Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 05, 2019 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Entity Registrant Name | MARKER THERAPEUTICS, INC. | |
Trading Symbol | MRKR | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,670,597 | |
Entity Central Index Key | 0001094038 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 53,444,906 | $ 61,746,748 |
Prepaid expenses and deposits | 491,467 | 141,717 |
Interest receivable | 98,154 | 108,177 |
Total current assets | 54,034,527 | 61,996,642 |
Non-current assets: | ||
Property, plant and equipment, net | 413,239 | 147,668 |
Right-of-use assets, net | 547,455 | 0 |
Total non-current assets | 960,694 | 147,668 |
Total assets | 54,995,221 | 62,144,310 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 2,946,782 | 2,754,572 |
Lease liability | 194,482 | 0 |
Warrant liability | 65,000 | 49,000 |
Total current liabilities | 3,206,264 | 2,803,572 |
Non-current liabilities: | ||
Lease liability, net of current portion | 385,169 | 0 |
Total non-current liabilities | 385,169 | 0 |
Total liabilities | 3,591,433 | 2,803,572 |
Commitments and contingencies (see Note 10) | ||
Stockholders' equity: | ||
Preferred stock - $0.001 par value, 5 million shares authorized and 0 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | ||
Common stock, $0.001 par value, 150 million shares authorized, 45.5 million and 45.4 million shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 45,513 | 45,440 |
Additional paid-in capital | 368,353,041 | 365,400,748 |
Accumulated deficit | (316,994,766) | (306,105,450) |
Total stockholders' equity | 51,403,788 | 59,340,738 |
Total liabilities and Stockholders' equity | $ 54,995,221 | $ 62,144,310 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized/designated | 5,000,000 | 5,000,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Common stock shares par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 150,000,000 | 150,000,000 |
Common stock shares issued | 45,500,000 | 45,400,000 |
Common stock shares outstanding | 45,500,000 | 45,400,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues [Abstract] | ||||
Total revenues | $ 0 | $ 205,994 | $ 0 | $ 205,994 |
Operating expenses: | ||||
Research and development | 3,152,445 | 1,826,837 | 5,985,140 | 3,426,387 |
General and administrative | 2,721,120 | 3,052,954 | 5,526,895 | 4,650,890 |
Total operating expenses | 5,873,565 | 4,879,791 | 11,512,035 | 8,077,277 |
Loss from operations | (5,873,565) | (4,673,797) | (11,512,035) | (7,871,283) |
Other income (expense): | ||||
Change in fair value of warrant liabilities | (7,000) | (139,000) | (16,000) | (138,000) |
Interest income | 310,174 | 0 | 638,719 | 0 |
Net loss | $ (5,570,391) | $ (4,812,797) | $ (10,889,316) | $ (8,009,283) |
Net loss per share, basic and diluted | $ (0.12) | $ (0.41) | $ (0.24) | $ (0.71) |
Weighted average number of common shares outstanding | 45,501,078 | 11,838,371 | 45,483,513 | 11,233,755 |
Grant [Member] | ||||
Revenues [Abstract] | ||||
Total revenues | $ 0 | $ 205,994 | $ 0 | $ 205,994 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid- in Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2017 | $ 10,616 | $ 161,067,538 | $ (157,420,027) | $ 3,658,127 |
Beginning Balance, Shares at Dec. 31, 2017 | 10,615,724 | |||
Issuance of common stock in private placement | $ 1,300 | 3,118,700 | 0 | 3,120,000 |
Issuance of common stock in private placement, Shares | 1,300,000 | |||
Stock options exercised for cash | $ 10 | 18,115 | 0 | 18,125 |
Stock options exercised for cash, Shares | 10,416 | |||
Stock warrants cashless exercised | $ 118 | (118) | 0 | 0 |
Stock warrants cashless exercised, Shares | 118,425 | |||
Warrants exercised for cash | $ 1,447 | 4,259,638 | 0 | 4,261,085 |
Warrants exercised for cash, Shares | 1,446,881 | |||
Stock-based compensation | $ 133 | 1,096,339 | 0 | 1,096,472 |
Stock-based compensation (in shares) | 132,825 | |||
Fair value of repriced warrants as inducement | $ 0 | 727,513 | (727,513) | 0 |
Net loss | 0 | 0 | (8,009,283) | (8,009,283) |
Ending Balance at Jun. 30, 2018 | $ 13,624 | 170,287,725 | (166,156,823) | 4,144,526 |
Ending Balance, Shares at Jun. 30, 2018 | 13,624,271 | |||
Beginning Balance at Mar. 31, 2018 | $ 10,636 | 161,221,836 | (160,616,513) | 615,959 |
Beginning Balance, Shares at Mar. 31, 2018 | 10,636,182 | |||
Issuance of common stock in private placement | $ 1,300 | 3,118,700 | 0 | 3,120,000 |
Issuance of common stock in private placement, Shares | 1,300,000 | |||
Stock warrants cashless exercised | $ 118 | (118) | 0 | 0 |
Stock warrants cashless exercised, Shares | 118,425 | |||
Warrants exercised for cash | $ 1,447 | 4,259,638 | 0 | 4,261,085 |
Warrants exercised for cash, Shares | 1,446,881 | |||
Stock-based compensation | $ 123 | 960,156 | 0 | 960,279 |
Stock-based compensation (in shares) | 122,783 | |||
Fair value of repriced warrants as inducement | $ 0 | 727,513 | (727,513) | 0 |
