effective will have a material impact on our financial position or results of operations upon adoption. Recent Accounting Pronouncements Adopted in the Year Compensation-Stock Compensation In May 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. It is effective prospectively for the annual period beginning after December 15, 2017 and interim periods within that annual period. Early adoption is permitted. The Company adopted ASU 2017-09 on January 1, 2018; the adoption of ASU 2017-09 did not have a material impact on its financial condition or results of operations, as the Company has not had any modifications to share-based payment awards. However, if the Company does have a modification to an award in the future, it will follow the guidance in ASU 2017-09. Revenue from Contracts with Customers In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (ASU 2014-09) as modified by ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” and ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The Company adopted the new standard effective January 1, 2018, using the modified retrospective approach. The only impact of the adoption of ASU 2014-09 was to reclassify the Company's grant income as revenue. Recent Accounting Pronouncements Not Yet Adopted Accounting for Certain Financial Instruments with Down Round Features On July 13, 2017, the FASB has issued a two-part ASU, No. 2017-11, (i). Accounting for Certain Financial Instruments with Down Round Features and (ii) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and the interim periods within that annual period. Early adoption is permitted. The Company will be evaluating the impact of adopting this standard on the consolidated financial statements and disclosures. Improvements to Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued ASU 2018-07 “Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. |
NET LOSS PER SHARE APPLICABLE17
NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of net loss per share: Six Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Numerator: Net loss $ (4,812,797 ) $ (1,893,377 ) $ (8,009,283 ) $ (4,313,262 ) Denominator: Weighted average common shares outstanding 11,838,371 8,576,634 11,233,755 8,503,521 Net loss per share data: Basic and Diluted $ (0.41 ) $ (0.22 ) $ (0.71 ) $ (0.51 ) |
Net Loss Per Share | The following securities, rounded to the thousand, were not included in the diluted net loss per share calculation because their effect was anti-dilutive for the periods presented: Six Months Ended June 30, 2018 2017 Common stock options 439,000 455,000 Common stock purchase warrants 4,871,000 6,544,000 Potentially dilutive securities 5,310,000 6,999,000 |
WARRANT LIABILITY AND FAIR VA18
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivatives and Fair Value [Abstract] | |
Valuation Methodology | A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy for the six months ended June 30, 2018 and 2017 is as follows: June 30, June 30, 2018 2017 Stock price $ 9.43 $ 3.88 Exercise price $ 8.67 $ 1.20 Contractual term (years) 1.32 1.03 Volatility (annual) 83 % 78 % Risk-free rate 1 % 1 % Dividend yield (per share) 0 % 0 % |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Warrant liability: Fair value measured at June 30, 2018 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) June 30, 2018 Warrant liability $ - $ - $ 147,000 $ 147,000 Fair value measured at December 31, 2017 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) December 31, 2017 Warrant liability $ - $ - $ 9,000 $ 9,000 |
Schedule of Changes in Level 3 Liabilities Measured at Fair Value | The following table presents changes in Level 3 liabilities measured at fair value for the six months ended June 30, 2018: Warrant Liability Balance - December 31, 2017 $ 9,000 Change in fair value of warrant liability 138,000 Balance – June 30, 2018 $ 147,000 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of weighted average valuation methodology | A weighted average summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are included in the modification is as follows: Weighted Average Inputs Before After Modification Modification Exercise price $ 9.93 $ 2.50 Contractual term (years) 2.37 2.37 Volatility (annual) 79 % 79 % Risk-free rate 1.5 % 1.5 % Dividend yield (per share) 0 % 0 % |
Schedule of share purchase warrants | A summary of the Company’s share purchase warrants as of June 30, 2018 and changes during the period is presented below: Weighted Average Number of Weighted Average Remaining Contractual Total Intrinsic Warrants Exercise Price Life (in years) Value Balance - January 1, 2018 6,520,000 $ 6.11 3.16 $ 1,739,000 Issued - - - - Cashless exercised (118,000 ) 4.01 - - Exercised for cash (1,447,000 ) 2.95 - - Expired or Cancelled (84,000 ) 4.01 - - Balance - June 30, 2018 4,871,000 $ 5.94 2.76 $ 20,417,000 |
LIQUIDITY AND FINANCIAL CONDI20
LIQUIDITY AND FINANCIAL CONDITION - Additional Information (Detail) $ in Millions | Jun. 30, 2018USD ($) |
Cash and Cash Equivalents [Line Items] | |
Cash and cash equivalents | $ 7.8 |
NET LOSS PER SHARE APPLICABLE21
NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER - Computation of income (loss) per share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||||
Net loss | $ (4,812,797) | $ (1,893,377) | $ (8,009,283) | $ (4,313,262) |
Denominator: | ||||
Weighted average common shares outstanding | 11,838,371 | 8,576,634 | 11,233,755 | 8,503,521 |
Net loss per share data: | ||||
Basic and Diluted | $ (0.41) | $ (0.22) | $ (0.71) | $ (0.51) |
NET LOSS PER SHARE APPLICABLE22
NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER - Potentially Dilutive Securities (Detail) - shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Common stock options | 439,000 | 455,000 |
Common stock purchase warrants | 4,871,000 | 6,544,000 |
Potentially dilutive securities | 5,310,000 | 6,999,000 |
WARRANT LIABILITY AND FAIR VA23
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS - Conversion Option - Valuation Methodology (Detail) - Share Purchase Warrants [Member] | Jun. 30, 2018$ / shares | Jun. 30, 2017$ / shares |
