Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 01, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | MABVAX THERAPEUTICS HOLDINGS, INC. | ||
Entity Central Index Key | 1,109,196 | ||
Document Type | S1 | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Trading Symbol | MBVX | ||
Entity Public Float | $ 15,865,000 | ||
Entity Common Stock, Shares Outstanding | 6,296,110 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 3,979,290 | $ 4,084,085 |
Grants receivable | 0 | 757,562 |
Prepaid expenses | 281,858 | 419,751 |
Other current assets | 32,830 | 47,586 |
Total current assets | 4,293,978 | 5,308,984 |
Property and equipment, net | 731,712 | 135,486 |
Goodwill | 6,826,003 | 6,826,003 |
Other long term assets | 168,597 | 126,654 |
Total assets | 12,020,290 | 12,397,127 |
Current liabilities: | ||
Accounts payable | 1,137,903 | 3,002,497 |
Accrued compensation | 770,592 | 562,755 |
Accrued clinical operations and site costs | 1,218,641 | 391,041 |
Accrued lease contingency fee | 590,504 | 590,504 |
Other accrued expenses | 315,034 | 411,566 |
Interest payable | 51,295 | 0 |
Current portion of notes payable | 1,589,661 | 0 |
Current portion of capital leases payable | 17,004 | 0 |
Total current liabilities | 5,690,634 | 4,958,363 |
Long-term liabilities: | ||
Long-term portion of notes payable, net | 2,774,627 | 0 |
Long-term portion of capital leases | 68,113 | 0 |
Other long-term liabilities | 144,394 | 0 |
Total long-term liabilities | 2,987,134 | 0 |
Total liabilities | 8,677,768 | 4,958,363 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.01 par value; 150,000,000 shares authorized, 6,296,110 and 3,836,631 shares issued and outstanding as of December 31, 2016 and 2015, respectively | 62,961 | 38,366 |
Additional paid-in capital | 81,533,511 | 67,999,928 |
Accumulated deficit | (78,262,261) | (60,601,778) |
Total stockholders' equity | 3,342,522 | 7,438,764 |
Total liabilities and stockholders' equity | 12,020,290 | 12,397,127 |
Series D Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | 1,325 | 1,915 |
Series E Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | 333 | 333 |
Series F Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | $ 6,653 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock, par value | $ .01 | $ .01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 6,296,110 | 3,836,631 |
Common stock, shares outstanding | 6,296,110 | 3,836,631 |
Series D Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ .01 | $ .01 |
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Convertible preferred stock, shares issued | 132,489 | 191,490 |
Convertible preferred stock, shares outstanding | 132,489 | 191,490 |
Convertible preferred stock, liquidation preference | $ 1,325 | $ 1,915 |
Series E Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ .01 | $ .01 |
Convertible preferred stock, shares authorized | 100,000 | 100,000 |
Convertible preferred stock, shares issued | 33,333 | 33,333 |
Convertible preferred stock, shares outstanding | 33,333 | 33,333 |
Convertible preferred stock, liquidation preference | $ 333 | $ 333 |
Series F Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 1,559,252 | 1,559,252 |
Convertible preferred stock, shares issued | 665,281 | 0 |
Convertible preferred stock, shares outstanding | 665,281 | 0 |
Convertible preferred stock, liquidation preference | $ 6,653 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | ||
Grants | $ 148,054 | $ 1,267,036 |
Total revenues | 148,054 | 1,267,036 |
Operating costs and expenses: | ||
Research and development | 7,800,723 | 9,596,768 |
General and administrative | 9,010,450 | 9,795,163 |
Total operating costs and expenses | 16,811,173 | 19,391,931 |
Loss from operations | (16,663,119) | (18,124,895) |
Interest and other expenses, net of income | (997,364) | (227) |
Change in fair value of warrant liability | 0 | 19,807 |
Net loss | (17,660,483) | (18,105,315) |
Deemed dividend on Series A-1 preferred stock | 0 | (9,017,512) |
Deemed dividend on Series A-1 warrant | 0 | (179,411) |
Deemed dividend on Series B preferred stock | 0 | (8,655,998) |
Accretion of preferred stock dividends | 0 | (93,234) |
Net loss allocable to common stockholders | $ (17,660,483) | $ (36,051,470) |
Basic and diluted net loss per share | $ (3.64) | $ (13.44) |
Shares used to calculate basic and diluted net loss per share | 4,857,753 | 2,681,740 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock, Convertible Preferred Stock and Stockholders’ Equity - USD ($) | MabVax Series B Redeemable Convertible Preferred Stock | Total Redeemable Convertible Preferred Stock | Series A-1 Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series D, E & F Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Total stockholders' equity at Dec. 31, 2014 | $ 1,838,025 | $ 1,838,025 | $ 4,029,576 | $ 966 | $ 0 | $ 3,787 | $ 24,516,692 | $ (24,550,308) | $ 4,000,713 |
Beginning balance (in shares) at Dec. 31, 2014 | 1,250,000 | 1,593,389 | 96,571 | 0 | 378,766 | ||||
Conversion of Series A-1 into common stock on January 10 and February 25, 2015, amount | $ (162,968) | $ 52 | 162,916 | 0 | |||||
Conversion of Series A-1 into common stock on January 10 and February 25, 2015, shares | (64,019) | 5,197 | |||||||
Conversion of Series C into common stock on January 10, 2015, amount | $ (966) | $ 163 | 803 | 0 | |||||
Conversion of Series C into common stock on January 10, 2015, shares | (96,571) | 16,313 | |||||||
Conversion of Series B into common stock between March 3 and March 20, 2015, amount | $ (160,380) | (160,380) | $ 374 | 160,006 | 160,380 | ||||
Conversion of Series B into common stock between March 3 and March 20, 2015, shares | (106,437) | 37,416 | |||||||
Accretion of redemption value for Series A-1 from January 1 to March 25, 2015 | $ 47,749 | (47,749) | 0 | ||||||
Accretion of redemption value for Series B from January 1 to March 25, 2015 | $ 45,485 | 45,485 | (45,485) | (45,485) | |||||
Deemed dividend related to exchange of common stock for Series A-1, Series A-1 Warrants, and Series B on March 25, 2015 | 8,655,998 | 8,655,998 | 9,196,923 | (17,852,921) | (8,655,998) | ||||
Exchange of Series A-1 and Series A-1 Warrants into common and Series D on March 25, 2015, amount | $ (13,111,280) | $ 1,176 | $ 2,991 | 13,107,113 | 0 | ||||
Exchange of Series A-1 and Series A-1 Warrants into common and Series D on March 25, 2015, shares | (1,529,370) | 117,582 | 299,108 | ||||||
Exchange of Series B into Common and Series D on March 25, 2015, amount | $ (10,379,128) | (10,379,128) | $ 1,206 | $ 438 | 10,377,484 | 10,379,128 | |||
Exchange of Series B into Common and Series D on March 25, 2015, shares | (1,143,563) | 120,573 | 43,797 | ||||||
Private Placement Issuance of 900,136 shares at $5.55 per share, net of issuance costs of $281,023 on March 31, 2015, amount | $ 9,001 | 4,705,725 | 4,714,726 | ||||||
Private Placement Issuance of 900,136 shares at $5.55 per share, net of issuance costs of $281,023 on March 31, 2015, shares | 900,135 | ||||||||
Issuance of additional common stock in March 2015 under common stock Purchase Agreement in relation to financing on July 7, 2014, amount | $ 119 | (119) | 0 | ||||||
Issuance of additional common stock in March 2015 under common stock Purchase Agreement in relation to financing on July 7, 2014, shares | 11,904 | ||||||||
Private Placement Issuance of 760,135 shares at $5.55 per share, net of issuance costs of $387,127 on April 10, 2015, amount | $ 7,601 | 3,824,021 | 3,831,622 | ||||||
Private Placement Issuance of 760,135 shares at $5.55 per share, net of issuance costs of $387,127 on April 10, 2015, shares | 760,135 | ||||||||
Private Placement Issuance of 33,333 shares at $75 per share of Series E Preferred Stock on April 10, 2015, amount | $ 333 | 2,499,667 | 2,500,000 | ||||||
Private Placement Issuance of 33,333 shares at $75 per share of Series E Preferred Stock on April 10, 2015, shares | 33,333 | ||||||||
Issuance of restricted common stock in April 2015 for services, amount | $ 2,476 | 1,909,974 | 1,912,450 | ||||||
Issuance of restricted common stock in April 2015 for services, shares | 247,500 | ||||||||
Issuance of restricted common stock to former board member on April 3, 2015 upon termination, amount | $ 27 | 45,973 | 46,000 | ||||||
Issuance of restricted common stock to former board member on April 3, 2015 upon termination, shares | 2,703 | ||||||||
Conversion of Series D Preferred Stock to common stock, amount | $ (467) | $ 6,306 | (5,839) | 0 | |||||
Conversion of Series D Preferred Stock to common stock, shares | (46,665) | 630,608 | |||||||
Stock option exercise, amount | $ 4 | 796 | $ 800 | ||||||
Stock option exercise, shares | 376 | 376 | |||||||
Shares issued in connection with exercise of warrants on a cashless basis, amount | $ 1,648 | (1,648) | $ 0 | ||||||
Shares issued in connection with exercise of warrants on a cashless basis, shares | 164,835 | ||||||||
Elimination of warrant liability in exchange transaction | 72,656 | 72,656 | |||||||
Issuance of shares in registered offering in October 2015, net of issuance costs, amount | $ 3,379 | 2,160,013 | 2,163,392 | ||||||
Issuance of shares in registered offering in October 2015, net of issuance costs, shares | 337,838 | ||||||||
Stock-based compensation | 4,463,695 | 4,463,695 | |||||||
Net loss | (18,105,315) | (18,105,315) | |||||||
Total stockholders' equity at Dec. 31, 2015 | $ 0 | 0 | $ 0 | $ 0 | $ 2,248 | $ 38,366 | 67,999,928 | (60,601,778) | 7,438,764 |
Ending balance (in shares) at Dec. 31, 2015 | 0 | 0 | 0 | 224,824 | 3,836,632 | ||||
Conversion of Series D Preferred Stock to common stock, amount | $ (590) | $ 7,974 | (7,384) | $ 0 | |||||
Conversion of Series D Preferred Stock to common stock, shares | (59,001) | 797,312 | |||||||
Stock option exercise, shares | 0 | ||||||||
Elimination of warrant liability in exchange transaction | $ 0 | ||||||||
Issuance of warrants in connection with note payable transaction on January 15, 2016 | 607,338 | 607,338 | |||||||
Issuance of whole in lieu of fractional shares resulting from reverse split in August 2016, amount | $ 24 | (24) | 0 | ||||||
Issuance of whole in lieu of fractional shares resulting from reverse split in August 2016, shares | 2,426 | ||||||||
Issuance of Series F convertible preferred stock, warrants and common stock in August public offering, net of $871,305 in issuance costs, amount | $ 6,653 | $ 12,970 | 8,547,825 | 8,567,448 | |||||
Issuance of Series F convertible preferred stock, warrants and common stock in August public offering, net of $871,305 in issuance costs, shares | 665,281 | 1,297,038 | |||||||
Issuance of additional common stock related to April 2015 financing, amount | $ 2,555 | (2,555) | 0 | ||||||
Issuance of additional common stock related to April 2015 financing, shares | 255,459 | ||||||||
Stock issued for services, amount | $ 356 | 163,644 | 164,000 | ||||||
Stock issued for services, shares | 35,644 | ||||||||
Stock issued upon vesting of restricted stock units in April, July and August of 2016, net of payroll taxes, shares | 71,600 | ||||||||
Stock-based compensation | 4,403,278 | 4,403,278 | |||||||
Net loss | (17,660,483) | (17,660,483) | |||||||
Total stockholders' equity at Dec. 31, 2016 | $ 0 | $ 0 | $ 0 | $ 0 | $ 8,311 | $ 62,961 | $ 81,533,511 | $ (78,262,261) | $ 3,342,522 |
Ending balance (in shares) at Dec. 31, 2016 | 0 | 0 | 0 | 831,103 | 6,296,110 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | ||
Net loss | $ (17,660,483) | $ (18,105,315) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 96,553 | 21,360 |
Stock-based compensation | 4,403,278 | 4,463,695 |
Change in fair value of warrants | 0 | (19,807) |
Issuance of restricted common stock for services | 164,000 | 1,958,450 |
Amortization and accretion related to notes payable | 413,676 | 0 |
Increase (decrease) in operating assets and liabilities: | ||
Grant receivable | 757,562 | (673,218) |
Other receivables | 0 | 2,275 |
Prepaid expenses and other | 340,187 | (199,377) |
Accounts payable | (1,898,520) | 1,631,305 |
Accrued clinical operations and site costs | 827,600 | (103,069) |
Accrued compensation | 207,837 | 332,374 |
Other accrued expenses | (15,101) | 166,145 |
Net cash used in operating activities | (12,363,411) | (10,525,182) |
Investing activities | ||
Purchases of property and equipment | (563,196) | (78,416) |
Net cash used in investing activities | (563,196) | (78,416) |
Financing activities | ||
Issuances of common stock, net of issuance costs | 0 | 2,500,000 |
Proceeds from exercise of stock options | 0 | 800 |
Principal payments on financed insurance policies | (167,597) | 0 |
Principal payments on capital lease | (10,540) | 0 |
Purchase of vested employee stock in connection with tax withholding obligation | (177,823) | 0 |
Cash receipts from bank loan, net of financing costs | 4,610,324 | 0 |
Proceeds from issuance of preferred stock, common stock and warrants, net of issuance costs | 8,567,448 | 10,709,740 |
Net cash provided by financing activities | 12,821,812 | 13,210,540 |
Net change in cash and cash equivalents | (104,795) | 2,606,942 |
Cash and cash equivalents at beginning of year | 4,084,085 | 1,477,143 |
Cash and cash equivalents at end of year | 3,979,290 | 4,084,085 |
Supplemental disclosure: | ||
Cash paid during the year for income taxes | 24,626 | 1,600 |
Supplemental disclosures of non-cash investing and financing information: | ||
Deemed dividend on beneficial conversion feature for preferred stock | 0 | 17,852,921 |
Capital lease in connection with purchase of equipment | 95,657 | 0 |