Net loss | 0 | 0 | (4,812,797) | (4,812,797) |
Ending Balance at Jun. 30, 2018 | $ 13,624 | 170,287,725 | (166,156,823) | 4,144,526 |
Ending Balance, Shares at Jun. 30, 2018 | 13,624,271 | |||
Beginning Balance at Dec. 31, 2018 | $ 45,440 | 365,400,748 | (306,105,450) | 59,340,738 |
Beginning Balance, Shares at Dec. 31, 2018 | 45,440,704 | |||
Stock options exercised for cash | $ 12 | 57,732 | 57,744 | |
Stock options exercised for cash, Shares | 11,980 | |||
Warrants exercised for cash | $ 2 | 5,377 | 5,379 | |
Warrants exercised for cash, Shares | 1,799 | |||
Stock-based compensation | $ 59 | 2,889,184 | 2,889,243 | |
Stock-based compensation (in shares) | 59,040 | |||
Net loss | (10,889,316) | (10,889,316) | ||
Ending Balance at Jun. 30, 2019 | $ 45,513 | 368,353,041 | (316,994,766) | 51,403,788 |
Ending Balance, Shares at Jun. 30, 2019 | 45,513,523 | |||
Beginning Balance at Mar. 31, 2019 | $ 45,484 | 366,989,803 | (311,424,375) | 55,610,912 |
Beginning Balance, Shares at Mar. 31, 2019 | 45,484,483 | |||
Stock-based compensation | $ 29 | 1,363,238 | 0 | 1,363,267 |
Stock-based compensation (in shares) | 29,040 | |||
Net loss | $ 0 | 0 | (5,570,391) | (5,570,391) |
Ending Balance at Jun. 30, 2019 | $ 45,513 | $ 368,353,041 | $ (316,994,766) | $ 51,403,788 |
Ending Balance, Shares at Jun. 30, 2019 | 45,513,523 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (10,889,316) | $ (8,009,283) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 39,811 | 0 |
Changes in fair value of warrant liabilities | 16,000 | 138,000 |
Stock-based compensation | 2,889,243 | 1,096,472 |
Amortization on right-of-use assets | 89,178 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and deposits | (349,750) | (57,566) |
Interest receivable | 10,023 | 0 |
Accounts payable and accrued expenses | 225,135 | 2,086,840 |
Lease liability | (89,907) | 0 |
Net cash used in operating activities | (8,059,583) | (4,745,537) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (305,382) | 0 |
Net cash used in investing activities | (305,382) | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants in private placement, net of offering costs | 0 | 3,120,000 |
Proceeds from exercise of stock options | 57,744 | 18,125 |
Proceeds from exercise of warrants | 5,379 | 4,261,085 |
Net cash provided by financing activities | 63,123 | 7,399,210 |
Net decrease in cash | (8,301,842) | 2,653,673 |
Cash and cash equivalents at beginning of period | 61,746,748 | 5,129,289 |
Cash and cash equivalents at end of period | 53,444,906 | 7,782,962 |
Supplemental schedule of non-cash financing activities: | ||
Fair value of repriced warrants as inducement | 0 | 727,513 |
Stock warrants cashless exercised | $ 0 | $ 118 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2019 | |
NATURE OF OPERATIONS | |
NATURE OF OPERATIONS | NOTE 1: NATURE OF OPERATIONS Marker Therapeutics, Inc., a Delaware corporation (the “Company” or “we”), is a clinical-stage immuno-oncology company specializing in the development and commercialization of novel T cell-based immunotherapies and innovative peptide-based vaccines for the treatment of hematological malignancies and solid tumor indications. The Company’s MultiTAA T cell technology is based on the selective expansion of non-engineered, tumor-specific T cells that recognize tumor associated antigens, which are tumor targets, and kill tumor cells expressing those targets. These T cells are designed to recognize multiple tumor targets to produce broad spectrum anti-tumor activity. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2019 | |
BASIS OF PRESENTATION | |
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, 2019 or for any future interim period. The condensed consolidated balance sheet at June 30, 2019 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, 2018 and notes thereto included in the Company’s annual report on Form 10‑K filed on March 15, 2019. |
LIQUIDITY AND FINANCIAL CONDITI
LIQUIDITY AND FINANCIAL CONDITION | 6 Months Ended |
Jun. 30, 2019 | |
LIQUIDITY AND FINANCIAL CONDITION | |
LIQUIDITY AND FINANCIAL CONDITION | NOTE 3: LIQUIDITY AND FINANCIAL CONDITION As of June 30, 2019, the Company had cash and cash equivalents of approximately $53.4 million. 