Measurement Input, Share Price [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Stock price | $ 9.43 | $ 3.88 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 8.67 | 1.20 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Term | 1 year 3 months 25 days | 1 year 11 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 83 | 78 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1 | 1 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
WARRANT LIABILITY AND FAIR VA24
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS - Conversion Option - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Quoted prices in active markets (Level 1) | ||
Derivatives, Fair Value [Line Items] | ||
Warrant liability | $ 0 | $ 0 |
Significant other observable inputs (Level 2) | ||
Derivatives, Fair Value [Line Items] | ||
Warrant liability | 0 | 0 |
Significant other unobservable inputs (Level 3) | ||
Derivatives, Fair Value [Line Items] | ||
Warrant liability | 147,000 | 9,000 |
Fair Value [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Warrant liability | $ 147,000 | $ 9,000 |
WARRANT LIABILITY AND FAIR VA25
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS - Conversion Option - Schedule of Changes in Level 3 Liabilities Measured at Fair Value (Detail) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Class of Warrant or Right [Line Items] | |
Balance | $ 9,000 |
Change in fair value of warrant liability | 138,000 |
Balance | $ 147,000 |
STOCKHOLDERS' EQUITY - Weighte
STOCKHOLDERS' EQUITY - Weighted average summary of quantitative information (Detail) - Share Purchase Warrants [Member] | Jun. 30, 2018 | Jun. 30, 2017 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 8.67 | 1.20 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Term | 1 year 3 months 25 days | 1 year 11 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 83 | 78 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1 | 1 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Weighted Average Inputs Before Modification [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.93 | |
Weighted Average Inputs Before Modification [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Term | 2 years 4 months 13 days | |
Weighted Average Inputs Before Modification [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 79 | |
Weighted Average Inputs Before Modification [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.5 | |
Weighted Average Inputs Before Modification [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | |
Weighted Average Inputs After Modification [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 2.50 | |
Weighted Average Inputs After Modification [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Term | 2 years 4 months 13 days | |
Weighted Average Inputs After Modification [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 79 | |
Weighted Average Inputs After Modification [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.5 | |
Weighted Average Inputs After Modification [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 |
STOCKHOLDERS' EQUITY- Summary o
STOCKHOLDERS' EQUITY- Summary of the Company's share purchase warrants (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Number of Warrants, Beginning balance | 6,520,000 | |
Number of Warrants, Issued | 0 | |
Number of Warrant of Cashless exercised | (118,000) | |
Number of Warrant Exercised for cash | (1,447,000) | |
Number of Warrant Expired or Cancelled | (84,000) | |
Number of Warrants, Ending balance | 4,871,000 | 6,520,000 |
Weighted Average Exercise Price, Beginning Balance | $ 6.11 | |
Weighted Average Exercise Price, Issued | 0 | |
Weighted Average Exercise Price Cashless exercised | 4.01 | |
Weighted Average Exercise Price, Exercised for cash | 2.95 | |
Weighted Average Exercise Price Expired or Cancelled | 4.01 | |
Weighted Average Exercise Price, Ending Balance | $ 5.94 | $ 6.11 |
Weighted Average Remaining Contractual Life, Outstanding (in years) | 2 years 9 months 4 days | 3 years 1 month 28 days |
Total Intrinsic Value | $ 20,417,000 | $ 1,739,000 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Detail) - USD ($) | May 14, 2018 | Jan. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 1,300,000 | |||||
Shares Issued, Price Per Share | $ 2.50 | |||||
Stock Issued During Period, Value, New Issues | $ 3,120,000 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 782,505 | 782,800 | 782,800 | |||
Proceeds from Warrant Exercises | $ 2,000,000 | $ 4,261,085 | $ 638,666 | |||
Exercise Of Warrants Amount | 4,261,085 | |||||
Non Cash Excercise Of Warrants Amount | $ 118 | 0 | ||||
Number Of Warrant Expired or Cancelled | (84,000) | |||||
Research and Development Expense | $ 1,826,837 | $ 1,202,725 | $ 3,426,387 | $ 2,191,817 | ||
Consulting Arrangements [Member] | ||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||||
Allocated Share-based Compensation Expense | 132,825 | |||||
Selling, General and Administrative Expense | 644,000 | |||||
Research and Development Expense | $ 563,000 | |||||
Stock Issued During Period, Shares, Issued for Services | 81,000 | |||||
Warrant [Member] | ||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||||
Exercise Of Warrants Amount | $ 728,000 | |||||
Eastern Capital Limited [Member] | ||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||||
Shares Issued, Price Per Share | $ 2.40 | |||||
Common Stock [Member] | ||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 10,416 | 10,416 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 1.74 | |||||
Exercise Of Warrants Amount | $ 1,447 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation | $ 960,000 | $ 271,000 | $ 1,096,472 | $ 647,387 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 159,000 | $ 159,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 5 months 23 days | |||
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation | 364,000 | $ 467,000 | ||
Research and Development Expense [Member] | ||||
Share-based Compensation | $ 596,000 | $ 629,000 |
GRANT INCOME - Additional Infor
GRANT INCOME - Additional Information (Detail) - Grant [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 205,994 | $ 0 | $ 205,994 | $ 0 |
Accounting Standards Update 2014-09 [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 200,000 |