Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jul. 31, 2015 | Sep. 09, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Advaxis, Inc. | |
Entity Central Index Key | 1,100,397 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --10-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 33,365,829 | |
Trading Symbol | ADXS | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jul. 31, 2015 | Oct. 31, 2014 |
Current Assets: | ||
Cash and Cash Equivalents | $ 97,142,340 | $ 17,606,860 |
Prepaid Expenses | $ 366,702 | 182,978 |
Income Tax Receivable | 1,731,317 | |
Other Current Assets | $ 8,182 | 8,182 |
Deferred Expenses - current | 1,150,443 | 964,724 |
Total Current Assets | 98,667,667 | 20,494,061 |
Property and Equipment, net | 375,688 | 77,369 |
Intangible Assets, net | 3,142,490 | 2,767,945 |
Other Assets | 120,863 | 38,438 |
TOTAL ASSETS | 102,306,708 | 23,377,813 |
Current Liabilities: | ||
Accounts Payable | 2,153,604 | 1,411,058 |
Accrued Expenses | 2,293,688 | 1,241,796 |
Short Term Convertible Notes and Fair Value of Embedded Derivative | 29,549 | 62,882 |
Total Current Liabilities | 4,476,841 | 2,715,736 |
Common Stock Warrant Liability | 295,183 | 32,091 |
Total Liabilities | $ 4,772,024 | $ 2,747,827 |
Shareholders' Equity: | ||
Preferred Stock, $0.001 par value; 5,000,000 shares authorized; Series B Preferred Stock; issued and outstanding 0 at July 31, 2015 and October 31, 2014. Liquidation preference of $0 at July 31, 2015 and October 31, 2014. | ||
Common Stock - $0.001 par value; authorized 45,000,000 shares, issued and outstanding 31,496,398 at July 31, 2015 and 19,630,139 at October 31, 2014. | $ 31,496 | $ 19,630 |
Additional Paid-In Capital | 218,945,481 | 107,601,493 |
Accumulated Deficit | (121,442,293) | (86,991,137) |
Total Shareholders' Equity | 97,534,684 | 20,629,986 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 102,306,708 | $ 23,377,813 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jul. 31, 2015 | Oct. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, liquidation preference value | $ 0 | $ 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 31,496,398 | 19,630,139 |
Common stock, shares outstanding | 31,496,398 | 19,630,139 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,000,000 | |||
Operating Expenses | ||||
Research and Development Expenses | $ 7,289,944 | $ 3,005,306 | $ 17,004,939 | 6,110,095 |
General and Administrative Expenses | 6,339,335 | 2,993,739 | 17,240,302 | 9,442,630 |
Total Operating Expenses | 13,629,279 | 5,999,045 | 34,245,241 | 15,552,725 |
Loss from Operations | $ (13,629,279) | $ (5,999,045) | $ (34,245,241) | (14,552,725) |
Other Income (expense): | ||||
Interest Expense | (5,253) | |||
Gain on Note retirement | $ 6,243 | |||
Debt conversion expense | $ (6,599) | |||
Net changes in fair value of derivative liabilities | $ 32,384 | $ 210,298 | (254,923) | $ 616,095 |
Other Income | 34,869 | 9,553 | 55,608 | 28,874 |
Net Loss before benefit for income taxes | $ (13,562,026) | $ (5,779,194) | $ (34,451,155) | (13,906,766) |
Income Tax Benefit | 625,563 | |||
Net Loss | $ (13,562,026) | $ (5,779,194) | $ (34,451,155) | $ (13,281,203) |
Net Loss per share, basic and diluted | $ (0.44) | $ (0.30) | $ (1.30) | $ (0.82) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 30,955,708 | 19,273,062 | 26,400,596 | 16,294,134 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
OPERATING ACTIVITIES | ||
Net Loss | $ (34,451,155) | $ (13,281,203) |
Adjustments to reconcile Net Loss to net cash used in operating activities: | ||
Non-cash charges to consultants and employees for options and stock | $ 15,836,492 | 4,599,259 |
Non-cash interest expense | 51 | |
Loss (Gain) on change in value of warrants and embedded derivative | $ 254,923 | (616,095) |
Warrant expense | 8,169 | $ 4,445 |
Gain on disposal of property and equipment | $ (10,000) | |
Settlement expense | $ 34,125 | |
Employee Stock Purchase Plan | $ 18,014 | 5,371 |
Depreciation expense | 28,352 | 20,709 |
Amortization expense of intangibles | 151,108 | $ 129,434 |
Debt conversion expense | $ 6,599 | |
(Gain) on note retirement | $ (6,243) | |
Change in operating assets and liabilities: | ||
Prepaid expenses | $ (183,724) | $ (170,596) |
Income tax receivable | $ 1,731,317 | |
Other current assets | $ (25,000) | |
Deferred expenses | $ (185,719) | $ (566,013) |
Security deposit | (82,425) | |
Accounts payable and accrued expenses | $ 1,794,438 | $ (2,105,153) |
Interest payable | (98,192) | |
Net cash used in operating activities | $ (15,083,612) | (12,075,101) |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (316,671) | (24,595) |
Cost of intangible assets | (525,653) | (288,115) |
Net cash used in Investing Activities | $ (842,324) | (312,710) |
FINANCING ACTIVITIES | ||
Repayment of Officer Loan | $ (64,926) | |
Proceeds from exercise of options | $ 58,400 | |
Proceeds from exercise of warrants | 2,329,708 | $ 250 |
Net proceeds of issuance of Common Stock | 94,788,419 | 14,820,105 |
Taxes paid related to net share settlement of equity awards | (1,715,111) | (771,028) |
Net cash provided by Financing Activities | 95,461,416 | 13,984,401 |
Net increase in cash and cash equivalents | 79,535,480 | 1,596,590 |
Cash and cash equivalents at beginning of period | 17,606,860 | 20,552,062 |
Cash and cash equivalents at end of period | $ 97,142,340 | 22,148,652 |
Supplemental Disclosures of Cash Flow Information | ||
Cash Paid for Interest | 103,445 | |
Supplemental Schedule of Non-cash Investing and Financing Activities | ||
Accounts Payable from consultants settled with Common Stock | $ 342,309 | |
Conversion of notes payable into common stock | $ 39,932 |
Organization
Organization | 9 Months Ended |
Jul. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. ORGANIZATION Advaxis, Inc. (Advaxis or the Company) is a clinical stage biotechnology company focused on the discovery, development and commercialization of proprietary Lm Listeria monocytogenes Lm Lm Axalimogene filolisbac (ADXS-HPV) is the Companys lead Lm Axalimogene filolisbac (ADXS-HPV) has received United States Food and Drug Administration (FDA) orphan drug designation for three HPV-associated cancers: cervical, head and neck, and anal cancer, and is being evaluated in Company-sponsored trials executed under an Investigational New Drug (IND) which include the following: i) a Phase 1/2 clinical trial alone and in combination with MedImmunes investigational anti-PD-L1 immune checkpoint inhibitor, durvalumab (MEDI4736), in patients with previously treated metastatic HPV-associated cervical cancer and HPV-associated head and neck cancer; ii) a Phase 2 multi-center, open-label study alone and in combination with Incytes investigational oral indoleamine 2,3-dioxygenase 1 (IDO1) inhibitor, epacadostat (INCB24360) in patients with Stage I-IIa HPV-associated cervical cancer; iii) a Phase 1/2 study evaluating higher doses and repeat cycles of axalimogene filolisbac (ADXS-HPV) in patients with recurrent cervical cancer; iv) a single arm Phase 2 monotherapy study in patients with metastatic anal cancer and, v) a Phase 2 study in collaboration with and funded by Global BioPharma Inc. (GBP), under a development and commercialization license agreement applicable to Asia, of axalimogene filolisbac (ADXS-HPV) in HPV-associated non-small cell lung cancer. In addition to the Company-sponsored trials, axalimogene filolisbac (ADXS-HPV) is also being evaluated in three ongoing investigator-initiated clinical trials as follows: locally advanced cervical cancer (GOG-0265), head and neck cancer (Mount Sinai), and anal cancer (Brown University). ADXS-PSA is the Companys Lm ADXS-HER2 is the Companys Lm Lm Since inception in 2002, the Company has focused its development efforts on understanding its platform technology and establishing a drug development pipeline that incorporates this technology into therapeutic cancer immunotherapies, currently those targeting HPV-associated cancer (cervical cancer, head and neck cancer and anal cancer), prostate cancer, and HER2 expressing cancers. Although no immunotherapies have been commercialized to date, research and development and investment continues to be placed behind the advancement of this technology. Pipeline development and the further exploration of the technology for advancement entails risk and expense. The Company anticipates that its ongoing operational costs will increase significantly as it continues conducting and expanding its clinical development program. In addition to its existing single target vectors targeting tumor associated and stromal targets, the Company is actively engaged in the development of new constructs that will address multiple targets that are common to tumor types as well as mutation-associated neo-epitopes. Lastly, the Company is developing certain internal capabilities to manufacture clinical trial materials for its Phase 1 and Phase 2 programs. Liquidity and Financial Condition The Companys products are being developed and have not generated significant revenues. As a result, the Company has suffered recurring losses. These losses are expected to continue for an extended period of time. On December 19, 2014, the Company priced a registered direct offering of 3,940,801 shares of its Common Stock (Common Stock). The transaction closed on December 22, 2014, and the Company received net proceeds of approximately $15.8 million from the offering. In addition, on February 18, 2015, the Company priced an additional registered direct offering of 3,068,095 shares of its Common Stock. The transaction closed on February 19, 2015, and the Company received net proceeds of approximately $22.3 million from the offering. The shares in each offering were sold under a Registration Statement (No. 333-194009) on Form S-3, filed by the Company with the United States Securities and Exchange Commission (SEC). On May 5, 2015, the Company closed on an underwritten public offering of 2,800,000 shares of Common Stock at a public offering price of $19.00 per share. On May 20, 2015, the Company closed the Underwriters overallotment option to purchase 420,000 shares of its Common Stock at a public offering price of $19.00 per share. The net proceeds from the May 2015 public offerings were approximately $56.7 million. On August 25, 2015, the Company priced a registered direct offering of 1,797,269 of its Common Stock at a price of $13.91 per share. The transaction closed on August 28, 2015 and the Company received net proceeds of approximately $25 million. The sale of the shares in these offerings were registered pursuant to a Registration Statement (No. 333- 203497) on Form S-3, filed by the Company with the SEC. The Company believes its current cash position is sufficient to fund its business plan approximately through fiscal 2018. The estimate is based on assumptions that may prove to be wrong, and the Company could use available capital resources sooner than currently expected. Because of the numerous risks and uncertainties associated with the development and commercialization of its product candidates, the Company is unable to estimate the amount of increased capital outlays and operating expenses associated with completing the development of its current product candidates. The Company recognizes it may need to raise additional capital in order to continue to execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company or whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to scale back its business plan. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 9 Months Ended |