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; successfully progress its product candidates through preclinical and clinical development;, obtain regulatory approval of one or more of its product candidates; maintain and enforce intellectual property rights; 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 trials. Further, the Company’s product candidates will require regulatory approval prior to commercialization. These activities will 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 sales of its product candidates, if approved. Based on the Company's clinical and research and development plans and its timing expectations related to the progress of its programs,the Company expects that its cash and cash equivalents as of June 30, 2019 will enable the Company to fund its operating expenses and capital expenditure requirements through at least the third quarter of 2020. The Company has based this estimate on assumptions that may prove to be wrong, and the Company could utilize its available capital resources sooner than it currently expects. Furthermore, the Company's operating plan may change, and it may need additional funds sooner than planned in order to meet operational needs and capital requirements for product development and commercialization. Because of the numerous risks and uncertainties associated with the development and commercialization of the Company's product candidates and the extent to which the Company may enter into additional collaborations with third parties to participate in their development and commercialization, the Company is unable to estimate the amounts of increased capital outlays and operating expenditures associated with its current and anticipated clinical trials. The Company's future funding requirements will depend on many factors, as it: · initiates or continues clinical trials of its product candidates; · continues the research and development of its product candidates and seeks to discover additional product candidates; · seeks regulatory approvals for any product candidates that successfully complete clinical trials; · maintains and enforces intellectual property rights; · establishes sales, marketing and distribution infrastructure and scale-up manufacturing capabilities to commercialize any product candidates that may receive regulatory approval; · evaluates strategic transactions the Company may undertake; and · enhances operational, financial and information management systems and hires additional personnel, including personnel to support development of product candidates and, if a product candidate is approved, commercialization efforts. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2019 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 4: SIGNIFICANT ACCOUNTING POLICIES Leases Effective January 1, 2019, the Company accounts for its leases under ASC Topic 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. Other than above, 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 for the year ended December 31, 2018, which was filed with the SEC on March 15, 2019. New Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. Recent Accounting Standards Adopted in the Year Leases In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. For public companies, ASU 2016‑02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018‑11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted Topic 842 on January 1, 2019, using the optional transition method to apply the new guidance as of January 1, 2019, rather than as of the earliest period presented, and elected the package of practical expedients described above. Based on the analysis, on January 1, 2019, the Company recorded right of use assets of approximately $637,000, lease liability of approximately $670,000 and eliminated deferred rent of approximately $33,000. SEC Disclosure Update and Simplification In August 2018, the SEC adopted the final rule under SEC Release No. 33‑10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule was effective on November 5, 2018. The first presentation of the changes in stockholders’ equity in accordance with the new guidance was included in the Company’s Form 10‑Q for the quarter ended March 31, 2019 filed on May 10, 2019. Improvements to Non-Employee Share-Based Payment Accounting In June 2018, the FASB issued ASU 2018‑07 “Improvements to Non-employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the ASU, most of the guidance on such payments to non-employees 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. The Company has early adopted the new standard effective January 1, 2019 and the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2019 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | NOTE 5: NET LOSS PER SHARE 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: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Numerator: Net loss $ (5,570,391) $ (4,812,797) $ (10,889,316) $ (8,009,283) Denominator: Weighted average common shares outstanding 45,501,078 11,838,371 45,483,513 11,233,755 Net loss per share data: Basic and diluted $ (0.12) $ (0.41) $ (0.24) $ (0.71) The following securities, rounded to the nearest thousand, were not included in the diluted net loss per share calculation because their effect was anti-dilutive for the periods presented: For the Six Months Ended June 30, 2019 2018 Common stock options 4,568,000 439,000 Common stock purchase warrants 22,979,000 4,871,000 Common stock warrants - liability treatment 27,000 — Potentially dilutive securities 27,574,000 5,310,000 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2019 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 6: PROPERTY AND EQUIPMENT