Fair value of warrants issued | 607,338 | 0 |
Accretion of redemption value for Series A-1 and B preferred stock | 0 | 93,234 |
Conversion of Series B redeemable preferred stock into common stock | 0 | 160,380 |
Conversion of Series D preferred stock to common stock | 7,974 | 6,306 |
Conversion of Series A-1 preferred stock into common stock | 0 | 162,968 |
Exchange of Series A-1 preferred stock and warrants to common stock and Series D convertible preferred stock | 0 | 13,111,280 |
Exchange of Series B preferred stock and warrants to common stock and Series D convertible preferred stock | 0 | 10,451,784 |
Warrants exercised to purchase common stock on a cashless basis | 0 | 12,198 |
Elimination of warrant liability in exchange transaction | 0 | 72,656 |
Financing transaction not yet paid | 0 | 36,570 |
Conversion of Series C preferred stock to common stock | 0 | 966 |
Property and equipment accrued in accounts payable | $ 33,934 | $ 21,376 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of Operations and Basis of Presentation | MabVax Therapeutics Holdings, Inc. (f.k.a. Telik, Inc. and referred to herein as “MabVax Therapeutics Holdings” or the “Company”) (NASDAQ: MBVX) was incorporated in the state of Delaware on October 20, 1988. On July 8, 2014, Tacoma Acquisition Corp., a Delaware corporation and wholly owned subsidiary of MabVax Therapeutics Holdings (“Tacoma Corp.”) merged with MabVax Therapeutics, Inc., a Delaware corporation (“MabVax Therapeutics”) pursuant to an Agreement and Plan of Merger, dated May 12, 2014, by and among MabVax Therapeutics Holdings, Tacoma Corp. and MabVax Therapeutics, as amended by that certain Amendment No. 1 to the Merger Agreement, dated June 30, 2014, by and among the parties thereto and by that certain Amendment No. 2 to the Merger Agreement, dated July 7, 2014, by and among the parties thereto (such agreement as amended, the “Merger Agreement”; such Merger, the “Merger”). Unless the context otherwise requires, references to “we,” “our,” “us,” or the “Company” in this Annual Report mean MabVax Therapeutics Holdings, Inc. on a consolidated financial statement basis with our wholly owned subsidiary following the Merger, MabVax Therapeutics, as applicable. On October 9, 2014, the Financial Industry Regulatory Authority (FINRA) approved the Company’s stock symbol change request and the Company began trading on the OTCQB under the symbol MBVX on October 10, 2014. On August 17, 2016, our common stock began trading on The NASDAQ Capital Market under the symbol “MBVX.” On August 16, 2016, we filed a certificate of amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to effectuate a reverse stock split of our issued and outstanding common stock on a 1 for 7.4 basis, effective on August 16, 2016 (the “Reverse Stock Split”). The Reverse Stock Split was effective with FINRA and the Company’s common stock began trading on The NASDAQ Capital Market at the open of business on August 17, 2016. All share and per share amounts, and number of shares of common stock into which each share of preferred stock will convert, in the financial statements and notes hereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. The Company is a clinical stage biopharmaceutical company engaged in the discovery, development and commercialization of proprietary human monoclonal antibody products and vaccines for the treatment of a variety of cancers. The Company has discovered a pipeline of human monoclonal antibody products based on the protective immune responses generated by patients who have been immunized against targeted cancers. Therapeutic vaccines under development were discovered at Memorial Sloan Kettering Cancer Center (“MSK”) and are exclusively licensed to MabVax Therapeutics. The Company operates in only one business segment. The Company has incurred net losses since inception and expects to incur substantial losses for the foreseeable future as it continues its research and development activities. To date, the Company has funded operations primarily through government grants, the sale of preferred stock and equity securities, debt financing, non-equity payments from collaborators and interest income. The process of developing products will require significant additional research and development, preclinical testing and clinical trials, as well as regulatory approvals. The Company expects these activities, together with general and administrative expenses, to result in substantial operating losses for the foreseeable future. The Company will not receive substantial revenue unless the Company or its collaborative partners complete clinical trials, obtain regulatory approvals and successfully commercialize one or more products; or the Company licenses its technology after achieving one or more milestones of interest to a potential partner. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had a net loss of $17,660,483, net cash used in operating activities of $12,363,411 and net cash used in investing activities of $563,196 for the year ended December 31, 2016. As of December 31, 2016, the Company had $3,979,290 in cash and cash equivalents and an accumulated deficit of $78,262,261. On January 15, 2016, the Company and Oxford Finance LLC, as collateral agent and lender, entered into a loan and security agreement (the “Loan Agreement”) providing for senior secured term loans to the Company in an aggregate principal amount of up to $10,000,000, subject to the terms and conditions set forth in the Loan Agreement (the “January 2016 Term Loan”). On January 15, 2016, the Company received an initial loan of $5,000,000 under the Loan Agreement, before fees and issuance costs of approximately $390,000. On August 22, 2016, we closed a public offering of 1,297,038 shares of common stock and 665,281 shares of Series F Preferred Stock, and warrants to purchase 1,962,319 shares of common stock at $5.55 per share and warrants to purchase 1,962,319 shares of common stock at $6.29 per share, at an offering price of $4.81 per share (the “August 2016 Public Offering”). For every one share of common stock or Series F Preferred Stock sold, we issued one warrant to purchase one share of common stock at $5.55 per share and one warrant to purchase one share of common stock at $6.29 per share. We received $9,438,753 in gross proceeds, before underwriting discounts and commissions and offering expenses totaling $871,305. The gross proceeds include the underwriters’ over-allotment option, which they exercised on the closing date. We anticipate that the Company will continue to incur net losses into the foreseeable future as we: (i) continue our Phase I clinical trial for our standalone therapeutic HuMab 5b-1, designated as MVT-5873 that was initiated in the first quarter of 2016; (ii) continue our Positron Emission Tomography (“PET”) imaging agent 89Zr-HuMab-5B1, designated as MVT-2163 that was initiated in July 2016; (iii) initiate our clinical trial for the development of our HuMab-based radioimmunotherapy product, designated as MVT-1075; (iv) continue preclinical work on several other programs; and (iv) continue operations as a public company. Management believes that the Company has sufficient funds to meet its obligations through April 2017. These conditions give rise to substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. We plan to continue to fund the Company’s losses from operations and capital funding needs through equity or debt financings, strategic collaborations, licensing arrangements, government grants or other arrangements. However, we cannot be sure that such additional funds will be available on reasonable terms, or at all. If we are unable to secure adequate additional funding, we may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, and/or suspend or curtail planned programs. In addition, if the Company does not meet its payment obligations to third parties as they come due, it may be subject to litigation claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management. Any of these actions could materially harm the Company’s business, results of operations, and future prospects. If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Basis of Presentation The accompanying consolidated financial statements reflect all of our activities, including those of our wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. Cash and Cash Equivalents We consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. As of December 31, 2016, cash and cash equivalents exceeded federally insured limits by approximately $3.7 million. The Company has not experienced any losses on such accounts. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, grants receivable, other receivable, accounts payable, all of which are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. Grants Receivable Grants receivable at December 31, 2015 represented amounts due under the NIH Imaging Contract Phase II with the National Cancer Institute (the “NCI”), a division of the National Institutes of Health, or NIH (collectively, the “NIH Grants”). The Company considers the grants receivable to be fully collectible; accordingly, no allowance for doubtful accounts has been established. Grants receivable balances may include unbilled amounts for which work was completed by the Company as of the balance sheet date. If amounts become uncollectible, they are charged to operations. There were no grant receivable amounts outstanding as of December 31, 2016. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally three to seven years. Leasehold improvements are amortized over the lesser of the life of the lease or the life of the asset. Impairment of Long-lived Assets We evaluate the Company’s long-lived assets with definite lives, such as property and equipment, for impairment. We record impairment losses on long-lived assets used for operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying value of the assets. There have not been any impairment losses of long-lived assets for the years ended December 31, 2016 and 2015. Impairment of Goodwill The Company applies the GAAP principles related to Intangibles – Goodwill and Other Revenue Recognition Revenue from grants is based upon internal and subcontractor costs incurred that are specifically covered by the grant, including a facilities and administrative rate that provides funding for overhead expenses. NIH Grants are recognized when the Company incurs internal expenses that are specifically related to each grant, in clinical trials at the clinical trial sites, by subcontractors who manage the clinical trials, and provided the grant has been approved for payment. The Company records revenue associated with the NIH Grants as the related costs and expenses are incurred. Any amounts received by the Company pursuant to the NIH Grants prior to satisfying the Company’s revenue recognition criteria are recorded as deferred revenue. Research and Development Costs Research and development expenses, which consist primarily of salaries and other personnel costs, clinical trial costs and preclinical study fees, manufacturing costs for non-commercial products, and the development of earlier-stage programs and technologies, are expensed as incurred when these expenditures have no alternative future uses. A significant portion of the development activities are outsourced to third parties, including contract research organizations. In such cases, the Company may be required to estimate related service fees incurred. Stock-based Compensation The Company’s stock-based compensation programs include grants of common stock and stock options to employees, non-employee directors and non-employee consultants. Stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant). The Company accounts for equity instruments, including common stock and stock options, issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value determined using the Black-Scholes-Merton option-pricing model. The fair value of options granted to non-employees is re-measured as they vest, and the resulting increase in value, if any, is recognized as expense during the period the related services are rendered. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to basis differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2016 and 2015, all deferred tax assets were fully offset by a valuation allowance. The Company accrues interest and penalties, if any, on underpayment of income taxes related to unrecognized tax benefits as a component of income tax expense in its consolidated statements of operations. Fair Value Measurements Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified balance sheet. The new standard simplifies the presentation of deferred tax assets and liabilities and requires that deferred tax assets and liabilities be classified as noncurrent in a classified balance sheet. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, with early adoption permitted. This ASU affected our disclosures relating to deferred tax assets and liabilities. The Company has applied this guidance prospectively and it did not have a material impact on the consolidated balance sheets. In February 2016, the FASB issued ASU 2016-2,"Leases (Topic 842)." This update will increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged, and it simplified the accounting for sale and leaseback transactions. Lessees will no longer be provided with a source of off-balance sheet financing. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently in the process of assessing what impact this new standard may have on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update includes multiple provisions intended to simplify various aspects of the accounting for share-based payment transactions including accounting for excess tax benefits and tax deficiencies, classification of excess tax benefits in the statement of cash flows and accounting for award forfeitures. This update is effective for annual and interim reporting periods of public entities beginning after December 15, 2016, with early adoption permitted. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15 (“ASU 2016-15”), “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” The standard provides guidance on eight (8) cash flow issues: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon bonds; (3) contingent consideration payments after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15 (“ASU 2014-15”), “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This standard provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU No. 2014-15 is effective for fiscal years ending after December 15, 2016 and for interim and annual periods therein with early adoption permitted. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment consisted of the following as of December 31, 2016 and 2015: December 31, 2016 2015 Furniture and fixtures $ 51,909 $ 8,979 Office equipment 52,547 52,547 Lab equipment 894,942 400,301 Capital lease equipment 95,657 — Leasehold improvement 59,555 — 1,154,610 461,827 Less accumulated depreciation and amortization (422,898 ) (326,341 ) Totals $ 731,712 $ 135,486 Depreciation expense for the years ended December 31, 2016 and 2015 was $96,553 and $21,360, respectively. |