Jul. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Basis of Presentation | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of Presentation - Unaudited Interim Financial Information The accompanying unaudited interim condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information, and in accordance with the rules and regulations of the SEC with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to represent a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed financial statements should be read in conjunction with the financial statements of the Company for the year ended October 31, 2014 and notes thereto contained in the Companys annual report on Form 10-K for the year ended October 31, 2014, as filed with the SEC on January 6, 2015. Revenue Recognition The Company is expected to derive the majority of its revenue from patent licensing. In general, these revenue arrangements provide for the payment of contractually determined fees in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by the Company. The intellectual property rights granted may be perpetual in nature, or upon the final milestones being met, or can be granted for a defined, relatively short period of time, with the licensee possessing the right to renew the agreement at the end of each contractual term for an additional minimum upfront payment. The Company recognizes licensing fees when there is persuasive evidence of a licensing arrangement, fees are fixed or determinable, delivery has occurred and collectability is reasonably assured. An allowance for doubtful accounts is established based on the Companys best estimate of the amount of probable credit losses in the Companys existing license fee receivables, using historical experience. The Company reviews its allowance for doubtful accounts periodically. Past due accounts are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date, this is yet to occur. If product development is successful, the Company will recognize revenue from royalties based on licensees sales of its products or products using its technologies. Royalties are recognized as earned in accordance with the contract terms when royalties from licensees can be reasonably estimated and collectability is reasonably assured. If royalties cannot be reasonably estimated or collectability of a royalty amount is not reasonably assured, royalties are recognized as revenue when the cash is received. The Company recognizes revenue from milestone payments received under collaboration agreements when earned, provided that the milestone event is substantive, its achievability was not reasonably assured at the inception of the agreement, the Company has no further performance obligations relating to the event and collection is reasonably assured. If these criteria are not met, the Company recognizes milestone payments ratably over the remaining period of the Companys performance obligations under the collaboration agreement. All such recognized revenues are included in collaborative licensing and development revenue in the Companys consolidated statements of operations. Estimates The preparation of financial statements in accordance with GAAP involves the use of estimates and assumptions that affect the recorded amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ substantially from these estimates. Significant estimates include the fair value and recoverability of the carrying value of intangible assets (patents and licenses), the fair value of options, the fair value of embedded conversion features, warrants and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, based on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from estimates. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of July 31, 2015 and October 31, 2014, the Company had approximately $92.2 million and $- in cash equivalents. Concentration of Credit Risk The Company maintains its cash in bank deposit accounts (checking) that at times exceed federally insured limits. Approximately $97.0 million is subject to credit risk at July 31, 2015. However, these cash balances are maintained at creditworthy financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk. Fair Value of Financial Instruments The carrying amounts of financial instruments, including cash, accounts payable and accrued expenses approximated fair value as of the balance sheet date presented, because of the relatively short maturity dates on these instruments. The carrying amounts of the financing arrangements issued approximate fair value as of the balance sheet date presented, because interest rates on these instruments approximate market interest rates after consideration of stated interest rates, anti-dilution protection and associated warrants. Net Loss per Share Basic net income or loss per common share is computed by dividing net income or loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share give effect to dilutive options, warrants, convertible debt and other potential Common Stock outstanding during the period. In the case of a net loss the impact of the potential Common Stock resulting from warrants, outstanding stock options and convertible debt are not included in the computation of diluted loss per share, as the effect would be anti-dilutive. In the case of net income the impact of the potential Common Stock resulting from these instruments that have intrinsic value are included in the diluted earnings per share. The table sets forth the number of potential shares of Common Stock that have been excluded from diluted net loss per share. As of July 31, 2015 2014 Warrants 3,263,008 4,587,540 Stock Options 1,933,154 490,338 Convertible Debt (using the if-converted method) 1,576 3,354 Total 5,197,738 5,081,232 Stock Based Compensation The Company has an equity plan which allows for the granting of stock options to its employees, directors and consultants for a fixed number of shares with an exercise price equal to the fair value of the shares at date of grant. The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally measured based on contractual terms. The fair value amount is then recognized over the requisite service period, usually the vesting period, in both research and development expenses and general and administrative expenses on the statement of operations depending on the nature of the services provided by the employees or consultants. The process of estimating the fair value of stock-based compensation awards and recognizing stock-based compensation cost over their requisite service period involves significant assumptions and judgments. The Company estimates the fair value of stock option awards on the date of grant using the Black Scholes Model (BSM) for the remaining awards, which requires that the Company makes certain assumptions regarding: (i) the expected volatility in the market price of its Common Stock; (ii) dividend yield; (iii) risk-free interest rates; and (iv) the period of time employees are expected to hold the award prior to exercise (referred to as the expected holding period). As a result, if the Company revises its assumptions and estimates, stock-based compensation expense could change materially for future grants. The Company accounts for stock-based compensation using fair value recognition and records stock-based compensation as a charge to earnings net of the estimated impact of forfeited awards. As such, the Company recognizes stock-based compensation cost only for those stock-based awards that are estimated to ultimately vest over their requisite service period, based on the vesting provisions of the individual grants. Recent Accounting Pronouncements In January 2015, the FASB issued ASU 2015-01, Income Statement Extraordinary and Unusual Items Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying condensed financial statements. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Jul. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. PROPERTY AND EQUIPMENT Property and equipment consists of the following: July 31, 2015 October 31, 2014 (Unaudited) Leasehold Improvements $ 25,685 $ - Laboratory Equipment 320,927 250,456 Furniture and Fixtures 138,415 72,554 Computer Equipment 2,977 10,717 Total Property and Equipment 488,004 333,727 Accumulated Depreciation and Amortization (112,316 ) (256,358 ) Net Property and Equipment $ 375,688 $ 77,369 Depreciation expense for the three and nine months ended July 31, 2015 and 2014 was $14,204, $28,352, $6,903 and $20,709, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Jul. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 4. INTANGIBLE ASSETS Pursuant to our license agreement with the University of Pennsylvania, the Company is billed actual patent expenses as they are passed through from Penn and are billed directly from our patent attorney. The following is a summary of intangible assets as of the end of the following fiscal periods: July 31, 2015 October 31, 2014 (Unaudited) License $ 651,992 $ 651,992 Patents 3,637,277 3,111,624 Total intangibles 4,289,269 3,763,616 Accumulated Amortization (1,146,779 ) (995,671 ) Intangible Assets $ 3,142,490 $ 2,767,945 The expirations of the existing patents range from 2015 to 2028 but the expirations can be extended based on market approval if granted and/or based on existing laws and regulations. Capitalized costs associated with patent applications that are abandoned without future value are charged to expense when the determination is made not to pursue the application. No patent applications with future value were abandoned or expired and charged to expense in the three and nine months ended July 31, 2015 or 2014. Amortization expense for licensed technology and capitalized patent costs is included in general and administrative expenses and aggregated $52,416, $151,108, $44,818 and $129,434 for the three and nine months ended July 31, 2015 and 2014, respectively. Estimated amortization expense for the next five years is as follows: Year ended October 31, 2015 (Remaining) $ 53,500 2016 214,000 2017 214,000 2018 214,000 2019 214,000 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Jul. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. ACCRUED EXPENSES: The following table represents the major components of accrued expenses: July 31, 2015 October 31, 2014 (Unaudited) Salaries and Other Compensation $ 999,223 $ 890,069 Vendors 35,014 121,200 Legal 537,500 - Professional Fees 115,862 208,000 Withholding Taxes Payable 606,089 22,527 $ 2,293,688 $ 1,241,796 |