Property and equipment consist of the following as of June 30, 2019 and December 31, 2018, respectively: June 30, December 31, Estimated Useful Lives 2019 2018 Lab equipment 5 Years $ 64,000 $ — Computers, equipment and software 3‑5 Years 189,000 66,000 Office furniture 5 Years 177,000 82,000 Leasehold improvements Lesser of lease term or estimated useful life 23,000 — Total 453,000 148,000 Less: accumulated depreciation (40,000) — Property and equipment, net $ 413,000 $ 148,000 Depreciation expense for the three and six months ended June 30, 2019 was approximately $29,000 and $40,000, respectively. Furniture and computer equipment were placed in use on January 1, 2019, therefore no depreciation expense was recorded during the year ended December 31, 2018. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2019 | |
LEASES | |
LEASES | NOTE 7: LEASES The Company leases office space under agreements classified as operating leases that expire on various dates through 2022. All of the Company’s lease liabilities result from the lease of its corporate headquarters in Houston, Texas, which expires in 2021, and its Jacksonville, Florida office space, which expires in 2022. Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Certain of the Company’s leases include renewal options and escalation clauses; renewal options have not been included in the calculation of the lease liabilities and right of use assets as the Company is not reasonably certain to exercise the options. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. The Company does not act as a lessor or have any leases classified as financing leases. The Company excludes short-term leases having initial terms of 12 months or less from the new accounting guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. The Company has two lease agreements, an office at the Florida Atlantic Research and Development Authority and laboratory space located at the Texas Medical Center in Houston, which are included in short-term lease expense below. At June 30, 2019, the Company had operating lease liabilities of approximately $580,000 and right of use assets of approximately $547,000, which were included in the condensed consolidated balance sheet. The following summarizes quantitative information about the Company’s operating leases: For the Three Months Ended For the Six Months Ended June 30, 2019 June 30, 2019 Operating lease expense summary: Operating lease expense $ 55,000 $ 110,000 Short-term lease expense 24,000 46,000 Variable lease expense 23,000 38,000 Total $ 102,000 $ 194,000 Other information: Operating cash flows from operating leases for the six months ended June 30, 2019 $ 111,000 Right of use assets exchanged for new operating lease liabilities as of adoption date $ 670,000 Weighted-average remaining lease term as of June 30, 2019 – operating leases 1.8 Weighted-average discount rate as of adoption date – operating leases 6.8 % Maturities of the Company's operating leases, excluding short-term leases, are as follows: Six months ended December 31, 2019 $ 114,000 Year ended December 31, 2020 231,000 Year ended December 31, 2021 226,000 Year ended December 31, 2022 68,000 Total $ 639,000 Less present value discount (59,000) Operating lease liabilities included in the Condensed Consolidated Balance Sheet at June 30, 2019 $ 580,000 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2019 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 8: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consist of the following as of June 30, 2019 and December 31, 2018, respectively: June 30, December 31, 2019 2018 Accounts payable $ 1,436,000 $ 1,619,000 Compensation and benefits 781,000 416,000 Professional fees 388,000 236,000 Technology license fees 50,000 80,000 Investor relations fees 176,000 297,000 Other 116,000 106,000 Total accounts payable and accrued liabilities $ 2,947,000 $ 2,754,000 |
WARRANT LIABILITY AND FAIR VALU
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2019 | |
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS | |
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS | NOTE 9: 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, 2019 and 2018 is as follows: For the Six Months Ended June 30, 2019 2018 Exercise price $ 9.72 $ 8.67 Contractual term (years) 0.58 1.32 Volatility (annual) 78 % 83 % Risk-free rate 2 % 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, 2019 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) June 30, 2019 Warrant liability $ 0 $ 0 $ 65,000 $ 65,000 Fair value measured at December 31, 2018 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) December 31, 2018 Warrant liability $ — $ — $ 49,000 $ 49,000 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, 2019. The following table presents changes in Level 3 liabilities measured at fair value for the six months ended June 30, 2019: Warrant Liability Balance - January 1, 2019 $ 49,000 Change in fair value of warrant liability 16,000 Balance - June 30, 2019 $ 65,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 10: COMMITMENTS AND CONTINGENCIES An arbitration proceeding was brought against the Company before the Financial Industry Regulatory Authority, Inc. by a broker seeking to be paid approximately $1 million as compensation for two 2018 transactions, a warrant conversion and a private placement brokered by another broker. The broker’s claims are based on a placement agent agreement for a private placement it brokered in 2017, under which it alleges it is entitled to compensation for the 2018 transactions. The Company believes it has defenses to all of the allegations and intends to vigorously defend itself in this matter. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2019 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 11: STOCKHOLDERS’ EQUITY Common Stock Transactions Exercise of Stock Warrants During the six months ended June 30, 2019, certain outstanding warrants were exercised for 1,799 shares of common stock providing aggregate proceeds to the Company of approximately $5,400. Exercise of Stock Options In January 2019, 11,980 shares of common stock were issued pursuant to stock option exercises at an exercise price equal to $4.82 per share, providing aggregate proceeds to the Company of approximately $58,000. Consulting Arrangements During the six months ended June 30, 2019, the Company issued 30,000 shares of common stock in connection with consulting agreements. The fair value of the common stock of approximately $176,000 was recognized as stock-based compensation expense in general and administrative expenses. Board Compensation During the six months ended June 30, 2019, the Company issued an aggregate of 29,040 shares of common stock to its non-employee directors. The fair value of the common stock of approximately $174,000 was recognized as stock-based compensation expense in general and administrative expenses. Share Purchase Warrants A summary of the Company’s share purchase warrants as of June 30, 2019 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, 2019 23,016,000 $ 4.78 4.29 $ 26,066,000 Exercised for cash (2,000) 2.99 - - Expired or cancelled (8,000) 12.72 - - Balance - June 30, 2019 23,006,000 $ 4.78 3.82 $ 77,194,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2019 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 12: STOCK-BASED COMPENSATION The following table sets forth stock-based compensation expenses recorded during the respective periods: For the Three Months Ended For the Six Months Ended June 30, June 30, 2019 2018 2019 2018 Stock Compensation expenses: Research and development $ 593,000 $ 316,000 $ 1,280,000 $ 386,000 General and administrative 770,000 644,000 1,609,000 710,000 Total stock compensation expenses $ 1,363,000 $ 960,000 $ 2,889,000 $ 1,096,000 At June 30, 2019, the total stock-based compensation cost related to unvested awards not yet recognized was $14.7 million. The expected weighted average period compensation costs to be recognized was 1.77 years. Future option grants will impact the compensation expense recognized. On October 19, 2018 the board of directors granted Mr. Peter Hoang, the Company's Chief Executive Officer, an option award of 1,359,855 shares of common stock at an exercise price of $9.18. These option awards had a term of ten years and were fully vested upon grant and as such, all stock-based compensation expenses were recorded during the fiscal year ended December 31, 2018. After engagement of a compensation consultant, and further review and consideration of Mr. Hoang’s overall compensation, in March 2019 Mr. Hoang’s option award for 1,359,855 shares was amended to change the vesting from being fully vested to being subject to vesting on a monthly basis over four years. There was no incremental stock-based compensation expense recorded during the six months ended June 30, 2019 relating to this modification. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2019 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 13: RELATED PARTY TRANSACTIONS Sponsored Research Agreement with The Baylor College of Medicine (“BCM”). On November 16, 2018, in furtherance of the BCM License Agreement and as contemplated by the terms thereof, the Company entered in a Sponsored Research Agreement (“SRA”) with BCM, which provided for the conduct of research for the Company by credentialed personnel at BCM’s Center for Cell and Gene Therapy. During the six months ended June 30, 2019, the Company recorded approximately $92,000 of expenses under the SRA. Consulting Agreement with Dr. Juan Vera . On October 19, 2018, after the closing of the Company’s merger, the Company entered into a consulting agreement with Dr. Juan Vera, a member of the Company’s board of directors, to serve as the Company’s Chief Development Officer. During the six months ended June 30, 2019, the Company recorded $175,000 of expenses under Dr. Vera’s consulting agreement. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC Topic 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. Other than above, 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 for the year ended December 31, 2018, which was filed with the SEC on March 15, 2019. |