Reverse Stock Split
Reverse Stock Split | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Reverse Stock Split | On August 16, 2016, we filed a certificate of amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to effectuate a reverse stock split of our issued and outstanding common stock on a 1 for 7.4 basis, effective on August 16, 2016 (the “Reverse Stock Split”). The Reverse Stock Split was effective with FINRA and the Company’s common stock began trading on The NASDAQ Capital Market at the open of business on August 17, 2016. All share and per share amounts, and number of shares of common stock into which each share of preferred stock will convert, in the financial statements and notes hereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. |
Notes Payable, Net
Notes Payable, Net | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable | |
Notes Payable, Net | On January 15, 2016, we entered into a loan and security agreement with Oxford Finance LLC pursuant to which we had the option to borrow $10,000,000 in two equal tranches of $5,000,000 each (the “Loan Agreement”). The first tranche of $5,000,000 was funded at close on January 15, 2016 (the “Term A Loan”). The option to fund the second tranche of $5,000,000 (the “Term B Loan”) was upon the Company achieving positive interim data on the Phase 1 HuMab-5B1 antibody trial in pancreatic cancer and successfully uplisting to either the NASDAQ Capital Market or NYSE MKT on or before September 30, 2016. The option for the Term B Loan expired on September 30, 2016. The Company is not pursuing completion of any additional debt financing with Oxford Finance LLC at the present time. The interest rate for the Term A Loan is set on a monthly basis at a rate equal to the greater of: the index rate plus 11.29%, where the index rate is the 30-day LIBOR rate; or 11.5%. Interest is due on the first day of each month, in arrears, calculated based on a 360-day year. The loan is interest only for the first year after funding, and the principal amount of the loan is amortized in equal principal payments, plus period interest, over the next 36 months. A facility fee of 1.0% or $100,000 was due at closing of the transaction, and was incurred and paid by the Company on January 15, 2016. The Company is obligated to pay a $150,000 final payment upon completion of the term of the loan, and this amount is being accreted using the effective interest rate method over the term of the loan. The amount being accreted is included in the long-term portion of notes payable, net, on the balance sheet Each of the term loans can be prepaid subject to a graduated prepayment fee, depending on the timing of the prepayment. Concurrent with the closing of the transaction, the Company issued 225,226 common stock purchase warrants to Oxford Finance LLC with an exercise price of $5.55 per share. The warrants are exercisable for five years and may be exercised on a cashless basis, and expire on January 15, 2021. The Company recorded $607,338 for the fair value of the warrants as a debt discount within notes payable and an increase to additional paid-in capital on the Company’s balance sheet. We used the Black-Scholes-Merton valuation method to calculate the value of the warrants. The debt discount is being amortized as interest expense over the term of the loan using the effective interest method. We granted Oxford Finance LLC a perfected first priority lien on all of the Company’s assets with a negative pledge on intellectual property. The Company paid Oxford Finance LLC a good faith deposit of $50,000, which was applied towards the facility fee at closing. The Company agreed to pay all costs, fees and expenses incurred by Oxford Finance LLC in the initiation and administration of the facilities including the cost of loan documentation. At the initial funding, the Company received net proceeds of approximately $4,610,000 after fees and expenses. These fees and expenses are being accounted for as a debt discount and classified within notes payable on the Company’s consolidated balance sheet as a direct deduction from the carrying amount of the notes payable, consistent with debt discounts. Debt discounts, issuance costs and the final payment are being amortized or accreted as interest expense over the term of the loan using the effective interest method. The Loan Agreement also contains customary indemnification obligations and customary events of default, including, among other things, our failure to fulfill certain of the Company's obligations under the Loan Agreement, the occurrence of a material adverse change, which is defined as a material adverse change in the Company's business, operations, or condition (financial or otherwise), a material impairment of the prospect of repayment of any portion of the loan, or a material impairment in the perfection or priority of the Lenders’ lien in the collateral or in the value of such collateral. In the event of default by the Company under the Loan Agreement, the Lenders would be entitled to exercise their remedies thereunder, including the right to accelerate payment of the debt, upon which we may be required to repay all amounts then outstanding under the Loan Agreement, which could harm the Company's financial condition. The Company was in compliance with all applicable covenants set forth in the Loan Agreement as of December 31, 2016. The Company recorded interest expense related to the term loan of $997,389 for the year ended December 31, 2016. The annual effective interest rate on the note payable, including the amortization of the debt discounts and accretion of the final payment, but excluding the warrant amortization, is approximately 12.4%. As of December 31, 2016, the Company has one insurance premium note outstanding with a balance totaling $61,883, which matures in April 2017. This note bears interest at a rate of 4.5% per annum, and the monthly payments are $20,783. Future principal payments under the Loan Agreement and insurance premium note as of December 31, 2016 are as follows: Years ending December 31: 2017 $ 1,589,661 2018 1,666,667 2019 1,666,667 2020 138,889 Notes payable, balance as of December 31, 2016 5,061,884 Unamortized discount on notes payable (697,596 ) Notes payable, net, balance as of December 31, 2016 4,364,288 Current portion of notes payable, net (1,589,661 ) Long-term portion of notes payable, net $ 2,774,627 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock, Convertible Preferred Stock, Common Stock and Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock, Convertible Preferred Stock, Common Stock and Warrants | MabVax Therapeutics Holdings Series B Redeemable Convertible Preferred Stock and Warrants (Pre-Merger MabVax Therapeutics Issuances) On May 12, 2014, MabVax Therapeutics Holdings entered into a securities purchase agreement with certain purchasers pursuant to which MabVax Therapeutics Holdings agreed to issue and sell, subject to customary closing conditions, an aggregate of 1,250,000 shares of MabVax Therapeutics Series B Preferred Stock and warrants (the “Series B Common Warrants”) to purchase up to an additional 10,557 shares of MabVax Therapeutics Holdings common stock, with an aggregate purchase price of $2,500,000, or $2.00 for each share of our Series B Preferred Stock and related Series B Common Warrants. As a result of the Series B Common Warrants’ anti-dilution provision, the Series B Common Warrants were recorded as a current liability in the amount of $92,463 on our consolidated balance sheet as of December 31, 2014. On March 25, 2015, the Series B Common Warrants were re-valued at $72,656 prior to being exchanged into shares of common stock and Series D Preferred Stock and the warrant liability was eliminated and the Company recorded a gain of $19,807 for the year ended December 31, 2015. The changes in the value of the warrant liability during the year ended December 31, 2015 were as follows: Fair value – beginning of year $ 92,463 Change in fair value (19,807 ) Cancellation of warrants (72,656 ) Fair value – end of year $ — At December 31, 2016 and 2015, there were no financial instruments requiring fair value measurement. Dividends on Preferred Stock The Company immediately recognizes the changes in the redemption value on preferred stock as they occur and the carrying value of the security is adjusted to equal what the redemption amount would be as if redemption were to occur at the end of the reporting period based on the conditions that exist as of that date. The value adjustment made to the redemption value and preferred stock dividends on the Series A-1 Preferred Stock and Series B Preferred Stock for the year ended December 31, 2016 and 2015, was an increase of none and $93,234, respectively. Since the Company’s inception, no dividends were ever declared or paid by the Company’s Board of Directors on either of the Company’s Series A Preferred Stock or Series B Preferred Stock. Conversion of Preferred Stock into Common Stock During quarter ended March 31, 2015, holders of Series A-1 Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock converted 64,019, 106,437, and 96,571 shares into 5,197, 37,417, and 16,313 shares of common stock, respectively; such conversions eliminated all outstanding Series A-1 Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock outstanding. Exchange of Series A-1 Preferred Stock and Series B Preferred Stock and Warrants into Common Stock and Series D Preferred Stock On March 25, 2015, the Company entered into separate exchange agreements with certain holders of the Company’s Series A-1 Preferred Stock and Merger warrants (the “Series A-1 Exchange Securities”) and holders of the Company’s Series B Preferred Stock and Series B warrants (the “Series B Exchange Securities” and, collectively with the Series A-1 Exchange Securities, the “Exchange Securities”), all previously issued by the Company. Pursuant to the exchange agreements, the holders exchanged the Exchange Securities and relinquished any and all other rights they may have had pursuant to the Exchange Securities, their respective governing agreements and certificates of designation, including any related registration rights, in exchange for an aggregate of 342,906 shares of the Company’s common stock and an aggregate of 238,156 shares of the Company’s newly designated Series D Preferred Stock , convertible into 3,218,325 shares of common stock. No cash was exchanged in the transaction. The Company recorded deemed dividends of $9,017,512, $8,655,998 and $179,411 representing the excess fair value of the common stock issued over the original conversion terms of the Series A-1 Preferred Stock and B Preferred Stock as part of the consideration for elimination of the Series A-1 Preferred Stock, Series B Preferred Stock and Series A-1 warrant, respectively. As of March 25, 2015, pursuant to the terms of the exchange agreements, the Series A-1 Purchase Agreement, dated February 12, 2014; the Series A-1 Registration Rights Agreement, dated February 12, 2014; the Series B Purchase Agreement, dated May 12, 2014; and the Series B Registration Rights Agreement, dated May 12, 2014; all of which have been described as part of the Company’s annual report on Form 10-K, were terminated, and all rights covenants, agreements and obligations contained therein, are of no further force or effect. No commission or other payment was received by the Company in connection with the exchange agreements. Series D Preferred Stock As of December 31, 2016, there were 132,489 shares of Series D Preferred Stock issued and outstanding that are convertible into an aggregate of 1,790,392 shares of common stock, as compared to 191,490 that were convertible into 2,587,703 shares of common stock as of December 31, 2015. As contemplated by the exchange agreements and as approved by the Company’s Board of Directors, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Series D Certificate of Designations”), on March 25, 2015. Pursuant to the Series D Certificate of Designations, the Company designated 1,000,000 shares of its blank check preferred stock as Series D Preferred Stock. Each share of Series D Preferred Stock has a stated value of $0.01 per share. In the event of a liquidation, dissolution or winding up of the Company, each share of Series D Preferred Stock will be entitled to a per share preferential payment equal to the par value. Each share of Series D Preferred Stock is convertible into 13.5135 shares of common stock. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Company is prohibited from effecting the conversion of the Series D Preferred Stock to the extent that, as a result of such conversion, the holder beneficially would own more than 4.99% (provided that certain investors elected to block their beneficial ownership initially at 2.49% in the exchange agreements), in the aggregate, of the issued and outstanding shares of the Company’s common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series D Preferred Stock. Each share of Series D Preferred Stock entitles the holder to vote on all matters voted on by holders of common stock. With respect to any such vote, each share of Series D Preferred Stock entitles the holder to cast such number of votes equal to the number of shares of common stock such shares of Series D Preferred Stock are convertible into at such time, but not in excess of the beneficial ownership limitations. Series E Preferred Stock As of December 31, 2016 and December 31, 2015, there were 33,333 shares of Series E Preferred Stock issued and outstanding, convertible into 519,751 and 450,446 shares of common stock, respectively. On March 30, 2015, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (the “Series E Certificate of Designations”) to designate 100,000 shares of its blank check preferred stock as Series E Preferred Stock. The shares of Series E Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of such preferred share, plus all accrued and unpaid dividends, if any, on such share of Series E Preferred Stock, as of such date of determination, divided by the conversion price. The stated value of each share of Series E Preferred Stock is $75 and the initial conversion price is $5.55 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. In addition, during the period proscribed for in the Series E Certificate of Designations, in the event the Company issues or sells, or is deemed to issue or sell, shares of common stock at a per share price that is less than the conversion price then in effect, the conversion price shall be reduced to such lower price, subject to certain exceptions. The Company is prohibited from effecting a conversion of the share of Series E Preferred Stock to the extent that, as a result of such conversion, such holder would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series E Preferred Stock, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Each holder is entitled to vote on all matters submitted to stockholders of the Company, and shall have the number of votes equal to the number of shares of common stock issuable upon conversion of such holder’s share of Series E Preferred Stock, but not in excess of beneficial ownership limitations. The shares of Series E Preferred Stock bear no interest. On August 22, 2016, when the Company closed on the August 2016 Public Offering, the current Series E Preferred Stock conversion price of $5.55 per share was reduced to $4.81 per share under the terms of the Series E Certificate of Designations, resulting in an increase in the number of shares of common stock to 519,751 that the Series E Preferred Stock may be converted into. In the event of a liquidation, dissolution or winding up of the Company, each share of Series E preferred stock will be entitled to a per share preferential payment equal to the stated value. There is no further adjustment required by the Series E Certificate of Designations in the event of an offering of shares below $4.81 per share by the Company. Series F Preferred Stock As of December 31, 2016 and December 31, 2015, there were 665,281 and 0 shares of Series F Preferred Stock issued and outstanding, convertible into 665,281 and 0 shares of common stock, respectively. In the event of a liquidation, dissolution or winding up of the Company, each share of Series F Preferred Stock will be entitled to a per share preferential payment equal to the par value. On August 16, 2016, we filed a Certificate of Designations, Preferences and Rights of the 0% Series F Convertible Preferred Stock with the Delaware Secretary of State, designating 1,559,252 shares of preferred stock as 0% Series F Preferred Stock. The shares of Series F Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of such Series F Preferred Stock, plus all accrued and unpaid dividends, if any, on such Series F Preferred Stock, as of such date of determination, divided by the conversion price. The stated value of each share of Series F Preferred Stock is $4.81 and the initial conversion price is $4.81 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. In the event of a liquidation, dissolution or winding up of the Company, each share of Series F Preferred Stock will be entitled to a per share preferential payment equal to the par value. All shares of the Company’s capital stock will be junior in rank to Series F Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company, except for the Company’s Series D Preferred Stock and Series E Preferred Stock. The holders of Series F Preferred Stock will be entitled to receive dividends if and when declared by our board of directors. The Series F Preferred Stock shall participate on an “as converted” basis, with all dividends declared on the Company’s common stock. In addition, if we grant, issue or sell any rights to purchase our securities pro rata to all our record holders of our common stock, each holder will be entitled to acquire such securities applicable to the granted purchase rights as if the holder had held the number of shares of common stock acquirable upon complete conversion of all Series F Preferred Stock then held. We are prohibited from effecting a conversion of the Series F Preferred Stock to the extent that, as a result of such conversion, the holder would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series F Preferred Stock, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Each holder is entitled to vote on all matters submitted to stockholders of the Company, and shall have the number of votes equal to the number of shares of common stock issuable upon conversion of such holder’s Series F Preferred Stock, but not in excess of the beneficial ownership limitations. April 2015 Private Placement On March 31, 2015, the Company consummated the first closing of a private offering (the “April 2015 Private Placement”) and sold $4,714,726 worth of units (the “Unit(s)”), net of $281,023 in issuance costs. The Units consisted of 900,136 shares of common stock and warrants to purchase 450,068 shares of common stock with an exercise price of $11.10 per share. The Units were sold at a price of $5.55 per Unit. On April 10, 2015, the Company consummated the second and final closing of the April 2015 Private Placement and sold $3,831,622 worth of Units, net of $387,127 in issuance costs, of which $2,500,000 of the Units consisted of Series E Preferred Stock and the balance of it consisting of 760,135 shares of common stock, together with warrants to all investors to purchase 605,293 shares of common stock at $11.10 per share. Each Unit was sold at a purchase price of $5.55 per Unit. The Company paid commissions to broker-dealers in the aggregate amount of approximately $574,000 in the April 2015 Private Placement. OPKO Health, Inc., or OPKO, was the lead investor in the April 2015 Private Placement, purchasing $2,500,000 worth of Units consisting of Series E Preferred Stock. As a condition to OPKO’s and Frost Gama Investment Trust’s, or FGIT’s, participation in the April 2015 Private Placement, each of the other investors in the April 2015 Private Placement agreed to execute lockup agreements restricting the sale of 50% of the securities underlying the Units purchased by them for a period of six months and the remaining 50% prior to the expiration of one year following the final closing date of the April 2015 Private Placement. On April 10, 2015, the Company agreed that $3.5 million of the net proceeds of such closing would be paid into and held under the terms of an escrow agreement with Signature Bank, N.A. pending the approval of a representative of OPKO or 10 weeks thereafter, unless released sooner or extended by the Company and OPKO. On June 22, 2015, the Company and OPKO extended the termination date of the escrow to 16 weeks from the final closing of the April 2015 Private Placement. In connection with the OPKO investment, Steven Rubin, Esq. was appointed advisor to the Company. The escrowed funds were to be returned to the applicable investors and the Company shall have no further obligation to issue Units to such investors in the event certain release conditions are not met. On June 30, 2015, the Company and OPKO entered into a letter agreement pursuant to which the Company granted the representative the right, but not the obligation, until June 30, 2016, to nominate and appoint up to two additional members of the Company’s Board of Directors, or to approve the person(s) nominated by the Company pursuant to the agreement in consideration for the release of the escrowed funds. The nominees will be subject to the satisfaction of standard corporate governance practices and any applicable national securities exchange requirements. Upon signing the agreement, the escrowed funds were released to the Company. The warrants are exercisable upon issuance and expire October 10, 2017, and may be exercised for cash or on a cashless basis. The warrants have a per share exercise price of $11.10, subject to certain adjustments including stock splits, dividends and reverse-splits. The Company is prohibited from effecting the exercise of the warrants to the extent that, as a result of such exercise, the holder beneficially would own more than 4.99% in the aggregate, of the issued and outstanding shares of the Company’s common stock calculated immediately after giving effect to the issuance of shares of common stock upon the exercise of the warrants. In connection with the April 2015 Private Placement, the Company also entered into registration rights agreements (the “Registration Rights Agreements”) with the investors in the April 2015 Private Placement pursuant to which the Company agreed to file a registration statement with the SEC covering the resale of 25% of common stock issued pursuant to the subscription agreements including 25% of the common stock issuable upon conversion of the Series E Preferred Stock, in the event the investors elect to receive Series E Preferred Stock instead of common stock (together, the “Registrable Securities”), no later than 60 days following the final closing date of the April 2015 Private Placement, and to use its commercially reasonable best efforts to have such registration statement declared effective within 120 days after filing. Investors in the April 2015 Private Placement also may be required under certain circumstances to agree to refrain from selling securities underlying the purchased Units. The liquidated damages for failure to achieve effectiveness of the Registerable Securities is 1% per month beginning 120 days after filing, and provided management has not used commercially reasonable best efforts to have the registration statement declared effective within that time frame. On June 9, 2015, the Company and investors holding over 60% of the outstanding Registrable Securities entered into an amendment agreement to the Registration Rights Agreements in order to extend the filing date of the registration statement to waive any payments that may be due to the investors as a result of the Company not filing a registration statement on or before the original filing date. On August 4, 2015, the Company and investors holding over 70% of the outstanding Registrable Securities entered into a second amendment agreement to further extend the filing date to October 9, 2015. On October 12, 2015, the Company and investors holding over 60% of the outstanding Registerable Securities entered into a third amendment agreement to the Registration Rights Agreements to suspend the Company’s registration obligations under the Registration Rights Agreements and related subscription agreements during any period when the “standstill” provision set forth in the subscription agreements is in effect. On January 28, 2016, the Company filed a Registration Statement on Form S-1, registering 527,680 shares of common stock for resale, including 112,613 shares of common stock, which are issuable upon conversion of the Company’s Series E Preferred Stock issued in the April 2015 Private Placement. Except for certain issuances, for a period beginning on the closing date of the April 2015 Private Placement and ending on the date that is the earlier of (i) 24 months from the final closing date of the April 2015 Private Placement, (ii) the date the Company consummates a financing (excluding proceeds from the April 2015 Private Placement) in which the Company