Short-Term Convertible Notes &
Short-Term Convertible Notes & Fair Value of Embedded Derivative | 9 Months Ended |
Jul. 31, 2015 | |
Debt Disclosure [Abstract] | |
Short-Term Convertible Notes & Fair Value of Embedded Derivative | 6. SHORT-TERM CONVERTIBLE NOTES & FAIR VALUE OF EMBEDDED DERIVATIVE As of July 31, 2015 and October 31, 2014, the Company had approximately $30,000 and $63,000 in principal outstanding on its junior subordinated convertible promissory notes that are currently overdue and are recorded as current liabilities on the Companys balance sheet at July 31, 2015 and October 31, 2014, respectively. During February 2015, the Company induced certain noteholders to convert their convertible promissory notes into common shares by offering conversion prices at a $1.61 discount from the market price of the common stock. In total, $33,333 of promissory notes were converted into 4,104 shares of common stock. In connection with the note conversions, the Company recorded a debt conversion expense of $6,599 in the accompanying statement of operations. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Jul. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 7. DERIVATIVE INSTRUMENTS Warrants A summary of changes in warrants for the nine months ended July 31, 2015 is as follows: Number of Weighted-Average Warrants Exercise Price Outstanding Warrants at October 31, 2014: 4,158,092 $ 5.42 Issued 2,361 $ 7.20 Exercised * (758,032 ) $ 5.10 Expired (139,413 ) $ 10.47 Outstanding Warrants at July 31, 2015 3,263,008 $ 5.05 * Includes the cashless exercise of 291,322 warrants that resulted in the issuance of 216,261 shares of common stock. At July 31, 2015, the Company had approximately 3.23 million of its total 3.26 million outstanding warrants classified as equity (equity warrants). At October 31, 2014, the Company had approximately 4.1 million of its total 4.2 million outstanding warrants classified as equity (equity warrants). At issuance, equity warrants are recorded at their relative fair values, using the Relative Fair Value Method, in the shareholders equity section of the balance sheet. The equity warrants can only be settled through the issuance of shares and are not subject to anti-dilution provisions. Warrant Liability At July 31, 2015, the Company had approximately 29,000 of its total approximately 3.26 million outstanding warrants classified as liability warrants (liability warrants). As of October 31, 2014, the Company had approximately 123,000 of its total approximately 4.2 million total warrants classified as liabilities (liability warrants). All of these liability warrants at July 31, 2015 and October 31, 2014 were outstanding. The Company utilizes the BSM to calculate the fair value of these warrants at issuance and at each subsequent reporting date. For those warrants with exercise price reset features (anti-dilution provisions), the Company computes multiple valuations, each quarter, using an adjusted BSM, to account for the various possibilities that could occur due to changes in the inputs to the BSM as a result of contractually-obligated changes (for example, changes in strike price to account for down-round provisions). The Company effectively weights each calculation based on the likelihood of occurrence to determine the value of the warrants at the reporting date. At July 31, 2015, none of the 29,000 liability warrants are subject to weighted-average anti-dilution provisions. At October 31, 2014, approximately 60,000 of the 123,000 liability warrants are subject to weighted-average anti-dilution provisions. A certain number of liability warrants contain a cash settlement provision in the event of a fundamental transaction (as defined in the Common Stock purchase warrant). Any changes in the fair value of the warrant liability (i.e. - the total fair value of all outstanding liability warrants at the balance sheet date) between reporting periods will be reported on the statement of operations. At July 31, 2015 and October 31, 2014, the fair value of the warrant liability was approximately $295,000 and $32,000, respectively. For the three months ended July 31, 2015 and 2014, the Company reported income of approximately $32,000 and $210,000, respectively, due to changes in the fair value of the warrant liability. For the nine months ended July 31, 2015 and 2014, the Company reported a loss of approximately $255,000 and income of approximately $616,000, respectively, due to changes in the fair value of the warrant liability. In determining the fair value of the warrant liability, at July 31, 2015 and October 31, 2014, the Company used the following inputs in its BSM: July 31, 2015 October 31, 2014 Exercise Price $ 5.63-18.75 $ 2.76-21.25 Stock Price $ 16.66 $ 3.18 Expected term 92-733 days 4-1006 days Expected Volatility 84.24%-99.38 % 55.41%-129.38 % Risk Free Interest Rate .08%-.67 % .01%-1.62 % Exercise of Warrants During the nine months ended July 31, 2015, warrants to purchase 758,032 shares of common stock were exercised, which resulted in cash proceeds of $2,329,708. Expiration of Warrants During the nine months ended July 31, 2015, the Company had 62,430 warrants with anti-dilution provisions, and 76,983 warrants with no such anti-dilution provisions, expire unexercised. Warrants with anti-dilution provisions Some of the Companys warrants contained anti-dilution provisions originally set at $25.00 with a term of five years. As of July 31, 2015, all of these warrants had expired. As of October 31, 2014, these warrants had an exercise price of approximately $7.71. If the Company had issued any Common Stock, except for exempt issuances as defined in the warrant agreement, for consideration less than the exercise price then the exercise price and the amount of warrant shares available would have been adjusted to a new price and amount of shares per the weighted average formula included in the warrant agreement. For the nine months ended July 31, 2015, this anti-dilution provision required the Company to issue approximately 2,400 additional warrant shares; and the exercise price to be lowered to $7.20. For those warrants with exercise price reset features (anti-dilution provisions), the Company computed multiple valuations, each quarter, using an adjusted BSM, to account for the various possibilities that could occur due to changes in the inputs to the BSM as a result of contractually-obligated changes (for example, changes in strike price to account for down-round provisions). The Company utilized different exercise prices of $7.20 and $6.00, weighting the possibility of warrants being exercised at $7.20 between 40% and 50% and warrants being exercised at $6.00 between 60% and 50%. As of July 31, 2015, there were outstanding warrants to purchase 3,263,008 shares of the Companys Common Stock with exercise prices ranging from $2.76 to $18.75 per share. As of July 31, 2015, the aggregate intrinsic value of outstanding warrants was approximately $37,643,000. |
Share Based Compensation
Share Based Compensation | 9 Months Ended |
Jul. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation | 8. SHARE BASED COMPENSATION 2015 Incentive Plan On March 30, 2015, the Board of Directors adopted, subject to stockholder approval at the Annual Meeting, the Advaxis, Inc. 2015 Incentive Plan (the 2015 Plan). The 2015 Plan became effective on May 27, 2015 when it was approved by the Companys stockholders at the 2015 Annual Meeting. The 2015 Plan serves as the successor to the Advaxis, Inc. 2011 Omnibus Incentive Plan (the Prior Plan). Effective May 27, 2015, all future equity awards will be made from the 2015 Plan, and no additional awards will be granted under the Prior Plan. Subject to proportionate adjustment in the event of stock splits and similar events, the aggregate number of shares of Common Stock that may be issued under the 2015 Plan is 3,600,000 shares, plus a number of additional shares (not to exceed 650,000) underlying awards outstanding as of the effective date of the 2015 Plan under the Prior Plan that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason. Employment Agreements Management voluntarily purchases restricted stock directly from the Company at market price. The respective stock purchases occur on the last trading day of each month. This voluntary election is outlined in each of Daniel J. OConnor, Chief Executive Officer and President, David J. Mauro, Executive Vice President, Chief Medical Officer, Gregory T. Mayes, Executive Vice President, Chief Operating Officer and Secretary, Robert G. Petit, Executive Vice President, Chief Scientific Officer and Sara M. Bonstein, Senior Vice President, Chief Financial Officer, (each an Executive), employment agreements. The table below reflects the purchases of each Executive: ANNUALIZED Annual Amount For the Nine Months Ended July 31, 2015 to be Purchased Gross Purchase Net Purchase Executive $ $ # of shares $ # of shares Daniel J. OConnor $ 89,064 $ 67,494 6,664 $ 61,916 6,329 David J. Mauro $ 16,531 $ 12,568 1,257 $ 9,514 980 Gregory T. Mayes $ 23,477 $ 17,427 1,679 $ 14,082 1,387 Robert G. Petit $ 25,225 $ 19,335 1,942 $ 14,499 1,507 Sara M. Bonstein $ 19,734 $ 14,665 1,417 $ 11,695 1,137 For the three months ended July 31, 2015, the Company recorded stock compensation expense of $60,795 on the statement of operations representing 3,130 shares of its Common Stock (2,346 shares on a net basis after employee payroll taxes). For the nine months ended July 31, 2015, the Company recorded stock compensation expense of $150,883 on the statement of operations representing 14,435 shares of its Common Stock (12,528 shares on a net basis after employee payroll taxes). From 2013 to present, in addition to the purchases of Common Stock set forth in the above table, Mr. OConnor has also purchased an additional 146,616 shares of Common Stock out of his personal funds at the then market price for an aggregate consideration of $588,294. These purchases consisted of the conversion of amounts due to Mr. OConnor under a promissory note given by Mr. OConnor to the Company in 2012 of approximately $66,500 for 21,091 shares, 2013 base salary which he elected to receive in Common Stock of approximately $182,919 for 34,752 shares, 2013 and 2014 cash bonus voluntarily requested to receive in equity of approximately $206,125 for 57,990 shares, fiscal 2014 voluntary request to purchase stock directly from the Company at market price purchases of $68,750 for 15,950 shares, and purchases of the Companys Common Stock in the October 2013 and March 2014 public offerings of 13,500 shares for $54,000 and 3,333 shares for $10,000. The Executives employment agreements entitle them to a performance-based year-end cash bonus. Mr. OConnor, Dr. Mauro and