New Accounting Standards | New Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. Recent Accounting Standards Adopted in the Year Leases In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. For public companies, ASU 2016‑02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018‑11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted Topic 842 on January 1, 2019, using the optional transition method to apply the new guidance as of January 1, 2019, rather than as of the earliest period presented, and elected the package of practical expedients described above. Based on the analysis, on January 1, 2019, the Company recorded right of use assets of approximately $637,000, lease liability of approximately $670,000 and eliminated deferred rent of approximately $33,000. SEC Disclosure Update and Simplification In August 2018, the SEC adopted the final rule under SEC Release No. 33‑10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule was effective on November 5, 2018. The first presentation of the changes in stockholders’ equity in accordance with the new guidance was included in the Company’s Form 10‑Q for the quarter ended March 31, 2019 filed on May 10, 2019. Improvements to Non-Employee Share-Based Payment Accounting In June 2018, the FASB issued ASU 2018‑07 “Improvements to Non-employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the ASU, most of the guidance on such payments to non-employees 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. The Company has early adopted the new standard effective January 1, 2019 and the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
NET LOSS PER SHARE | |
Schedule of net loss per share | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Numerator: Net loss $ (5,570,391) $ (4,812,797) $ (10,889,316) $ (8,009,283) Denominator: Weighted average common shares outstanding 45,501,078 11,838,371 45,483,513 11,233,755 Net loss per share data: Basic and diluted $ (0.12) $ (0.41) $ (0.24) $ (0.71) |
Schedule of anti-dilutive securities | For the Six Months Ended June 30, 2019 2018 Common stock options 4,568,000 439,000 Common stock purchase warrants 22,979,000 4,871,000 Common stock warrants - liability treatment 27,000 — Potentially dilutive securities 27,574,000 5,310,000 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment | June 30, December 31, Estimated Useful Lives 2019 2018 Lab equipment 5 Years $ 64,000 $ — Computers, equipment and software 3‑5 Years 189,000 66,000 Office furniture 5 Years 177,000 82,000 Leasehold improvements Lesser of lease term or estimated useful life 23,000 — Total 453,000 148,000 Less: accumulated depreciation (40,000) — Property and equipment, net $ 413,000 $ 148,000 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
LEASES | |
Schedule of quantitative information about operating leases | For the Three Months Ended For the Six Months Ended June 30, 2019 June 30, 2019 Operating lease expense summary: Operating lease expense $ 55,000 $ 110,000 Short-term lease expense 24,000 46,000 Variable lease expense 23,000 38,000 Total $ 102,000 $ 194,000 Other information: Operating cash flows from operating leases for the six months ended June 30, 2019 $ 111,000 Right of use assets exchanged for new operating lease liabilities as of adoption date $ 670,000 Weighted-average remaining lease term as of June 30, 2019 – operating leases 1.8 Weighted-average discount rate as of adoption date – operating leases 6.8 % |
Schedule of maturities of operating leases | Six months ended December 31, 2019 $ 114,000 Year ended December 31, 2020 231,000 Year ended December 31, 2021 226,000 Year ended December 31, 2022 68,000 Total $ 639,000 Less present value discount (59,000) Operating lease liabilities included in the Condensed Consolidated Balance Sheet at June 30, 2019 $ 580,000 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
Schedule of accounts payable and accrued liabilities | June 30, December 31, 2019 2018 Accounts payable $ 1,436,000 $ 1,619,000 Compensation and benefits 781,000 416,000 Professional fees 388,000 236,000 Technology license fees 50,000 80,000 Investor relations fees 176,000 297,000 Other 116,000 106,000 Total accounts payable and accrued liabilities $ 2,947,000 $ 2,754,000 |
WARRANT LIABILITY AND FAIR VA_2
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS | |
Schedule of valuation methodology | For the Six Months Ended June 30, 2019 2018 Exercise price $ 9.72 $ 8.67 Contractual term (years) 0.58 1.32 Volatility (annual) 78 % 83 % Risk-free rate 2 % 1 % Dividend yield (per share) 0 % 0 % |