receives gross proceeds of at least $10,000,000 and (iii) the date the common stock is listed for trading on a national securities exchange (such period until the earlier date, the “Price Protection Period”), in the event that the Company issues any shares of common stock or securities convertible into common stock at a price per share or conversion price or exercise price per share that is less than $5.55, the Company shall issue to the investors in the April 2015 Private Placement such additional number of shares of common stock such that the investor shall own an aggregate total number of shares of common stock as if they had purchased the Units at the price of the lower price issuance. No adjustment in the warrants is required in connection with a lower price issuance. Effective with the Company’s entry into an agreement with the underwriter for the Company’s August 2016 Public Offering, which closed on August 22, 2016, the Company issued 255,459 shares of common stock to the holders of record of the shares purchased in the Company’s April 2015 Private Placement under the Price Protection Period, representing the shares the investors would have received had they purchased their shares at $4.81 per share, instead of $5.55 per share. Effective August 17, 2016, the date of listing of the Company’s stock on the Nasdaq Capital Market, the Price Protection Period came to an end. The Company has also granted each investor a right of participation in the Company’s financings for a period of 24 months. Between April 13, 2015, and April 14, 2015, certain holders of warrants issued in the April 2015 Private Placement to purchase an aggregate of 250,000 shares of common stock exercised such warrants on a cashless basis for an aggregate issuance of 164,835 shares of common stock. As of December 31, 2016, there were 805,361 warrants outstanding from the April 2015 Private Placement to purchase common stock at $11.10 per share. October 2015 Public Offering On October 5, 2015, the Company closed a public offering of 337,838 shares of common stock and warrants to purchase 168,919 shares of common stock, at an offering price of $8.14 per share. For every two shares of common stock sold, the Company issued one warrant to purchase one share of common stock. The Company received $2,750,000 in gross proceeds, before underwriting discounts and commissions and offering expenses totaling approximately $586,608, and without giving effect to any exercise of the underwriters’ over-allotment option. The Company used the net proceeds from this offering to fund the HuMab-5B1 human antibody program preclinical development and for working capital and general corporate purposes. The shares and warrants were separately issued and sold in equal proportions. The warrants are immediately exercisable, expire September 30, 2018, and have an exercise price of $9.77 per share. The warrants are not listed on any securities exchange or other trading market. As of December 31, 2016, there were warrants to purchase 168,919 shares of common stock outstanding. The Company granted the underwriters a 30-day option to purchase up to an additional 50,676 shares of common stock and up to an additional 25,338 warrants at the same price to cover over-allotments, if any. Under the terms of the underwriting agreement entered into between the Company and the underwriter in the public offering, the Company, without the prior written consent of the underwriter, was prohibited, for a period of 90 days after execution of the underwriting agreement, from issuing any equity securities, subject to certain exceptions. August 2016 Public Offering On August 22, 2016, we closed a public offering of 1,297,038 shares of common stock and 665,281 shares of Series F Preferred Stock convertible into 665,281 shares of common stock, and warrants to purchase 1,962,319 shares of common stock at $5.55 per share and warrants to purchase 1,962,319 shares of common stock at $6.29 per share, at an offering price of $4.81 per share. For every one share of common stock or Series F Preferred Stock sold, we issued one warrant to purchase one share of common stock at $5.55 per share and one warrant to purchase one share of common stock at $6.29 per share. We received $9,438,753 in gross proceeds, before underwriting discounts and commissions and offering expenses totaling $871,305. The gross proceeds include the underwriter’s over-allotment option, which they exercised on the closing date. Issuance of Common Stock under a 2014 Common Stock Purchase Agreement In connection with a financing by the Company in July 2014 (the “July 2014 Financing Transaction”), the Company assumed certain obligations as per the original agreement to issue additional shares to investors in the July 2014 Financing Transaction if a subsequent financing or issuance of shares was at a price per share lower than the price per share in the July 2014 Financing Transaction. The Company issued on March 31, 2015, an aggregate of 11,904 shares of common stock that were required to be issued in connection with the July 2014 Financing Transaction as a result of the issuance of shares at a lower share price than in the July 2014 Financing Transaction. Grant of Restricted Shares Rubin Grant On April 3, 2015, the Company entered into a consulting agreement with Steve Rubin pursuant to which he agreed to provide advisory services in connection with corporate strategy, licensing and business development estimated to be for a period of 12 months. In exchange for his services, the Company provided him with a one-time grant of 27,027 shares of the Company’s restricted common stock, valued at $17.02 per share. As the shares granted were fully vested upon grant and the Company has no legal recourse to recover the shares in the event of nonperformance, the Company recognized the grant date fair value of the shares as consulting expense upon grant during the second quarter of 2015. Ravetch Grant On April 4, 2015, the Board of Directors approved the issuance of an additional restricted stock award of 17,770 shares to Jeffrey Ravetch, M.D., Ph. D, who is one of the Company’s board members. This award is for future services covering at least a one-year period. The award was granted in addition to the prior award to Dr. Ravetch on April 2, 2015 of (i) 4,628 restricted shares and (ii) options to purchase 4,628 shares of common stock with an exercise price of $17.02 per share, for a total grant of 27,028 restricted shares and options. As the 17,770 shares granted were fully vested upon grant and the Company has no legal recourse to recover the shares in the event of nonperformance, the Company recognized the grant date fair value of the shares as consulting expense upon grant during the second quarter of 2015. Livingston Grant On April 4, 2015, the Board of Directors approved the issuance of a restricted stock award by the Company of 135,135 shares of common stock, valued at $17.02 per share, to Philip Livingston, Ph.D. for his continuing service to the Company. On May 13, 2015, the Compensation Committee of the Board of Directors clarified that the award was being granted in consideration for at least one year of Dr. Livingston’s services. The committee further clarified that the vesting of the common stock shall be on the one-year anniversary of the Board of Directors’ approval of the award, or April 4, 2016. The Company expensed the grant date fair value of the award over the vesting period of one year. Consultant Grants On April 5, 2015, the Company entered into consulting agreements with two investor relations consultants to provide relations services to the Company in consideration for an immediate grant of 40,541 shares of the Company’s restricted common stock and a monthly cash retainer of $12,000 a month for ongoing services for a period of one year. The consultants also received an additional 27,027 shares of the Company’s restricted common stock upon the Company’s achieving a milestone based on its fully-diluted market capitalization. As the shares granted were fully vested upon grant and the Company has no legal recourse to recover the shares in the event of nonperformance, the Company recognized the grant date fair value of the 40,541 shares or $690,000, as investor relations expense upon grant during the second quarter of 2015. The performance condition for the 27,027 shares became probable and the market capitalization metric was met during the second quarter; therefore, the Company recognized an additional $460,000 of expense during the second quarter of 2015. Also during 2015, the Board of Directors approved the issuance of restricted stock awards to two other consultants totaling 16,217 shares with vesting terms ranging from one to three years, valued from $13.10 to $15.76 per share. The Company is expensing each of the grant date fair value of the awards over the performance period for the award, which will be re-measured at the end of each quarter until the performance is complete. As of December 31, 2016, the Company expensed $32,569 related to these grants. As of December 31, 2016, the expected future compensation expense related to these grants is $24,571 based upon the Company’s stock price on December 31, 2016. On January 13, 2016, the Board of Directors approved the issuance of 13,514 shares of restricted stock valued at $64,000 to a consultant for advisory services to the Company that was fully recognized upon issuance. On September 1, 2016, the Board of Directors approved the issuance of 22,130 shares of common stock with a date of issuance fair value of $100,000 to an investor relations consulting firm. In exchange for the shares granted and a monthly retainer, the consulting firm will perform investor relations services on behalf of the Company. As the shares granted were fully vested upon grant and the Company has no legal recourse to recover the shares in the event of nonperformance, the Company recognized the grant date fair value of the 22,130 shares of $100,000 as investor relations expense upon grant during the third quarter of 2016. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | On November 3, 2016, the Company granted 17,500 stock options to Jeffrey Ravetch, M.D., Ph.D., a Board member, for his ongoing consulting services to the Company. The option award vests over a three-year period. On April 1, 2016, the Company entered into a two-year consulting agreement with Jeffrey Ravetch, M.D., Ph.D., a Board member, for work beginning January 1, 2016 through December 31, 2017, at a rate of $100,000 a year, in support of scientific and technical advice on the discovery and development of technology and products for the Company primarily related to monoclonal antibodies, corporate development, and corporate partnering efforts. In April 2016, the Company paid Dr. Ravetch $100,000 for services to be performed in 2016, and will pay quarterly thereafter beginning January 1, 2017. In April 2015, the Company granted a restricted stock award of 135,135 shares to Phil Livingston, Ph.D., an employee and Board member, for his continuing services to the Company. In addition, in April 2015, the Company has granted a restricted stock award of 17,770 shares for Jeffrey Ravetch, M.D., Ph.D., a Board member, for consulting services. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock Incentive Plan In September 2008, the Company’s stockholders approved the 2008 Stock Incentive Plan (the “2008 Plan”) which became effective in September 2008 and under which 8,853 shares of the Company’s common stock were initially reserved for issuance to employees, non-employee directors and consultants of the Company. In November 2012, the Company increased the authorized shares under the plan to 21,067. On February 14, 2013, the 2008 Plan terminated and no further grants of equity may be made thereunder. In June 2014, MabVax Therapeutics Inc.’s stockholders approved the amended 2014 Stock Incentive Plan (the “2014 Plan”) which became effective and was adopted by the Company in the Merger in July 2014. The 2014 Plan authorized the issuance of up to 47,493 shares, 20,543 of which are contingent upon the forfeiture, expiration or cancellation of the 2008 Reserved Shares. The 2014 Plan provided for the grant of incentive stock options, non-incentive stock options, stock appreciation rights, restricted stock awards, and restricted stock unit awards to eligible recipients. The maximum term of options granted under the Stock Plan is ten years. Employee option grants generally vest 25% on the first anniversary of the original vesting date, and the balance vests monthly over the following three years. The vesting schedules for grants to non-employee directors and consultants is determined by the Company’s Compensation Committee. Stock options are generally not exercisable prior to the applicable vesting date, unless otherwise accelerated under the terms of the applicable stock plan agreement. Amendment of Equity Incentive Plan On March 31, 2015, the Company approved a Second Amended and Restated 2014 Employee, Director and Consultant Equity Incentive Plan (the “Plan”), effective as of and contingent upon the consummation of the initial closing of the April Private Placement, to increase the number of shares reserved for issuance under the Plan from 21,361 to 1,129,837 shares of common stock. Additional changes to the Plan include: ● An “evergreen” provision to reserve additional shares for issuance under the Plan on an annual basis commencing on the first day of fiscal 2016 and ending on