Mr. Mayes voluntarily requested to be paid all of their bonus, required to be paid in cash, in the Companys Common Stock instead of cash. Ms. Bonstein voluntarily requested to be paid 75% of her cash bonus in the Companys Common Stock instead of cash. Dr. Petit received 100% of his bonus in cash. The total fair value of these equity purchases was $457,125, or 137,275 shares of the Companys Common Stock (104,461 on a net basis after employee payroll taxes). Restricted Stock Units (RSUs) A summary of the Companys RSU activity and related information for the nine months ended July 31, 2015 is as follows: Number of Weighted-Average RSUs Grant Date Fair Value Balance at October 31, 2014: 791,879 $ 3.81 Granted 641,452 $ 16.00 Vested (362,747 ) $ 8.60 Cancelled (3,333 ) $ 11.76 Balance at July 31, 2015 1,067,251 $ 9.48 As of July 31, 2015, there was approximately $9,055,000 of unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a remaining weighted average vesting period of approximately 1.34 years. As of July 31, 2015, the aggregate intrinsic value of non-vested RSUs was approximately $7,661,000. Employee Stock Awards During the three months ended July 31, 2015, 129,154 shares of Common Stock (100,726 shares on a net basis after employee taxes) were issued to executives and employees related to vested incentive retention awards, employment inducements and employee excellence awards. Total stock compensation expense associated with these awards was $2,361,716. During the nine months ended July 31, 2015, 292,832 shares of Common Stock (211,957 shares on a net basis after employee taxes) were issued to executives and employees related to incentive retention awards, employment inducements and employee excellence awards. Total stock compensation expense associated with these awards was $3,633,886. Furthermore, non-executive employees were entitled to receive a performance-based year-end cash bonus. Several non-executive employees requested to be paid all or a portion of their cash bonus in the Companys Common Stock instead of cash. During the nine months ended July 31, 2105, the total fair value of these equity purchases were $67,671, or 20,322 shares of the Companys Common Stock (14,300 on a net basis after employee payroll taxes). Director Stock Awards During the three months ended July 31, 2015, 23,955 shares of Common Stock were issued to the Directors for compensation related to board and committee membership. Total stock compensation expense to the Directors was $264,552. During the nine months ended July 31, 2015, 239,850 shares of Common Stock (226,423 shares on a net basis after taxes) were issued to the Directors for compensation related to board and committee membership. Total stock compensation expense to the Directors was $967,631. Stock Options A summary of changes in the stock option plan for nine months ended July 31, 2015 is as follows: Number of Weighted-Average Options Exercise Price Outstanding at October 31, 2014: 467,968 $ 15.51 Granted 1,618,995 $ 13.29 Exercised * (137,667 ) $ 12.29 Expired (16,142 ) $ 36.42 Outstanding at July 31, 2015 1,933,154 $ 13.70 Vested and Exercisable at July 31, 2015 712,957 $ 14.18 * Includes the cashless exercise of 117,667 options that resulted in the issuance of 45,167 shares of common stock. Total compensation cost related to the Companys outstanding stock options, recognized in the statement of operations for the three and nine months ended July 31, 2015, was approximately $1,959,000 and $6,824,000, respectively. For the three and nine months ended July 31, 2014, compensation cost related to the Companys outstanding stock options was approximately $212,000 and $729,000 respectively. During the nine months ended July 31, 2015, 1,618,995 options were granted with a total grant date fair value of approximately $28,318,000. During the nine months ended July 31, 2014, 36,000 options were granted with a total grant date fair value of approximately $145,000. During the nine months ended July 31, 2015, options to purchase 137,667 shares of common stock were exercised, which resulted in cash proceeds of $58,400. As of July 31, 2015, there was approximately $21,714,000 of unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a remaining weighted average vesting period of approximately 1.62 years. In determining the fair value of the stock options granted during the nine months ended July 31, 2015 and 2014, the Company used the following inputs in its BSM: Nine Months Ended July 31, 2015 July 31, 2014 Expected Term 5-10 years 5 years Expected Volatility 108.72%-154.54 % 151.38%-171.12 % Expected Dividends 0 % 0 % Risk Free Interest Rate 1.41%-2.27 % 1.39-1.72 % Shares Issued to c During the three months ended July 31, 2015, 75,628 shares of Common Stock valued at $1,390,107 were issued to consultants for services. During the nine months ended July 31, 2015, 319,278 shares of Common Stock valued at $3,768,014 were issued to consultants for services. The common stock share values were based on the dates the shares vested. The following table summarizes share-based compensation expense included in the Statement of Operations by expense category for the three and nine months ended July 31, 2015 and 2014, respectively: Three Months Ended July 31, Nine Months Ended July 31, 2015 2014 2015 2014 Research and development $ 2,499,097 $ 303,516 $ 4,896,922 $ 888,457 General and administrative 3,537,359 1,435,521 10,939,570 3,710,802 Total $ 6,036,456 $ 1,739,037 $ 15,836,492 $ 4,599,259 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jul. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES Legal Proceedings Iliad Research and Trading On March 24, 2014, Iliad Research and Trading, L.P. (Iliad) filed a Complaint against the Company in the Third Judicial District Court of Salt Lake County, Utah. On June 30, 2014, after Iliad had filed an Amended Complaint, the Company removed the action to the United States District Court for the District of Utah. On August 1, 2014, Iliad filed a Second Amended Complaint (the SAC). Iliad alleged that the Company granted a participation right to Tonaquint, Inc. (Tonaquint) in a securities purchase agreement between Tonaquint and the Company (the Purchase Agreement), pursuant to which Tonaquint was entitled to participate in transactions that the Company structured in accordance with Section 3(a)(10) of the Securities Act of 1933, as amended. Iliad further alleged that the Companys settlement with Ironridge Global IV, Ltd. (Ironridge), pursuant to which the Company issued certain shares of its Common Stock to Ironridge in reliance on the Section 3(a)(10) exemption, occurred without adequate notice for Tonaquint to exercise its participation right. In addition, Iliad alleged that it acquired all of Tonaquints rights under the Purchase Agreement in April 2013. The SAC purports to assert claims for breach of contract (express and implied), fraud (federal securities, state securities and common law) and conversion. On November 24, 2014, in response to the Companys motion to dismiss, the Court dismissed the conversion claim but denied the remainder of the motion. On December 8, 2014, Advaxis filed its answer to the SAC and a counterclaim (the Counterclaim), alleging that Iliad by purporting to have surreptitiously preserved its claim for breach of Tonaquints alleged right to participate in the Ironridge transaction had fraudulently induced Advaxis to enter into the parties post-assignment Exchange and Settlement Agreement and, in the alternative, had breached the covenant of good faith and fair dealing implied therein. On January 23, 2015, Iliad filed its Reply to Counterclaim. On May 4, 2015, in response to Iliads motion for partial summary judgment concerning liability on the express contract claim and Advaxis Rule 56(d) motion to deny that motion and allow discovery, the Court found that Advaxis had materially breached the Purchase Agreement. On September 10, 2015, the parties entered into a definitive confidential settlement agreement, pursuant to which Iliad will file a stipulation of dismissal shortly, and the Company accrued such amounts. Knoll On August 21, 2015, Knoll Capital Management L.P. (KCM) filed a complaint against the Company in the Delaware Court of Chancery. The complaint alleges the existence of an oral agreement for the purchase by Knoll from the Company of 1,666,666.67 shares of Company stock at a price of $3.00 per share. KCM alleges that the Company breached this alleged agreement and seeks specific performance or, alternatively, money damages for breach of contract. KCM served the Company with the complaint on August 31, 2015, and the Company has until September 21, 2015 to either answer or move to dismiss the complaint. The Company intends to defend itself vigorously. Numoda On June 19, 2009, the Company entered into a master agreement and on July 8, 2009, the Company entered into a Project Agreement with Numoda Corporation (Numoda), to oversee Phase 2 clinical activity with axalimogene filolisbac (ADXS-HPV) for the treatment of invasive cervical cancer and CIN. On October 1, 2014, the Company filed a Complaint against Numoda seeking a declaratory judgment that, with its tender to Numoda of a check for $68,884, the Company had fully performed the parties Project Agreement and that Numoda was not entitled to interest, costs or attorneys fees thereunder or otherwise. On January 9, 2015, Numoda filed papers in support of its motion to dismiss the Complaint. On January 23, 2015, the Company filed an Amended Complaint against Numoda seeking an order directing Numoda to specifically perform its obligation to deliver to Advaxis all materials, information and other data generated under the parties Project Agreement. On February 25, 2015, the Court endorsed a letter from Numodas counsel withdrawing its motion to dismiss the Complaint in light of the Amended Complaint. On February 20, 2015, Numoda filed an Answer denying liability and asserting a number of affirmative defenses. With Court approval of a stipulation of the parties, the Preliminary Conference was adjourned from May 28, 2015 until October 29, 2015. Larkin and Bono On July 27, 2015, a derivative complaint was filed by a purported Company shareholder in the Court of Chancery of the State of Delaware against certain of the Companys officers and directors styled Timothy Larkin v. OConnor, et al., Case No. 11338-VCB (Del. Ch. July 27, 2015). The action was brought derivatively on behalf of the Company, which is also named as a nominal defendant. On August 20, 2015, a related derivative complaint was filed by a purported Company shareholder in the United States District Court for the District of New Jersey against the same defendants styled David Bono v. OConnor, et al., Case No. 3:15-CV-006326-FLW-DEA (D.N.J. Aug. 20, 2015). Both complaints are based on general allegations related to certain stock options granted to the individual defendants and