Schedule of financial liabilities measured at fair value on a recurring basis | Fair value measured at June 30, 2019 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) June 30, 2019 Warrant liability $ 0 $ 0 $ 65,000 $ 65,000 Fair value measured at December 31, 2018 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) December 31, 2018 Warrant liability $ — $ — $ 49,000 $ 49,000 |
Schedule of changes in level 3 liabilities measured at fair value | Warrant Liability Balance - January 1, 2019 $ 49,000 Change in fair value of warrant liability 16,000 Balance - June 30, 2019 $ 65,000 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
STOCKHOLDERS' EQUITY | |
Schedule of share purchase warrants | Weighted Average Number of Weighted Average Remaining Contractual Total Intrinsic Warrants Exercise Price Life (in years) Value Balance - January 1, 2019 23,016,000 $ 4.78 4.29 $ 26,066,000 Exercised for cash (2,000) 2.99 - - Expired or cancelled (8,000) 12.72 - - Balance - June 30, 2019 23,006,000 $ 4.78 3.82 $ 77,194,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
STOCK-BASED COMPENSATION | |
Schedule of stock-based compensation expenses | For the Three Months Ended For the Six Months Ended June 30, June 30, 2019 2018 2019 2018 Stock Compensation expenses: Research and development $ 593,000 $ 316,000 $ 1,280,000 $ 386,000 General and administrative 770,000 644,000 1,609,000 710,000 Total stock compensation expenses $ 1,363,000 $ 960,000 $ 2,889,000 $ 1,096,000 |
LIQUIDITY AND FINANCIAL CONDI_2
LIQUIDITY AND FINANCIAL CONDITION (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
LIQUIDITY AND FINANCIAL CONDITION | ||
Cash and cash equivalents | $ 53,444,906 | $ 61,746,748 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
SIGNIFICANT ACCOUNTING POLICIES | |||
Operating lease, right-of-use asset | $ 547,455 | $ 637,000 | $ 0 |
Operating lease, liability | $ 580,000 | 670,000 | |
Deferred rent | $ 33,000 |
NET LOSS PER SHARE - Computatio
NET LOSS PER SHARE - Computation of Net Loss per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||||
Net loss | $ (5,570,391) | $ (4,812,797) | $ (10,889,316) | $ (8,009,283) |
Denominator: | ||||
Weighted average common shares outstanding | 45,501,078 | 11,838,371 | 45,483,513 | 11,233,755 |
Net loss per share data: | ||||
Basic and diluted | $ (0.12) | $ (0.41) | $ (0.24) | $ (0.71) |
NET LOSS PER SHARE - Potentiall
NET LOSS PER SHARE - Potentially Dilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Potentially dilutive securities | 27,574,000 | 5,310,000 |
Exercise of Stock Options | ||
Common stock purchase warrants | 4,568,000 | 439,000 |
Warrants | ||
Common stock purchase warrants | 22,979,000 | 4,871,000 |
Common stock warrants - liability treatment | ||
Common stock purchase warrants | 27,000 | 0 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Total | $ 453,000 | $ 148,000 |
Less: accumulated depreciation | (40,000) | 0 |
Property and equipment, net | 413,239 | 147,668 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 64,000 | 0 |
Estimated Useful Lives | 5 years | |
Computer Equipment and Software | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 189,000 | 66,000 |
Computer Equipment and Software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 3 years | |
Computer Equipment and Software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Office furniture | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 177,000 | 82,000 |
Estimated Useful Lives | 5 years | |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 23,000 | $ 0 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
PROPERTY AND EQUIPMENT | |||
Depreciation | $ 29,000 | $ 40,000 | $ 0 |
LEASES - Additional Information
LEASES - Additional Information (Details) | 6 Months Ended | ||
Jun. 30, 2019USD ($)agreement | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
LEASES | |||
Number of lease agreements | agreement | 2 | ||
Operating lease, liability | $ 580,000 | $ 670,000 | |
Operating lease, right-of-use asset | $ 547,455 | $ 637,000 | $ 0 |
LEASES - Quantitative Informati
LEASES - Quantitative Information About Operating Leases (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Operating lease expense summary: | ||
Operating lease expense | $ 55,000 | $ 110,000 |
Short-term lease expense | 24,000 | 46,000 |
Variable lease expense | 23,000 | 38,000 |
Total | 102,000 | $ 194,000 |
Other information | ||
Operating cash flows from operating leases | 111,000 | |
Right of use assets exchanged for new operating lease liabilities | $ 670,000 | |
Weighted-average remaining lease term - operating leases | 1 year 9 months 18 days | 1 year 9 months 18 days |
Weighted-average discount rate - operating leases | 6.80% | 6.80% |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Leases (Details) - USD ($) | Jun. 30, 2019 | Jan. 01, 2019 |
LEASES | ||
Six months ended December 31, 2019 | $ 114,000 | |
Year ended December 31, 2020 | 231,000 | |
Year ended December 31, 2021 | 226,000 | |
Year ended December 31, 2022 | 68,000 | |