the second day of fiscal 2024, such that the number of shares that may be issued under the Plan shall be increased by an amount equal to the lesser of: (i) 1,081,082 or the equivalent of such number of shares after the administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with the Plan; (ii) the number of shares necessary such that the total shares reserved under the Plan equals (x) 15% of the number of outstanding shares of common stock on such date (assuming the conversion of all outstanding shares of Preferred Stock (as defined in the Plan) and other outstanding convertible securities and exercise of all outstanding warrants to purchase common stock) plus (y) 30,946; and (iii) an amount determined by the Board. ● Provision that no more than 405,406 shares may be granted to any participant in any fiscal year. ● Provisions to allow for performance based equity awards to be issued by the Company in accordance with Section 162(m) of the Internal Revenue Code. ● On September 22, 2016, the Board of Directors ratified an automatic increase in the number of shares reserved for issuance under the Plan, increasing the total shares reserved from 1,129,837 to 1,208,307 shares of common stock, under the annual evergreen provision for the Plan. Stock-based Compensation Total estimated stock-based compensation expense, related to all of the Company’s stock-based payment awards recognized under ASC 718, “Compensation—Stock Compensation” and ASC 505, “Equity” Years Ended December 31, 2016 2015 Research and development $ 1,192,126 $ 929,633 General and administrative 3,211,152 3,534,062 Total stock-based compensation expense $ 4,403,278 $ 4,463,695 Stock-based Award Activity The following table summarizes the Company’s stock option activity for the years ended December 31, 2016 and 2015: Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2014 32,823 $ 29.00 Granted 407,547 16.50 Exercised (376 ) 2.15 Forfeited/cancelled/expired (1,746 ) 54.91 Outstanding and expected to vest at December 31, 2015 438,248 $ 17.46 Granted 449,542 5.13 Exercised — — Forfeited/cancelled/expired (36,415 ) 15.28 Outstanding and expected to vest at December 31, 2016 851,375 $ 10.94 Vested and exercisable at December 31, 2016 167,291 $ 17.29 The total unrecognized compensation cost related to unvested stock option grants as of December 31, 2016 was $3,007,785 and the weighted average period over which these grants are expected to vest is 1.96 years. Due to limited activity in 2016, the Company has assumed a forfeiture rate of zero. The weighted average remaining contractual life of stock options outstanding at December 31, 2016 and 2015 is 8.82 years and 9.13 years, respectively. Stock options granted to employees generally vest over a three-year period with one third of the grants vesting at each one-year anniversary of the grant date. During 2016, the Company granted 449,542 options to its directors, officers, employees with a weighted average exercise price of $5.13 and vesting over a three-year period with vesting starting at the one-year anniversary of the grant date. During 2015, there were 407,547 options and 310,926 shares of restricted stock granted to directors, officers, employees and consultants from the 2014 Plan. During the year ended December 31, 2016, 105,448 shares of restricted stock units have vested and the balance will vest in two equal installments on the anniversary of the grant date over the next two years. During the year ended December 31, 2016, the Company has recognized $1,628,405 in stock based compensation expense related to restricted stock units. In addition, the Company granted 250,203 shares of restricted stock outside of the plan for consulting and investor relation services during the second quarter of 2015. A summary of activity related to restricted stock grants under the Plan for the years December 31, 2016 and 2015 is presented below: Shares Weighted Average Grant-Date Fair Value Non-vested at December 31, 2014 — $ — Granted 310,926 16.84 Vested — — Forfeited — — Non-vested at December 31, 2015 310,926 16.84 Granted — — Vested (105,448 ) $ 16.84 Forfeited — — Non-vested at December 31, 2016 205,478 On April 2 and April 3, 2016, 98,237 shares of restricted stock units vested upon the one-year anniversary of restricted stock units granted. Accordingly, 64,392 shares were issued to the Company’s directors and officers, and the Company withheld 33,848 shares for the employee portion of taxes and remitted $177,823 to the tax authorities in order to satisfy tax liabilities related to this issuance on behalf of the officers. In addition, in July and August of 2016, 7,208 shares were issued to outside consultants upon vesting of previously issued restricted stock units. As of December 31, 2016, there were 205,478 nonvested restricted stock units remaining outstanding. As of December 31, 2016 and 2015, unamortized compensation expense related to restricted stock grants amounted to $2,214,859 and $3,843,264, which is expected to be recognized over a weighted average period of 1.27 and 2.27 years, respectively. Valuation Assumptions The Company used the Black-Scholes-Merton option valuation model, or the Black-Scholes model, to determine the stock-based compensation expense for stock options recognized under ASC 718 and ASC 505. The Company’s expected stock-price volatility assumption was based solely on the weighted average of the historical and implied volatility of comparable companies whose share prices are publicly available. The expected term of stock options granted was based on the simplified method in accordance with Staff Accounting Bulletin No. 110, or SAB 110, as the Company’s historical share option exercise experience did not provide a reasonable basis for estimation. The risk-free interest rate was based on the U.S. Treasury yield for a period consistent with the expected term of the stock award in effect at the time of the grant. Years Ended December 31, 2016 2015 Risk-free interest rate 0.9 to 1.4 % 0.9 to 1.8 % Dividend yield 0 % 0 % Expected volatility 81 to 87 % Expected life of options, in years 5.5 and 6.0 Weighted average grant date fair value $ 3.16 $ 1.56 Because the Company had a net operating loss carryforward as of December 31, 2015 and 2016, no tax benefits for the tax deductions related to stock-based compensation expense were recognized in the Company’s consolidated statements of operations. Additionally, there were 376 stock options exercised during the year ended December 31, 2015, and there were no stock option exercises in the corresponding period of 2016. Management Bonus Plan On April 2, 2015, the Compensation Committee of the Board of Directors approved the 2015 Management Bonus Plan (the “Management Plan”) outlining maximum target bonuses of the base salaries of certain of the Company’s executive officers. Under the terms of the Management Plan, the Company’s Chief Executive Officer shall receive a maximum target bonus of up to 50% of his annual base salary, the Chief Financial Officer shall receive a maximum target bonus of up to 35% of his annual base salary and the Company’s Vice President shall receive a maximum target bonus of up to 25% of his annual base salary. During the year ended December 31, 2016 and 2015, the Company accrued and expensed $458,586 and $323,363, respectively, related to the Management Plan. On April 4, 2015, the Board approved the following Non-Employee Director Policy (the “Incumbent Director Policy”) with respect to incumbent non-employee members of the Board in the event that they are replaced before their term expires: ● A one-time issuance of 2,703 restricted shares of common stock; ● The vesting of all options and restricted stock grants held on such date; and ● The payment of all earned but unpaid cash compensation for their services on the Board and its committees, as of such date. On April 4, 2015, in connection with his resignation from the Board, Michael Wick received a one-time restricted stock grant of 2,703 shares under the Incumbent Director Policy. On February 16, 2016, our Compensation Committee approved a 2016 Management Bonus Plan (the “2016 Management Plan”) outlining maximum target bonuses of the base salaries of certain of our executive officers. Under the terms of the 2016 Management Plan, the Company's Chief Executive Officer shall receive a maximum target bonus of up to 50% of his annual base salary, and the Chief Financial Officer and each of the Company's Vice Presidents shall receive a maximum target bonus of up to 30% of their annual base salary. On February 16, 2016, the Compensation Committee of the Board of Directors of the Company approved the following amendments to Company's policy for compensating non-employee members of the Board: ● The initial equity grant upon first appointment (or election) of future non-employee directors to the Board shall be a 10-year option to purchase 6,757 shares of the Company's common stock, under the Company's Second Amended and Restated 2014 Equity Incentive Plan with 3-year annual vesting and a strike price equal the closing price of the Company's common stock on the effective date of the appointment (or election); ● The annual cash retainer for each non-employee director, paid quarterly, is increased by $1,000 per calendar quarter to a total of $7,000 per quarter, effective April 1, 2016; and ● The additional annual cash retainer for the chairperson of each of the Audit, Compensation, and Nominating and Governance Committees, paid quarterly, is increased by $1,000 per calendar year, such that each chairperson retainer shall be as follows, effective April 1, 2016: Audit Committee: $13,000; Compensation Committee: $9,000; Nominating and Governance Committee: $6,000. On August 25, 2016, the Compensation Committee of the Board of Directors of the Company approved the following amendments to Company's policy for compensating non-employee members of the Board: ● The initial equity grant upon first appointment (or election) of future non-employee directors to the Board shall be a 10-year option to purchase 25,000 shares of the Company's common stock, under the Company's Second Amended and Restated 2014 Equity Incentive Plan with 3-year annual vesting and a strike price equal to the closing price of the Company's common stock on the effective date of the appointment (or election); and ● The additional automatic annual option grant to each non-employee director on the date of the Company's annual meeting shall be a 10-year option to purchase 17,500 shares of the Company's common stock, under the Company's Second Amended and Restated 2014 Equity Incentive Plan with 1-year vesting and a strike price equal to the closing price of the Company's common stock on the date of the annual meeting. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following at December 31, 2016: Common stock reserved for conversion of preferred stock and warrants 8,099,568 Common stock options outstanding 851,375 Authorized for future grant or issuance under the Stock Plan 66,693 Unvested restricted stock 205,478 Total 9,223,114 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Net Loss Per Share | The Company calculates basic and diluted net loss per share using the weighted average number of shares of common stock outstanding during the period. When the Company is in a net loss position, it excludes from the calculation of diluted net loss per share all potentially dilutive stock options, preferred stock and warrants, and the diluted net loss per share is the same as the basic net loss per share for such periods. If the Company was to be in a net income position, the weighted average number of shares used to calculate the diluted net income per share would include the potential dilutive effect of in-the-money securities, as determined using the treasury stock method. The table below presents the potentially dilutive securities that would have been included in the calculation of diluted net loss per share if they were not antidilutive for the periods presented. Years Ended December 31, 2016 2015 Stock options 851,375 438,248 Preferred stock 2,975,424 3,038,163 Unvested restricted stock 205,478 310,926 Warrants to purchase common stock 5,124,144 974,280 Total 9,156,421 4,761,617 |
Contracts and Agreements