generally allege counts for breaches of fiduciary duty and unjust enrichment. The Bono complaint alleges additional claims for violation of Section 14(a) of the Securities Exchange Act of 1934 and for waste of corporate assets. Both complaints seek damages and costs of an unspecified amount, disgorgement of compensation obtained by the individual defendants, and injunctive relief. At this early stage of each proceeding, the Company does not express any opinion as to the likely outcome, but the Company intends to defend each action vigorously. The Company is from time to time involved in legal proceedings in the ordinary course of its business. The Company does not believe that any of these claims and proceedings against us is likely to have, individually or in the aggregate, a material adverse effect on its financial condition or results of operations. Operating Leases The Companys corporate offices are currently located at 305 College Road East, Princeton, New Jersey 08540. On April 1, 2011, the Company entered into a sublease agreement for such office, and the agreement has a termination date of November 29, 2015. In May 2015, the Company signed a direct lease for an expansion area, as well as a direct lease for the existing office, lab and vivarium space upon the expiration of the sublease agreement, which is approximately 20,000 square foot of space in Princeton, NJ. The lease term is seven years and expires on November 30, 2022. The Company paid a security deposit of $82,426. The lease requires base annual rent of approximately $442,000 with annual increases in increments between 2% and 4% throughout the remainder of the lease. Rent expense will be recognized on a straight line basis over the term of the lease. The lease contains two options to renew for five years each. Future minimum payments of the Companys operating leases are as follows: Year ended October 31, 2015 (Remaining) $ 60,000 2016 424,927 2017 450,451 2018 468,947 2019 488,153 Thereafter 1,625,308 The Company plans to continue to rent necessary offices and laboratories to support its business. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Jul. 31, 2015 | |
Equity [Abstract] | |
Shareholders' Equity | 10. SHAREHOLDERS EQUITY Registered Direct Offerings On December 19, 2014, the Company priced a registered direct offering of 3,940,801 shares of its Common Stock at $4.25 per share. The transaction closed on December 22, 2014, and the Company received gross proceeds of approximately $16.7 million from the offering. After deducting offering expenses, the net proceeds from the offering were approximately $15.8 million. On February 18, 2015, the Company priced a registered direct offering of 3,068,095 shares of its Common Stock at $7.50 per share. The transaction closed on February 19, 2015, and the Company received gross proceeds of approximately $23.0 million from the offering. After deducting offering expenses, the net proceeds from the offering were approximately $22.3 million. Public Offerings On May 5, 2015, the Company closed on an underwritten public offering of 2,800,000 shares of Common Stock at a public offering price of $19.00 per share. On May 20, 2015, the Company closed the Underwriters overallotment option to purchase 420,000 shares of its Common Stock at a public offering price of $19.00 per share. The Company received gross proceeds of approximately $61.2 million from the May 2015 public offerings. After deducting offering expenses, the net proceeds from the May 2015 public offerings were approximately $56.7 million. |
Fair Value
Fair Value | 9 Months Ended |
Jul. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 11. FAIR VALUE The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities. ● Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities. The following table provides the liabilities carried at fair value measured on a recurring basis as of July 31, 2015 and October 31, 2014: July 31, 2015 Level 1 Level 2 Level 3 Total Common stock warrant liability, warrants exercisable at $5.63 - $18.75 from May 2015 through August 2017 $ - $ - $ 295,183 $ 295,183 October 31, 2014 Level 1 Level 2 Level 3 Total Common stock warrant liability, warrants exercisable at $2.76 - $21.25 from November 2014 through August 2017 $ - $ - $ 32,091 $ 32,091 Common stock warrant liability: July 31, 2015 (Unaudited) Beginning balance: October 31, 2014 $ 32,091 Issuance of additional warrants due to anti-dilution provisions 8,169 Change in fair value 254,923 Balance at July 31, 2015 $ 295,183 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jul. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS On August 10, 2015, the Company issued 58,126 shares of Common Stock valued at $921,297 to an accredited investor as payment for consulting services rendered. On August 13, 2015, the Board of Directors appointed The Honorable Tom Ridge, the first Secretary of the U.S. Department of Homeland Security and 43 rd On August 17, 2015, the Company issued 1,250 shares of common stock to an employee which represents the initial vesting period of an inducement grant pursuant to his Employment Agreement. On August 18, 2015, The Company issued 2,379 shares of common stock to employees in connection with the Employee Stock Purchase Plan. On August 26, 2015, the Company entered into a licensing agreement with Knight Therapeutics Inc. (Knight), a Canadian-based specialty pharmaceutical company focused on acquiring, in-licensing, selling and marketing innovative prescription and over-the-counter pharmaceutical products, to commercialize in Canada the Companys product candidates. Under the terms of the licensing agreement, Knight will be responsible to conduct and fund all regulatory and commercial activities in Canada. The Company is eligible to receive royalty and sales milestones as defined in the agreement. In connection with the licensing agreement, the Company sold directly to Knight 359,454 shares of the common stock at $13.91 per share. In addition, the Company sold directly to Sectoral Asset Management, a leading Canadian-based global healthcare investment advisor, 1,437,815 shares of common stock at $13.91 per share. The combined net proceeds to the Company from these direct investments is approximately $25 million. The sale of the shares closed on August 28, 2015. On August 31, 2015, the Company issued 1,020 shares of Common Stock to management, pursuant to their Employment Agreements. On September 8, 2015, the Company issued 8,750 shares of Common Stock to employees which represents the initial vesting period of inducement grants pursuant to their employment agreements. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 9 Months Ended |
Jul. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation - Unaudited Interim Financial Information | Basis of Presentation - Unaudited Interim Financial Information The accompanying unaudited interim condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information, and in accordance with the rules and regulations of the SEC with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to represent a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed financial statements should be read in conjunction with the financial statements of the Company for the year ended October 31, 2014 and notes thereto contained in the Companys annual report on Form 10-K for the year ended October 31, 2014, as filed with the SEC on January 6, 2015. |
Revenue Recognition | Revenue Recognition The Company is expected to derive the majority of its revenue from patent licensing. In general, these revenue arrangements provide for the payment of contractually determined fees in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by the Company. The intellectual property rights granted may be perpetual in nature, or upon the final milestones being met, or can be granted for a defined, relatively short period of time, with the licensee possessing the right to renew the agreement at the end of each contractual term for an additional minimum upfront payment. The Company recognizes licensing fees when there is persuasive evidence of a licensing arrangement, fees are fixed or determinable, delivery has occurred and collectability is reasonably assured. An allowance for doubtful accounts is established based on the Companys best estimate of the amount of probable credit losses in the Companys existing license fee receivables, using historical experience. The Company reviews its allowance for doubtful accounts periodically. Past due accounts are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date, this is yet to occur. If product development is successful, the Company will recognize revenue from royalties based on licensees sales of its products or products using its technologies. Royalties are recognized as earned in accordance with the contract terms when royalties from licensees can be reasonably estimated and collectability is reasonably assured. If royalties cannot be reasonably estimated or collectability of a royalty amount is not reasonably assured, royalties are recognized as revenue when the cash is received. The Company recognizes revenue from milestone payments received under collaboration agreements when earned, provided that the milestone event is substantive, its achievability was not reasonably assured at the inception of the agreement, the Company has no further performance obligations relating to the event and collection is reasonably assured. If these criteria are not met, the Company recognizes milestone payments ratably over the remaining period of the Companys performance obligations under the collaboration agreement. All such recognized revenues are included in collaborative licensing and development revenue in the Companys consolidated statements of operations. |
Estimates | Estimates The preparation of financial statements in accordance with GAAP involves the use of estimates and assumptions that affect the recorded amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ substantially from these estimates. Significant estimates include the fair value and recoverability of the carrying value of intangible assets (patents and licenses), the fair value of options, the fair value of embedded conversion features, warrants and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, based on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from estimates. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of July 31, 2015 and October 31, 2014, the Company had approximately $92.2 million and $- in cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains its cash in bank deposit accounts (checking) that at times exceed federally insured limits. Approximately $97.0 million is subject to credit risk at July 31, 2015. However, these cash balances are maintained at creditworthy financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of financial instruments, including cash, accounts payable and accrued expenses approximated fair value as of the balance sheet date presented, because of the relatively short maturity dates on these instruments. The carrying amounts of the financing arrangements issued approximate fair value as of the balance sheet date presented, because interest rates on these instruments approximate market interest rates after consideration of stated interest rates, anti-dilution protection and associated warrants. |