Total | 639,000 | |
Less present value discount | (59,000) | |
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at June 30, 2019 | $ 580,000 | $ 670,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||
Accounts payable | $ 1,436,000 | $ 1,619,000 |
Compensation and benefits | 781,000 | 416,000 |
Professional fees | 388,000 | 236,000 |
Technology license fees | 50,000 | 80,000 |
Investor relations fees | 176,000 | 297,000 |
Other | 116,000 | 106,000 |
Total accounts payable and accrued liabilities | $ 2,946,782 | $ 2,754,572 |
WARRANT LIABILITY AND FAIR VA_3
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS - Valuation Methodology (Details) - Common stock purchase warrants - $ / shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Exercise price | $ 9.72 | $ 8.67 |
Contractual term (years) | 6 months 29 days | 1 year 3 months 26 days |
Volatility (annual) | 78.00% | 83.00% |
Risk-free rate | 2.00% | 1.00% |
Dividend yield (per share) | 0.00% | 0.00% |
WARRANT LIABILITY AND FAIR VA_4
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS - Financial Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Transfers between levels 1, 2 or 3 of the fair value hierarchy | $ 0 | |
Fair value hedging | ||
Warrant liability | 65,000 | $ 49,000 |
Level 1 | Fair value hedging | ||
Warrant liability | 0 | |
Level 2 | Fair value hedging | ||
Warrant liability | 0 | |
Level 3 | Fair value hedging | ||
Warrant liability | $ 65,000 | $ 49,000 |
WARRANT LIABILITY AND FAIR VA_5
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS - Changes in Level 3 Liabilities Measured at Fair Value (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS | |
Balance | $ 49,000 |
Change in fair value of warrant liability | 16,000 |
Balance | $ 65,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
COMMITMENTS AND CONTINGENCIES | |
Loss Contingency, Damages Sought, Value | $ 1 |
STOCKHOLDERS' EQUITY- Summary o
STOCKHOLDERS' EQUITY- Summary of Share Purchase Warrants (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
STOCKHOLDERS' EQUITY | ||
Number of Warrants, Beginning balance | 23,016,000 | |
Number of Warrants, Exercised for cash | (2,000) | |
Number of Warrants, Expired or cancelled | (8,000) | |
Number of Warrants, Ending balance | 23,006,000 | 23,016,000 |
Weighted Average Exercise Price, Beginning Balance | $ 4.78 | |
Weighted Average Exercise Price, Exercised for cash | 2.99 | |
Weighted Average Exercise Price, Expired or cancelled | 12.72 | |
Weighted Average Exercise Price, Ending Balance | $ 4.78 | $ 4.78 |
Weighted Average Remaining Contractual Life (in years) | 3 years 9 months 26 days | 4 years 3 months 15 days |
Total Intrinsic Value | $ 77,194,000 | $ 26,066,000 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Stock options exercised for cash, value | $ 57,744 | $ 18,125 | ||
Stock-based compensation | $ 1,363,000 | $ 960,000 | 2,889,243 | 1,096,472 |
Proceeds from exercise of warrants | $ 5,379 | $ 4,261,085 | ||
Exercise of stock warrants | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Issuance of shares of common stock | 1,799 | 1,799 | ||
Exercise of Stock Options | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Stock options exercised for cash, value | $ 58,000 | |||
Common Stock | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Stock options exercised for cash, Shares | 11,980 | 10,416 | ||
Stock options exercised for cash, value | $ 12 | $ 10 | ||
Aggregate shares of common stock | 29,040 | 122,783 | 59,040 | 132,825 |
Exercise price | $ 4.82 | |||
Consulting arrangements | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Common shares issued | 30,000 | |||
Fair value of common stock | $ 176,000 | |||
Board Compensation | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Fair value of common stock | $ 174,000 | |||
Aggregate shares of common stock | 29,040 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-based compensation expenses (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total stock compensation expenses | $ 1,363,000 | $ 960,000 | $ 2,889,243 | $ 1,096,472 |
Research and development | ||||
Total stock compensation expenses | 593,000 | 316,000 | 1,280,000 | 386,000 |
General and administrative | ||||
Total stock compensation expenses | $ 770,000 | $ 644,000 | $ 1,609,000 | $ 710,000 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional information (Details) - USD ($) | Oct. 19, 2018 | Jun. 30, 2019 |
Compensation cost not yet recognized | $ 14,700,000 | |
Compensation cost not yet recognized, period for recognition | 1 year 9 months 7 days | |
Expiration period | 10 years | |
Peter Hoang | ||
Options, grants in period, gross | 1,359,855 | |
Share price | $ 9.18 | |
Award vesting period | 4 years | |
Incremental compensation cost | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Payment for sponsored research fees | $ 92,000 |
Chief Development Officer | Consulting arrangements | |
Consulting fees | $ 175,000 |