Contracts and Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Contracts and Agreements | Memorial Sloan Kettering Cancer Center, or MSK Since 2008 the Company has engaged in various research agreements and collaborations with MSK including licensed rights to cancer vaccines and the blood samples from patients who have been vaccinated with MSK’s cancer vaccines. Total sponsored research contracts outstanding in 2016 amounting to approximately $800,000 in 2016 were approximately 100% complete as of the year ended December 31, 2016. Such sponsored research agreements provide support for preclinical work on the Company’s product development programs. The work includes preparing radioimmunoconjugates of the Company’s antibodies and performing in vitro in vivo Life Technologies Licensing Agreement On September 24, 2015, the Company entered into a licensing agreement with Life Technologies Corporation (“Life Technologies”), a subsidiary of ThermoFisher Scientific. Under the agreement, MabVax agreed to license certain cell lines from Life Technologies to be used in the production of recombinant proteins for the Company’s clinical trials. The amount of the contract is for $450,000 and was fully expensed during the year ended December 31, 2015. In each of the years ended December 31, 2015 and 2016, the Company paid $225,000 and $225,000, respectively, related to this contract. Rockefeller University Collaboration In July 2015, the Company entered into a research collaboration agreement with Rockefeller University's Laboratory of Molecular Genetics and Immunology. The Company provided antibody material to Rockefeller University, which is exploring the mechanism of action of constant region (Fc) variants of the HuMab-5B1 in the role of tumor clearance. The Company will supply additional research materials as requested by the university, which is evaluating ways to optimize the function. Patheon Biologics LLC Agreement On April 14, 2014, the Company entered into a development and manufacturing services agreement (the “Services Agreement”) with Patheon (f.k.a. Gallus Biopharmaceuticals) to provide a full range of manufacturing and bioprocessing services, including cell line development, process development, protein production, cell culture, protein purification, bio-analytical chemistry and quality control, or QC, testing. Total amount of the contract is estimated at approximately $3.0 million. For the years ended December 31, 2016 and 2015, the Company recorded $0 and $2,556,278 of expense, respectively, associated with the Services Agreement. During the third quarter of 2016, the Company negotiated a reduction in the amount previously recorded and owed to Patheon related to manufacturing batches that have failed, resulting in the reduction in R&D expenses of approximately $363,000 during the quarter. NCI PET Imaging Agent Grant In September 2013, the NCI awarded the Company a SBIR Program Contract to support the Company’s program to develop a PET imaging agent for pancreatic cancer using a fragment of the Company’s HuMab-5B1 antibody (the “NCI PET Imaging Agent Grant”). The project period for Phase I of the grant award of approximately $250,000 covered a nine-month period which commenced in September 2013 and ended in June 2014. On August 25, 2014, the Company was awarded a $1.5 million contract for the Phase II portion of the NCI PET Imaging Agent Grant. The contract is intended to support a major portion of the preclinical work being conducted by the Company, together with its collaboration partner, MSK, to develop a novel Positron Emission Tomography (“PET”) imaging agent for detection and assessment of pancreatic cancer. The total contract amount for Phase I and Phase II was approximately $1,749,000. The Company recorded revenue associated with the NCI PET Imaging Agent Grant as the related costs and expenses were incurred. For the years ended December 31, 2016 and 2015, the Company recorded $148,054 and $1,141,451 of revenue associated with the NCI PET Imaging Agent Grant, respectively. No additional activities are required or planned under the contract and all monies available under the contract have been requested and received. Juno Therapeutics Option Agreement On August 29, 2014, the Company entered into an option agreement (the “Option Agreement”) with Juno Therapeutics, Inc. (“Juno”) in exchange for a one-time up-front option fee in the low five figures. Pursuant to the Option Agreement, the Company granted Juno the option to obtain an exclusive, world-wide, royalty-bearing license authorizing Juno to develop, make, have made, use, import, have imported, sell, have sold, offer for sale and otherwise exploit certain patents the Company developed with respect to fully human antibodies with binding specificity against human GD2 or sialyl-Lewis A antigens and certain Company controlled biologic materials. As of June 30, 2016, the Option Agreement expired and Juno no longer has a contractual right for use of Company binding domains for use in the construction of CAR T-cells. During the years ended December 31, 2016 and 2015, no revenues had been earned under the Option Agreement. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Commitments and contingencies | Litigation On September 18, 2015, an Order and Final Judgment was entered by the Superior Court of the State of California, approving a settlement of a class action lawsuit commenced on May 30, 2014, in Santa Clara County Superior Court, State of California, on behalf of Cadillac Partners and others similarly situated, naming as defendants, MabVax Therapeutics, the Company and the Company’s directors, Hudson Bay Capital Management LP, Bio IP Ventures LLC, Hudson Bay Master Fund Ltd., and Hudson Bay IP Opportunities Master Fund LP, together the “Parties,” alleging the defendants breached certain fiduciary duties, or aided and abetted a breach of fiduciary duties, in connection with the Company’s Merger with MabVax Therapeutics. The plaintiff sought to enjoin the Merger and obtain damages as well as attorneys’ and expert fees and costs. We expect to incur no expenses in 2016 or thereafter in connection with this lawsuit or settlement. Capital Leases On March 21, 2016, the Company entered into a lease agreement with ThermoFisher Scientific (“Lessor”). Under the terms of the agreement, the Company agreed to lease two pieces of equipment from the Lessor, a liquid chromatography system and an incubator, totaling in cost $95,656. The term of the lease is five years (60 months), and the monthly lease payment is $1,942. In addition, there is a $1.00 buyout option at the end of the lease term. Minimum future annual capital lease obligations are as follows as of December 31, 2016: 2017 $ 23,306 2018 23,306 2019 23,306 2020 23,306 2021 7,769 Less interest (15,876 ) Principal 85,117 Less current portion ( 17,004 Noncurrent portion $ 68,113 Operating Leases In connection with the Merger, the Company recorded a $590, On September 2, 2015, the Company The Company has an option to extend the Lease term for a single, five-year period. If the Lease term is extended for the optional five-year period, the monthly base rent will be adjusted based on fair market rental value. In addition to rent, the Company agreed to pay a portion of the taxes and utility, maintenance and other operating costs paid or accrued in connection with the ownership and operation of the property. The Company previously leased its corporate office and laboratory space under an operating lease that, as amended on August 1, 2010, expired on July 31, 2015. We recognize rent expense on a straight-line basis over the term the lease. Rent expense of $433,397 and $122,236 was recognized in the years ended December 31, 2016 and 2015, respectively. Minimum future annual operating lease obligations are as follows as of December 31, 2016: 2017 $ 439,330 2018 452,510 2019 466,085 2020 480,068 2021 494,469 Thereafter 41,306 Total $ 2,373,768 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | During the years ended December 31, 2016 and 2015, the Company did not record a provision or benefit for current or deferred income taxes in the consolidated statement of operations due to its cumulative net losses. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred tax assets are as follows as of December 31, 2016 and 2015: 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 20,169,000 $ 14,502,000 Tax credits 5,065,000 4,803,000 Accrued expenses and other 2,667,900 1,861,300 Total deferred tax assets 27,901,900 21,166,300 Less valuation allowance (27,901,900 ) (21,166,300 ) Net deferred tax assets $ — $ — The Company has evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that the deferred tax assets will not be realized. Due to such uncertainties surrounding the realization of the Company’s deferred tax assets, the Company maintains a valuation allowance of $27,901,900 against its deferred tax assets as of December 31, 2016. Realization of the deferred tax assets will be primarily dependent upon the Company’s ability to generate sufficient taxable income prior to the expiration of its net operating losses. During the year ended December 31, 2014, MabVax Therapeutics, Inc. merged with Telik, Inc. in a tax-free reorganization. As a result of the merger, all components of Telik’s deferred tax assets are now included as deferred tax assets of MabVax Therapeutics, Inc. These pre-merger deferred tax assets are net operating loss carryforwards of $1,588,000, research and development credit carryforwards of $4,457,000, in total equaling $6,045,000. The current year change in these assets has been reflected in the provision for income taxes. As of December 31, 2016, the Company had net operating loss carryforwards of approximately $50,576,000 and $50,994,000 for federal and state income tax purposes, respectively. These may be used to offset future taxable income and will begin to expire in varying amounts in 2028 to 2035. The Company also has research and development credits of approximately $525,500 and $6,878,000 for federal and state income tax purposes, respectively. The federal credits may be used to offset future taxable income and will begin to expire at various dates beginning in 2030 through 2035. The state credits may be used to offset future taxable income, and such credits carry forward indefinitely. The Company is subject to taxation in the U.S. and California jurisdictions. Currently, no historical years are under examination. The Company’s tax years ending December 31, 2016 and 2015 are subject to examination by the U.S. and state taxing authorities due to the carryforward of unutilized net operating losses and research and development credits. Utilization of the Company’s net operating loss carryforwards and research and development credit carryforwards may be subject to a substantial annual limitation due to an “ownership change” that may have occurred, or that could occur in the future, as defined and required by Section 382 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions. These ownership changes may limit the amount of net operating loss carryforwards and research and development credit carryforwards, and other tax attributes that can be utilized annually to offset future taxable income and tax, respectively. Any limitation may result in the expiration of a portion of the net operating loss carryforwards or research and development credit carryforwards before utilization. The net operating loss carryforwards and research and development credit carryforwards inherited as a result of the merger with Telik, Inc. have been severely limited under these rules and will likely not be realized. In general, an “ownership change” results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders or public groups. The Company intends to complete a study in the future to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company’s formation, and will complete such study before the use of any of the aforementioned attributes. The provision for income taxes differs from the amount computed by applying the U.S. federal statutory tax rate (34% in 2016 and 2015) to income taxes as follows: 2016 2015 Tax benefit computed at 34% $ (6,004,000 ) $ (6,155,300 ) State tax provision, net of federal tax benefit (989,344 ) (1,551,444 ) Change in valuation allowance 6,735,600 7,335,300 Other 257,744 371,444 Tax provision (benefit) $ — $ — The Company has adopted ASC 740-10-25. This interpretation clarifies the criteria for recognizing income tax benefits under ASC 740, “Accounting for Income Taxes,” |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements reflect all of our activities, including those of our wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. |
Cash and Cash Equivalents | We consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. As of December 31, 2016, cash and cash equivalents exceeded federally insured limits by approximately $3.7 million. The Company has not experienced any losses on such accounts. |
Fair Value of Financial Instruments | The Company’s financial instruments consist of cash and cash equivalents, grants receivable, other receivable, accounts payable, all of which are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. |
Grants Receivable | Grants receivable at December 31, 2015 represented amounts due under the NIH Imaging Contract Phase II with the National Cancer Institute (the “NCI”), a division of the National Institutes of Health, or NIH (collectively, the “NIH Grants”). The Company considers the grants receivable to be fully collectible; accordingly, no allowance for doubtful accounts has been established. Grants receivable balances may include unbilled amounts for which work was completed by the Company as of the balance sheet date. If amounts become uncollectible, they are charged to operations. There were no grant receivable amounts outstanding as of December 31, 2016. |
Property and Equipment | Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally three to seven years. Leasehold improvements are amortized over the lesser of the life of the lease or the life of the asset. |
Impairment of Long-lived Assets | We evaluate the Company’s long-lived assets with definite lives, such as property and equipment, for impairment. We record impairment losses on long-lived assets used for operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying value of the assets. There have not been any impairment losses of long-lived assets for the years ended December 31, 2016 and 2015. |
Impairment of Goodwill | The Company applies the GAAP principles related to Intangibles – Goodwill and Other |