Net Loss per Share | Net Loss per Share Basic net income or loss per common share is computed by dividing net income or loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share give effect to dilutive options, warrants, convertible debt and other potential Common Stock outstanding during the period. In the case of a net loss the impact of the potential Common Stock resulting from warrants, outstanding stock options and convertible debt are not included in the computation of diluted loss per share, as the effect would be anti-dilutive. In the case of net income the impact of the potential Common Stock resulting from these instruments that have intrinsic value are included in the diluted earnings per share. The table sets forth the number of potential shares of Common Stock that have been excluded from diluted net loss per share. As of July 31, 2015 2014 Warrants 3,263,008 4,587,540 Stock Options 1,933,154 490,338 Convertible Debt (using the if-converted method) 1,576 3,354 Total 5,197,738 5,081,232 |
Stock Based Compensation | Stock Based Compensation The Company has an equity plan which allows for the granting of stock options to its employees, directors and consultants for a fixed number of shares with an exercise price equal to the fair value of the shares at date of grant. The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally measured based on contractual terms. The fair value amount is then recognized over the requisite service period, usually the vesting period, in both research and development expenses and general and administrative expenses on the statement of operations depending on the nature of the services provided by the employees or consultants. The process of estimating the fair value of stock-based compensation awards and recognizing stock-based compensation cost over their requisite service period involves significant assumptions and judgments. The Company estimates the fair value of stock option awards on the date of grant using the Black Scholes Model (BSM) for the remaining awards, which requires that the Company makes certain assumptions regarding: (i) the expected volatility in the market price of its Common Stock; (ii) dividend yield; (iii) risk-free interest rates; and (iv) the period of time employees are expected to hold the award prior to exercise (referred to as the expected holding period). As a result, if the Company revises its assumptions and estimates, stock-based compensation expense could change materially for future grants. The Company accounts for stock-based compensation using fair value recognition and records stock-based compensation as a charge to earnings net of the estimated impact of forfeited awards. As such, the Company recognizes stock-based compensation cost only for those stock-based awards that are estimated to ultimately vest over their requisite service period, based on the vesting provisions of the individual grants. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2015, the FASB issued ASU 2015-01, Income Statement Extraordinary and Unusual Items Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying condensed financial statements. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies and Basis of Presentation (Tables) | 9 Months Ended |
Jul. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Common Stock Excluded From Diluted Net Loss Per Share | The table sets forth the number of potential shares of Common Stock that have been excluded from diluted net loss per share. As of July 31, 2015 2014 Warrants 3,263,008 4,587,540 Stock Options 1,933,154 490,338 Convertible Debt (using the if-converted method) 1,576 3,354 Total 5,197,738 5,081,232 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Jul. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following: July 31, 2015 October 31, 2014 (Unaudited) Leasehold Improvements $ 25,685 $ - Laboratory Equipment 320,927 250,456 Furniture and Fixtures 138,415 72,554 Computer Equipment 2,977 10,717 Total Property and Equipment 488,004 333,727 Accumulated Depreciation and Amortization (112,316 ) (256,358 ) Net Property and Equipment $ 375,688 $ 77,369 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Jul. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following is a summary of intangible assets as of the end of the following fiscal periods: July 31, 2015 October 31, 2014 (Unaudited) License $ 651,992 $ 651,992 Patents 3,637,277 3,111,624 Total intangibles 4,289,269 3,763,616 Accumulated Amortization (1,146,779 ) (995,671 ) Intangible Assets $ 3,142,490 $ 2,767,945 |
Schedule of Amortization Expense | Estimated amortization expense for the next five years is as follows: Year ended October 31, 2015 (Remaining) $ 53,500 2016 214,000 2017 214,000 2018 214,000 2019 214,000 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Jul. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | The following table represents the major components of accrued expenses: July 31, 2015 October 31, 2014 (Unaudited) Salaries and Other Compensation $ 999,223 $ 890,069 Vendors 35,014 121,200 Legal 537,500 - Professional Fees 115,862 208,000 Withholding Taxes Payable 606,089 22,527 $ 2,293,688 $ 1,241,796 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Jul. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Warrants Activity | A summary of changes in warrants for the nine months ended July 31, 2015 is as follows: Number of Weighted-Average Warrants Exercise Price Outstanding Warrants at October 31, 2014: 4,158,092 $ 5.42 Issued 2,361 $ 7.20 Exercised * (758,032 ) $ 5.10 Expired (139,413 ) $ 10.47 Outstanding Warrants at July 31, 2015 3,263,008 $ 5.05 * Includes the cashless exercise of 291,322 warrants that resulted in the issuance of 216,261 shares of common stock. |
Schedule of Fair Value of Warrant Liability | July 31, 2015 October 31, 2014 Exercise Price $ 5.63-18.75 $ 2.76-21.25 Stock Price $ 16.66 $ 3.18 Expected term 92-733 days 4-1006 days Expected Volatility 84.24%-99.38 % 55.41%-129.38 % Risk Free Interest Rate .08%-.67 % .01%-1.62 % |
Share Based Compensation (Table
Share Based Compensation (Tables) | 9 Months Ended |
Jul. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Allocation of Base Salary | The table below reflects the purchases of each Executive: ANNUALIZED Annual Amount For the Nine Months Ended July 31, 2015 to be Purchased Gross Purchase Net Purchase Executive $ $ # of shares $ # of shares Daniel J. OConnor $ 89,064 $ 67,494 6,664 $ 61,916 6,329 David J. Mauro $ 16,531 $ 12,568 1,257 $ 9,514 980 Gregory T. Mayes $ 23,477 $ 17,427 1,679 $ 14,082 1,387 Robert G. Petit $ 25,225 $ 19,335 1,942 $ 14,499 1,507 Sara M. Bonstein $ 19,734 $ 14,665 1,417 $ 11,695 1,137 |
Summary of RSU Activity and Related Information | A summary of the Companys RSU activity and related information for the nine months ended July 31, 2015 is as follows: Number of Weighted-Average RSUs Grant Date Fair Value Balance at October 31, 2014: 791,879 $ 3.81 Granted 641,452 $ 16.00 Vested (362,747 ) $ 8.60 Cancelled (3,333 ) $ 11.76 Balance at July 31, 2015 1,067,251 $ 9.48 |
Summary of Changes in Stock Option Plan | A summary of changes in the stock option plan for nine months ended July 31, 2015 is as follows: Number of Weighted-Average Options Exercise Price Outstanding at October 31, 2014: 467,968 $ 15.51 Granted 1,618,995 $ 13.29 Exercised * (137,667 ) $ 12.29 Expired (16,142 ) $ 36.42 Outstanding at July 31, 2015 1,933,154 $ 13.70 Vested and Exercisable at July 31, 2015 712,957 $ 14.18 * Includes the cashless exercise of 117,667 options that resulted in the issuance of 45,167 shares of common stock. |
Summary of Fair Value of Stock Options Granted of BSM | In determining the fair value of the stock options granted during the nine months ended July 31, 2015 and 2014, the Company used the following inputs in its BSM: Nine Months Ended July 31, 2015 July 31, 2014 Expected Term 5-10 years 5 years Expected Volatility 108.72%-154.54 % 151.38%-171.12 % Expected Dividends 0 % 0 % Risk Free Interest Rate 1.41%-2.27 % 1.39-1.72 % |
Summary of Share-based Compensation Expense | The following table summarizes share-based compensation expense included in the Statement of Operations by expense category for the three and nine months ended July 31, 2015 and 2014, respectively: Three Months Ended July 31, Nine Months Ended July 31, 2015 2014 2015 2014 Research and development $ 2,499,097 $ 303,516 $ 4,896,922 $ 888,457 General and administrative 3,537,359 1,435,521 10,939,570 3,710,802 Total $ 6,036,456 $ 1,739,037 $ 15,836,492 $ 4,599,259 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Jul. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Payments of Operating Leases | Future minimum payments of the Companys operating leases are as follows: Year ended October 31, 2015 (Remaining) $ 60,000 2016 424,927 2017 450,451 2018 468,947 2019 488,153 Thereafter 1,625,308 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Jul. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following table provides the liabilities carried at fair value measured on a recurring basis as of July 31, 2015 and October 31, 2014: July 31, 2015 Level 1 Level 2 Level 3 Total Common stock warrant liability, warrants exercisable at $5.63 - $18.75 from May 2015 through August 2017 $ - $ - $ 295,183 $ 295,183 October 31, 2014 Level 1 Level 2 Level 3 Total Common stock warrant liability, warrants exercisable at $2.76 - $21.25 from November 2014 through August 2017 $ - $ - $ 32,091 $ 32,091 |
Instruments Classified in Shareholders' Equity Measured on Recurring Basis, Unobservable Input Reconciliation | Common stock warrant liability: July 31, 2015 (Unaudited) Beginning balance: October 31, 2014 $ 32,091 Issuance of additional warrants due to anti-dilution provisions 8,169 Change in fair value 254,923 Balance at July 31, 2015 $ 295,183 |
Organization (Details Narrative
Organization (Details Narrative) | Aug. 28, 2015USD ($) | Aug. 25, 2015$ / sharesshares | Feb. 18, 2015USD ($)shares | Dec. 22, 2014USD ($) | Dec. 19, 2014shares | May. 31, 2015USD ($) | Jul. 31, 2015ft² | May. 20, 2015$ / sharesshares | May. 05, 2015$ / sharesshares |
Number of patients | ft² | 110 | ||||||||
Shares issued during period to direct offering | 1,797,269 | 3,068,095 | 3,940,801 | ||||||
Proceeds from registered direct offering | $ | $ 15,800,000 | ||||||||
Number of shares closed under underwritten public offering | 2,800,000 | ||||||||
Shares closed under underwritten public offering, per share value | $ / shares | $ 13.91 | $ 19 | |||||||
Proceeds from public offering | $ | $ 25,000,000 | $ 22,300,000 | $ 56,700,000 | ||||||
Over-Allotment Option [Member] | |||||||||
Number of shares closed under underwritten public offering | 420,000 | ||||||||
Shares closed under underwritten public offering, per share value | $ / shares | $ 19 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies and Basis of Presentation (Details Narrative) - USD ($) | 9 Months Ended | |
Jul. 31, 2015 | Oct. 31, 2014 | |
Accounting Policies [Abstract] | ||
Concentration of credit risk | $ 97,000,000 | |
Cash equivalents | $ 92,200,000 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies and Basis of Presentation - Schedule of Common Stock Excluded From Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Number of common stock excluded from diluted net loss per share | 5,197,738 | 5,081,232 |
Warrant [Member] | ||
Number of common stock excluded from diluted net loss per share | 3,263,008 | 4,587,540 |
Stock Options [Member] | ||
Number of common stock excluded from diluted net loss per share | 1,933,154 | 490,338 |
Convertible Debt [Member] | ||
Number of common stock excluded from diluted net loss per share | 1,576 | 3,354 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 14,204 | $ 6,903 | $ 28,352 | $ 20,709 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Jul. 31, 2015 | Oct. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Leasehold Improvements | $ 25,685 | |
Laboratory Equipment | 320,927 | $ 250,456 |
Furniture and Fixtures | 138,415 | 72,554 |
Computer Equipment | 2,977 | 10,717 |
Total Property and Equipment | 488,004 | 333,727 |
Accumulated Depreciation and Amortization | (112,316) | (256,358) |
Net Property and Equipment | $ 375,688 | $ 77,369 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Amortization expense of licensed technology and capitalized patent costs | $ 52,416 | $ 44,818 | $ 151,108 | $ 129,434 |
Minimum [Member] | ||||
Finite lived patents expirations | 2,015 | |||
Maximum [Member] | ||||
Finite lived patents expirations | 2,028 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) | Jul. 31, 2015 | Oct. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
License | $ 651,992 | $ 651,992 |
Patents | 3,637,277 | 3,111,624 |
Total intangibles | 4,289,269 | 3,763,616 |
Accumulated Amortization | (1,146,779) | (995,671) |
Intangible Assets | $ 3,142,490 | $ 2,767,945 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Amortization Expense (Details) | Oct. 31, 2014USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2015 (Remaining) | $ 53,500 |
2,016 | 214,000 |
2,017 | 214,000 |
2,018 | 214,000 |
2,019 | $ 214,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Jul. 31, 2015 | Oct. 31, 2014 |
Payables and Accruals [Abstract] | ||
Salaries and Other Compensation | $ 999,223 | $ 890,069 |
Vendors | 35,014 | $ 121,200 |
Legal | 537,500 | |
Professional Fees | 115,862 | $ 208,000 |
Withholding Taxes Payable | 606,089 | 22,527 |
Accrued Liabilities, Current | $ 2,293,688 | $ 1,241,796 |
Short-Term Convertible Notes 36
Short-Term Convertible Notes & Fair Value of Embedded Derivative (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2015 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | Oct. 31, 2014 | |
Debt Disclosure [Abstract] | ||||||
Short-term convertible notes and fair value of embedded derivative | $ 29,549 | $ 29,549 | $ 62,882 | |||
Conversion price of convertible promissory notes | $ 1.61 | |||||
Value of convertible promissory notes | $ 33,333 | |||||
Number of shares issued upon conversion | 4,104 | |||||
Debt conversion expense | $ 6,599 |
Derivative Instruments (Details
Derivative Instruments (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | Oct. 31, 2014 | Oct. 01, 2014 | |
Warrants outstanding | 3,263,008 | 3,263,008 | 4,158,092 | |||
Fair value of embedded derivative | $ 295,000 | $ 295,000 | $ 32,000 | |||
Income on embedded derivative liability | $ 32,000 | $ 210,000 | $ (254,923) | $ 616,095 | ||
Warrants to purchase of common stock exercised during period | 758,032 | |||||
Cash proceeds | $ 2,329,708 | $ 250 | ||||
Anti-dilution provision warrant | 62,430 | |||||
Anti-dilution warrants expired | 76,983 | |||||
Anti-dilution provisions warrants exercise price | $ 25 | |||||
Anti-dilution provision warrants period | 5 years | |||||
Warrants exercise price | $ 7.20 | $ 7.20 | $ 7.71 | |||
Anti-dilution provisions additional warrants issuable | 2,400 | |||||
Exercise price per share | $ 5.05 | $ 5.05 | 5.42 | |||
Aggregate intrinsic value of outstanding warrants | $ 37,643,000 | $ 37,643,000 | ||||
Maximum [Member] | ||||||
Anti-dilution provisions warrants exercise price | $ 7.20 | |||||
Probability of exercise of additional warrants at exercise price one | 40.00% | |||||
Probability of exercise of additional warrants at exercise price two | 50.00% | |||||
Exercise price per share | $ 18.75 | $ 18.75 | 21.25 | |||
Maximum [Member] | Warrants [Member] | ||||||
Exercise price per share | 18.75 | 18.75 | ||||
Minimum [Member] | ||||||
Anti-dilution provisions warrants exercise price | $ 6 | |||||
Probability of exercise of additional warrants at exercise price one | 60.00% | |||||
Probability of exercise of additional warrants at exercise price two | 50.00% | |||||
Exercise price per share | 5.63 | $ 5.63 | $ 2.76 | |||
Minimum [Member] | Warrants [Member] | ||||||
Exercise price per share | $ 2.76 | $ 2.76 | ||||
Equity Warrants [Member] | ||||||
Warrants outstanding | 3,230,000 | 3,230,000 | 4,100,000 | |||
Liability Warrant [Member] | ||||||
Warrants outstanding | 3,260,000 | 3,260,000 | 4,200,000 | |||
Fair value of embedded derivative | $ 29,000 | $ 29,000 | $ 123,000 | |||
Liability Warrants One [Member] | ||||||
Weighted average anti-dilutive warrants | 60,000 | |||||
Liability Warrants Two [Member] | ||||||
Weighted average anti-dilutive warrants | 29,000 | 29,000 | 123,000 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Warrants Activity (Details) - 9 months ended Jul. 31, 2015 - $ / shares | Total | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Number of Warrants, Outstanding, Beginning balance | 4,158,092 | |
Number of Warrants, Issued | 2,361 | |
Number of Warrants, Exercised | [1] | (758,032) |
Number of Warrants, Expired | (139,413) | |
Number of Warrants, Outstanding, Ending balance | 3,263,008 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 5.42 | |
Weighted-Average Exercise Price, Issued | 7.20 | |
Weighted-Average Exercise Price, Exercised | [1] | 5.10 |
Weighted-Average Exercise Price, Expired | 10.47 | |
Weighted-Average Exercise Price, Outstanding, Ending | $ 5.05 | |
[1] | Includes the cashless exercise of 291,322 warrants that resulted in the issuance of 216,261 shares of common stock. |
Derivative Instruments - Sche39
Derivative Instruments - Schedule of Warrants Activity (Details) (Parenthetical) | 9 Months Ended |
Jul. 31, 2015shares | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Cashless exercise of warrants | 291,322 |
Warrants resulted number of issuance of common stock | 216,261 |
Derivative Instruments - Sche40
Derivative Instruments - Schedule of Fair Value of Warrant Liability (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Jul. 31, 2015 | Oct. 31, 2014 | |
Stock Price | $ 16.66 | $ 3.18 |
Minimum [Member] | ||
Exercise Price | $ 5.63 | $ 2.76 |
Expected term | 92 days | 4 days |
Volatility | 84.24% | 55.41% |
Risk Free Rate | 0.08% | 0.01% |
Maximum [Member] | ||
Exercise Price | $ 18.75 | $ 21.25 |
Expected term | 733 days | 1006 days |
Volatility | 99.38% | 129.38% |
Risk Free Rate | 0.67% | 1.62% |
Share Based Compensation (Detai
Share Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Stock compensation expense | $ 60,795 | $ 150,883 | ||||
Share-based compensation, common stock, shares | 3,130 | 2,346 | ||||
Share-based compensation, shares on net basis after employee payroll taxes | 14,435 | 12,528 | ||||
Unrecognized compensation cost related to nonvested stock option awards | $ 9,055,000 | $ 9,055,000 | ||||
Recognized over a remaining average vesting period | 1 year 4 months 2 days | |||||
Aggregate intrinsic value of outstanding options | 7,661,000 | $ 7,661,000 | ||||
Compensation cost related to outstanding stock options | 6,036,456 | $ 1,739,037 | $ 15,836,492 | $ 4,599,259 | ||
Number of options, granted | 1,618,995 | |||||
Stock Options [Member] | ||||||
Unrecognized compensation cost related to nonvested stock option awards | 21,714,000 | $ 21,714,000 | ||||
Recognized over a remaining average vesting period | 1 year 7 months 13 days | |||||
Aggregate intrinsic value of outstanding options | 2,289,000 | 2,289,000 | ||||
Compensation cost related to outstanding stock options | 1,959,000 | $ 212,000 | $ 6,824,000 | $ 729,000 | ||
Number of options, granted | 1,618,995 | 36,000 | ||||
Fair value of option granted | $ 28,318,000 | $ 145,000 | ||||
Number of shares exercised | 137,667 | |||||
Cash proceeds from stock option exercised | $ 58,400 | |||||
Director [Member] | ||||||
Stock compensation expense | $ 264,552 | $ 967,631 | ||||
Share-based compensation, common stock, shares | 23,955 | 239,850 | ||||
Share-based compensation, shares on net basis after employee payroll taxes | 226,423 | |||||
2013 Base Salary Stock [Member] | ||||||
Issuance of common stock | 34,752 | |||||
Number of stock shares issued during period amount | $ 182,919 | |||||
2014 Cash Bonus Equity [Member] | ||||||
Issuance of common stock | 57,990 | |||||
Number of stock shares issued during period amount | $ 206,125 | |||||
2014 Voluntary Request To Purchase Of Equity [Member] | ||||||
Issuance of common stock | 15,950 | |||||
Number of stock shares issued during period amount | $ 68,750 | |||||
Common Stock [Member] | ||||||
Issuance of common stock | 3,333 | 13,500 | ||||
Number of stock shares issued during period amount | $ 10,000 | $ 54,000 | ||||
Promissory Note One [Member] | ||||||
Issuance of common stock | 21,091 | |||||
Number of stock shares issued during period amount | $ 66,500 | |||||
Daniel J. O' Connor [Member] | ||||||
Issuance of common stock | 146,616 | |||||
Number of stock shares issued during period amount | $ 588,294 | |||||
Sara M. Bonstein [Member] | Stock Bonus Award [Member] | ||||||
Stock compensation expense | $ 2,361,716 | $ 3,633,886 | ||||
Share-based compensation, common stock, shares | 129,154 | 292,832 | ||||
Share-based compensation, shares on net basis after employee payroll taxes | 100,726 | 211,957 | ||||
Percentage of bonus paid | 75.00% | 75.00% | ||||
Dr. Petit [Member] | Stock Bonus Award [Member] | ||||||
Share-based compensation, shares on net basis after employee payroll taxes | 104,461 | |||||
Percentage of bonus paid | 100.00% | 100.00% | ||||
Fair value of equity purchases value | $ 457,125 | |||||
Number of shares for equity purchases | 137,275 | |||||
Non Executive Employees [Member] | Stock Bonus Award [Member] | ||||||
Share-based compensation, shares on net basis after employee payroll taxes | 14,300 | |||||
Fair value of equity purchases value | $ 67,671 | |||||
Number of shares for equity purchases | 20,322 | |||||
Consultants [Member] | ||||||
Stock issued during period for services | 75,628 | 319,278 | ||||
Stock issued during period value for services | $ 1,390,107 | $ 3,768,014 | ||||
2015 Plan [Member] | ||||||
Common stock issued during period | 3,600,000 | |||||
Additional common stock issued during period | 650,000 |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Allocation of Base Salary (Details) - USD ($) | 9 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Annual Amount to be Purchased | $ 15,836,492 | $ 4,599,259 |
Cumulative Net Purchase | 94,788,419 | $ 14,820,105 |
Daniel J. O' Connor [Member] | ||
Annual Amount to be Purchased | 89,064 | |
Cumulative Gross Purchase | $ 67,494 | |
Cumulative shares Gross Purchase | 6,664 | |
Cumulative Net Purchase | $ 61,916 | |
Cumulative shares Net Purchase | 6,329 | |
David J. Mauro [Member] | ||
Annual Amount to be Purchased | $ 16,531 | |
Cumulative Gross Purchase | $ 12,568 | |
Cumulative shares Gross Purchase | 1,257 | |
Cumulative Net Purchase | $ 9,514 | |
Cumulative shares Net Purchase | 980 | |
Gregory T. Mayes [Member] | ||
Annual Amount to be Purchased | $ 23,477 | |
Cumulative Gross Purchase | $ 17,427 | |
Cumulative shares Gross Purchase | 1,679 | |
Cumulative Net Purchase | $ 14,082 | |
Cumulative shares Net Purchase | 1,387 | |
Robert G. Petit [Member] | ||
Annual Amount to be Purchased | $ 25,225 | |
Cumulative Gross Purchase | $ 19,335 | |
Cumulative shares Gross Purchase | 1,942 | |
Cumulative Net Purchase | $ 14,499 | |
Cumulative shares Net Purchase | 1,507 | |
Sara M. Bonstein [Member] | ||
Annual Amount to be Purchased | $ 19,734 | |
Cumulative Gross Purchase | $ 14,665 | |
Cumulative shares Gross Purchase | 1,417 | |
Cumulative Net Purchase | $ 11,695 | |
Cumulative shares Net Purchase | 1,137 |
Share Based Compensation - Summ
Share Based Compensation - Summary of RSU Activity and Related Information (Details) - 9 months ended Jul. 31, 2015 - $ / shares | Total | |
Beginning balance | 467,968 | |
Number of RSUs Granted | 1,618,995 | |
Number of RSUs Vested | [1] | (137,667) |
Number of RSUs Cancelled | (16,142) | |
Ending Balance | 1,933,154 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 15.51 | |
Weighted-Average Exercise Price, Granted | 13.29 | |
Weighted-Average Exercise Price, Exercised | [1] | 12.29 |
Weighted-Average Exercise Price, Expired | 36.42 | |
Weighted-Average Exercise Price, Outstanding, Ending | $ 13.70 | |
Restricted Stock Units (RSUs) [Member] | ||
Beginning balance | 791,879 | |
Number of RSUs Granted | 641,452 | |
Number of RSUs Vested | (326,747) | |
Number of RSUs Cancelled | (3,333) | |
Ending Balance | 10,657,251 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 3.81 | |
Weighted-Average Exercise Price, Granted | 16 | |
Weighted-Average Exercise Price, Exercised | 8.60 | |
Weighted-Average Exercise Price, Expired | 11.76 | |
Weighted-Average Exercise Price, Outstanding, Ending | $ 9.48 | |
[1] | Includes the cashless exercise of 117,667 options that resulted in the issuance of 45,167 shares of common stock. |
Stock Options - Summary of Chan
Stock Options - Summary of Changes in Stock Option Plan (Details) - 9 months ended Jul. 31, 2015 - $ / shares | Total | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Beginning balance | 467,968 | |
Number of Options, Granted | 1,618,995 | |
Number of Options, Exercised | [1] | (137,667) |
Number of Options, Expired | (16,142) | |
Ending Balance | 1,933,154 | |
Number of Options, Vested and Exercisable | 712,957 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 15.51 | |
Weighted-Average Exercise Price, Granted | 13.29 | |
Weighted-Average Exercise Price, Exercised | [1] | 12.29 |
Weighted-Average Exercise Price, Expired | 36.42 | |
Weighted-Average Exercise Price, Outstanding, Ending | 13.70 | |
Weighted-Average Exercise Price, Vested and Exercisable | $ 14.18 | |
[1] | Includes the cashless exercise of 117,667 options that resulted in the issuance of 45,167 shares of common stock. |
Stock Options - Summary of Ch45
Stock Options - Summary of Changes in Stock Option Plan (Details) (Parenthetical) | 9 Months Ended |
Jul. 31, 2015shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Cashless exercise of stock options | 117,667 |
Stock option resulted number of issuance of common stock | 45,167 |
Share Based Compensation - Su46
Share Based Compensation - Summary of BSM (Details) | 9 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Expected Term | 5 years | |
Expected Volatility, Minimum | 108.72% | 151.38% |
Expected Volatility, Maximum | 154.54% | 171.12% |
Expected Dividends | 0.00% | 0.00% |
Risk Free Interest Rate, Minimum | 1.41% | 1.39% |
Risk Free Interest Rate, Maximum | 2.27% | 1.72% |
Minimum [Member] | ||
Expected Term | 5 years | |
Maximum [Member] | ||
Expected Term | 10 years |
Share Based Compensation - Su47
Share Based Compensation - Summary of Share-based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Share-based compensation expense | $ 6,036,456 | $ 1,739,037 | $ 15,836,492 | $ 4,599,259 |
Research and Development Expenses [Member] | ||||
Share-based compensation expense | 2,499,097 | 303,516 | 4,896,922 | 888,457 |
General and Administrative Expenses [Member] | ||||
Share-based compensation expense | $ 3,537,359 | $ 1,435,521 | $ 10,939,570 | $ 3,710,802 |
Commitments and Contingencies48
Commitments and Contingencies (Details Narrative) | Oct. 01, 2014USD ($) | May. 31, 2015USD ($)ft² | Jul. 31, 2015$ / sharesshares |
Security deposit | $ 82,426 | ||
Area of office space | ft² | 20,000 | ||
Lease expire | Nov. 30, 2022 | ||
Lease term | 7 years | ||
Base annual rent | $ 442,000 | ||
Operating leases annual rent, description | The lease requires base annual rent of approximately $442,000 with annual increases in increments between 2% and 4% throughout the remainder of the lease. | ||
Leases renewal term | 5 years | ||
Knoll Capital Management [Member] | August 21, 2015 [Member] | |||
Number of shares complaint alleges of common stock | shares | 1,666,666.67 | ||
Common stock price per share | $ / shares | $ 3 | ||
Numoda Corporation [Member] | |||
Seeking declaratory judgment amount | $ 68,884 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Payments of Operating Leases (Details) | Jul. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2015 (Remaining) | $ 60,000 |
2,016 | 424,927 |
2,017 | 450,451 |
2,018 | 468,947 |
2,019 | 488,153 |
Thereafter | $ 1,625,308 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | Aug. 28, 2015 | May. 05, 2015 | Feb. 18, 2015 | Dec. 22, 2014 | Dec. 19, 2014 | May. 31, 2015 |
Number of shares issued during period for registered direct offering | 3,068,095 | 3,940,801 | ||||
Proceeds from registered direct offering, net of offering expenses | $ 15,800,000 | |||||
Common Stock at public offering | 2,800,000 | |||||
Common stock at public offering price per share | $ 19 | |||||
Gross proceeds from public offering | $ 61,200,000 | |||||
Proceeds from public offering | $ 25,000,000 | $ 22,300,000 | $ 56,700,000 | |||
Over-Allotment Option [Member] | ||||||
Common Stock at public offering | 420,000 | |||||
Common stock at public offering price per share | $ 19 | |||||
Gross proceeds from public offering | $ 56,700,000 | |||||
Registered Direct Offering [Member] | ||||||
Common stock price per share | $ 7.50 | $ 4.25 | ||||
Proceeds from received from offering | $ 23,000,000 | $ 16,700,000 | ||||
Proceeds from registered direct offering, net of offering expenses | $ 22,300,000 | $ 15,800,000 |
Fair Value - Fair Value, Liabil
Fair Value - Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) | Jul. 31, 2015 | Oct. 31, 2014 |
Common stock warrant liability, warrants exercisable | $ 295,183 | $ 32,091 |
Fair Value, Inputs, Level 1 [Member] | ||
Common stock warrant liability, warrants exercisable | ||
Fair Value, Inputs, Level 2 [Member] | ||
Common stock warrant liability, warrants exercisable | ||
Fair Value, Inputs, Level 3 [Member] | ||
Common stock warrant liability, warrants exercisable | $ 295,183 | $ 32,091 |
Fair Value - Fair Value, Liab52
Fair Value - Fair Value, Liabilities Measured on Recurring Basis (Details) (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Jul. 31, 2015 | Oct. 31, 2014 | |
Exercise price per share | $ 5.05 | $ 5.42 |
Warrants exercisable period | May 2015 through August 2017 | November 2014 through August 2017 |
Minimum [Member] | ||
Exercise price per share | $ 5.63 | $ 2.76 |
Maximum [Member] | ||
Exercise price per share | $ 18.75 | $ 21.25 |
Fair Value - Instruments Classi
Fair Value - Instruments Classified in Shareholders' Equity Measured on Recurring Basis, Unobservable Input Reconciliation (Details) | 9 Months Ended |
Jul. 31, 2015USD ($) | |
Fair Value Disclosures [Abstract] | |
Beginning balance | $ 32,091 |
Issuance of additional warrants due to anti-dilution provisions | 8,169 |
Change in fair value | 254,923 |
Ending Balance | $ 295,183 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Sep. 08, 2015 | Aug. 31, 2015 | Aug. 18, 2015 | Aug. 17, 2015 | Aug. 13, 2015 | Aug. 10, 2015 | Jul. 31, 2015 | Jul. 31, 2014 |
Net proceeds of common stock | $ 94,788,419 | $ 14,820,105 | ||||||
Subsequent Event [Member] | ||||||||
Options to purchase of common stock | 50,000 | |||||||
Options to purchase of common stock exercise price | $ 17.22 | |||||||
Shares issued to employee | 2,379 | 1,250 | ||||||
Net proceeds of common stock | $ 25,000,000 | |||||||
Number of shares issued during period to employees | 8,750 | 1,020 | ||||||
Subsequent Event [Member] | Sectoral Asset Management [Member] | ||||||||
Number of shares issued during period | 1,437,815 | |||||||
Common stock price per share | $ 13.91 | |||||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Shares available for grant | 15,240 | |||||||
Subsequent Event [Member] | Knight [Member] | ||||||||
Number of shares issued during period | 359,454 | |||||||
Common stock price per share | $ 13.91 | |||||||
Subsequent Event [Member] | August 13, 2016 [Member] | ||||||||
Options expiration period | 10 years | |||||||
Subsequent Event [Member] | October 31, 2015 [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Shares available for grant | 2,740 | |||||||
Subsequent Event [Member] | October 31, 2016 [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Shares available for grant | 12,500 | |||||||
Percentage of Shares available for grant | 100.00% | |||||||
Subsequent Event [Member] | Governor Ridge [Member] | ||||||||
Common stock issued for services | 636 | |||||||
Common stock issued for services, value | $ 10,952 | |||||||
Subsequent Event [Member] | Accredited Investor [Member] | ||||||||
Common stock issued for services | 58,126 | |||||||
Common stock issued for services, value | $ 921,297 |