Revenue Recognition | Revenue from grants is based upon internal and subcontractor costs incurred that are specifically covered by the grant, including a facilities and administrative rate that provides funding for overhead expenses. NIH Grants are recognized when the Company incurs internal expenses that are specifically related to each grant, in clinical trials at the clinical trial sites, by subcontractors who manage the clinical trials, and provided the grant has been approved for payment. The Company records revenue associated with the NIH Grants as the related costs and expenses are incurred. Any amounts received by the Company pursuant to the NIH Grants prior to satisfying the Company’s revenue recognition criteria are recorded as deferred revenue. |
Research and Development Costs | Research and development expenses, which consist primarily of salaries and other personnel costs, clinical trial costs and preclinical study fees, manufacturing costs for non-commercial products, and the development of earlier-stage programs and technologies, are expensed as incurred when these expenditures have no alternative future uses. A significant portion of the development activities are outsourced to third parties, including contract research organizations. In such cases, the Company may be required to estimate related service fees incurred. |
Stock-based Compensation | The Company’s stock-based compensation programs include grants of common stock and stock options to employees, non-employee directors and non-employee consultants. Stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant). The Company accounts for equity instruments, including common stock and stock options, issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value determined using the Black-Scholes-Merton option-pricing model. The fair value of options granted to non-employees is re-measured as they vest, and the resulting increase in value, if any, is recognized as expense during the period the related services are rendered. |
Income Taxes | The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to basis differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2016 and 2015, all deferred tax assets were fully offset by a valuation allowance. The Company accrues interest and penalties, if any, on underpayment of income taxes related to unrecognized tax benefits as a component of income tax expense in its consolidated statements of operations. |
Fair Value Measurements | Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of December 31, 2016 and 2015: December 31, 2016 2015 Furniture and fixtures $ 51,909 $ 8,979 Office equipment 52,547 52,547 Lab equipment 894,942 400,301 Capital lease equipment 95,657 — Leasehold improvement 59,555 — 1,154,610 461,827 Less accumulated depreciation and amortization (422,898 ) (326,341 ) Totals $ 731,712 $ 135,486 |
Notes Payable, Net (Tables)
Notes Payable, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable | |
Future principal payments | Future principal payments under the Loan Agreement and insurance premium note as of December 31, 2016 are as follows: Years ending December 31: 2017 $ 1,589,661 2018 1,666,667 2019 1,666,667 2020 138,889 Notes payable, balance as of December 31, 2016 5,061,884 Unamortized discount on notes payable (697,596 ) Notes payable, net, balance as of December 31, 2016 4,364,288 Current portion of notes payable, net (1,589,661 ) Long-term portion of notes payable, net $ 2,774,627 |
Redeemable Convertible Prefer23
Redeemable Convertible Preferred Stock, Convertible Preferred Stock, Common Stock and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Changes in the Value of the Warrant Liability | The changes in the value of the warrant liability during the year ended December 31, 2015 were as follows: Fair value – beginning of year $ 92,463 Change in fair value (19,807 ) Cancellation of warrants (72,656 ) Fair value – end of year $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation Expense | Total estimated stock-based compensation expense, related to all of the Company’s stock-based payment awards recognized under ASC 718, “Compensation—Stock Compensation” and ASC 505, “Equity” Years Ended December 31, 2016 2015 Research and development $ 1,192,126 $ 929,633 General and administrative 3,211,152 3,534,062 Total stock-based compensation expense $ 4,403,278 $ 4,463,695 |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the years ended December 31, 2016 and 2015: Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2014 32,823 $ 29.00 Granted 407,547 16.50 Exercised (376 ) 2.15 Forfeited/cancelled/expired (1,746 ) 54.91 Outstanding and expected to vest at December 31, 2015 438,248 $ 17.46 Granted 449,542 5.13 Exercised — — Forfeited/cancelled/expired (36,415 ) 15.28 Outstanding and expected to vest at December 31, 2016 851,375 $ 10.94 Vested and exercisable at December 31, 2016 167,291 $ 17.29 |
Summary of activity related to restricted stock grants | A summary of activity related to restricted stock grants under the Plan for the years December 31, 2016 and 2015 is presented below: Shares Weighted Average Grant-Date Fair Value Non-vested at December 31, 2014 — $ — Granted 310,926 16.84 Vested — — Forfeited — — Non-vested at December 31, 2015 310,926 16.84 Granted — — Vested (105,448 ) $ 16.84 Forfeited — — Non-vested at December 31, 2016 205,478 |
Valuation Assumptions Used to Determine Stock-based Expense | Years Ended December 31, 2016 2015 Risk-free interest rate 0.9 to 1.4 % 0.9 to 1.8 % Dividend yield 0 % 0 % Expected volatility 81 to 87 % Expected life of options, in years 5.5 and 6.0 Weighted average grant date fair value $ 3.16 $ 1.56 |
Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consists of the following at December 31, 2016: Common stock reserved for conversion of preferred stock and warrants 8,099,568 Common stock options outstanding 851,375 Authorized for future grant or issuance under the Stock Plan 66,693 Unvested restricted stock 205,478 Total 9,223,114 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Net Loss Per Share Tables | |
Potentially dilutive securities | The table below presents the potentially dilutive securities that would have been included in the calculation of diluted net loss per share if they were not antidilutive for the periods presented. Years Ended December 31, 2016 2015 Stock options 851,375 438,248 Preferred stock 2,975,424 3,038,163 Unvested restricted stock 205,478 310,926 Warrants to purchase common stock 5,124,144 974,280 Total 9,156,421 4,761,617 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Minimum future annual capital lease obligations | Minimum future annual capital lease obligations are as follows as of December 31, 2016: 2017 $ 23,306 2018 23,306 2019 23,306 2020 23,306 2021 7,769 Less interest (15,876 ) Principal 85,117 Less current portion (17,004 ) Noncurrent portion $ 68,113 |
Minimum future annual operating lease obligations | Minimum future annual operating lease obligations are as follows as of December 31, 2016: 2017 $ 439,330 2018 452,510 2019 466,085 2020 480,068 2021 494,469 Thereafter 41,306 Total $ 2,373,768 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Significant Components of Deferred Tax Assets | 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 20,169,000 $ 14,502,000 Tax credits 5,065,000 4,803,000 Accrued expenses and other 2,667,900 1,861,300 Total deferred tax assets 27,901,900 21,166,300 Less valuation allowance (27,901,900 ) (21,166,300 ) Net deferred tax assets $ — $ — |
Computation of Provision for Income Taxes Differs from Expected Tax Expense | 2016 2015 Tax benefit computed at 34% $ (6,004,000 ) $ (6,155,300 ) State tax provision, net of federal tax benefit (989,344 ) (1,551,444 ) Change in valuation allowance 6,735,600 7,335,300 Other 257,744 371,444 Tax provision (benefit) $ — $ — |
Nature of Operations and Basi28
Nature of Operations and Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Regulatory Assets [Abstract] | |||
State of incorporation | Delaware | ||
Date of incorporation | Oct. 20, 1988 | ||
Trading symbol | MBVX | ||
Net loss | $ (17,660,483) | $ (18,105,315) | |
Net cash used for operating activities | (12,363,411) | ||
Net cash used by investing activities | (563,196) | ||
Cash and cash equivalents | 3,979,290 | 4,084,085 | $ 1,477,143 |
Accumulated deficit | $ (78,262,261) | $ (60,601,778) |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Impairment losses of long-lived assets | $ 0 | $ 0 |
Impairment of goodwill | $ 0 | $ 0 |
Minimum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 3 Years | |
Maximum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 5 Years | |
Leasehold Improvements [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives | The lesser of the life of the lease or the life of the asset. |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,154,610 | $ 461,827 |
Less accumulated depreciation and amortization | (422,898) | (326,341) |
Property, plant and equipment, net | 731,712 | 135,486 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 51,909 | 8,979 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 52,547 | 52,547 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 894,942 | 400,301 |
Capital Lease Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 95,657 | 0 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 59,555 | $ 0 |
Property and Equipment, Net (31
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 96,553 | $ 21,360 |
Notes Payable, Net (Details)
Notes Payable, Net (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Years ending December 31: | ||
2,017 | $ 1,589,661 | |
2,018 | 1,666,667 | |
2,019 | 1,666,667 | |
2,020 | 138,889 | |
Notes Payable, balance as of December 31, 2016 | 5,061,884 | |
Unamortized discount on notes payable | (697,596) | |
Notes Payable, balance as of December 31, 2016 | 4,361,288 | |
Current portion of notes payable | (1,589,661) | $ 0 |
Non-current portion of notes payable | $ 2,774,627 | $ 0 |
Notes Payable, Net (Details Nar
Notes Payable, Net (Details Narrative) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Notes Payable | |
Interest expense | $ 997,389 |
Redeemable Convertible Prefer34
Redeemable Convertible Preferred Stock, Convertible Preferred Stock, Common Stock and Warrants (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value - beginning of year | $ 92,463 |
Change in fair value | (19,807) |
Cancellation of warrants | (72,656) |
Fair value - end of year | $ 0 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Nonvested Restricted Stock Activity [Line Items] | ||
Total share-based compensation expense | $ 4,403,278 | $ 4,463,695 |
Research and Development Expense [Member] | ||
Schedule Of Nonvested Restricted Stock Activity [Line Items] | ||
Total share-based compensation expense | 1,192,126 | 929,633 |
General and Administrative Expense [Member] | ||
Schedule Of Nonvested Restricted Stock Activity [Line Items] | ||
Total share-based compensation expense | $ 3,211,152 | $ 3,534,062 |
Stock-Based Compensation (Det36
Stock-Based Compensation (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Shares Issuable Under Options | ||
Options Outstanding | 438,248 | 32,823 |
Options Outstanding, Granted | 449,542 | 407,547 |
Options Outstanding, Exercised | 0 | (376) |
Options Outstanding, Forfeited/cancelled/expired | (36,415) | (1,746) |
Options Outstanding and expected to vest at end of period | 851,375 | 438,248 |
Options Outstanding, Vested and exercisable at end of period | 167,291 | |
Weighted Average Exercise Price | ||
Weighted-Average Exercise Price, Outstanding at beginning of period | $ 17.46 | $ 29 |
Weighted-Average Exercise Price, Granted | 5.13 | 16.50 |
Weighted-Average Exercise Price, Exercised | 0 | 2.15 |
Weighted-Average Exercise Price, Forfeited/cancelled/expired | 15.28 | 54.91 |
Weighted-Average Exercise Price, Outstanding and expected to vest at end of period | 10.94 | $ 17.46 |
Weighted-Average Exercise Price, Vested and exercisable at end of period | $ 17.29 |
Stock-Based Compensation (Det37
Stock-Based Compensation (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-based Compensation Details 2 | ||
Non-vested restricted stock grant outstanding, beginning of period | 310,926 | 0 |
Non-vested restricted stock grant outstanding, Granted | 0 | 310,926 |
Non-vested restricted stock grant outstanding, Vested | (105,448) | 0 |
Non-vested restricted stock grant outstanding, Forfeited | 0 | 0 |
Non-vested restricted stock grant outstanding, end of period | 205,478 | 310,926 |
Non-vested restricted stock grant Weighted-Average Grant-Date Fair Value, beginning of period | $ 16.84 | $ 0 |
Non-vested restricted stock grant Weighted-Average Grant-Date Fair Value, Granted | 0 | 16.84 |
Non-vested restricted stock grant Weighted-Average Grant-Date Fair Value, Vested | 16.84 | 0 |
Non-vested restricted stock grant Weighted-Average Grant-Date Fair Value, Forfeited | 0 | 0 |
Non-vested restricted stock grant Weighted-Average Grant-Date Fair Value, end of period | $ 16.84 | $ 16.84 |
Stock-Based Compensation (Det38
Stock-Based Compensation (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Weighted-average grant date fair value | $ 3.16 | $ 1.56 |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.90% | 0.90% |
Expected volatility | 81.00% | |
Expected life of options, in years | 5 years 6 months | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.40% | 1.80% |
Expected volatility | 87.00% | |
Expected life of options, in years | 6 years |
Stock-Based Compensation (Det39
Stock-Based Compensation (Details 4) | Dec. 31, 2016shares |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Authorized for future grant or issuance under the Stock Plan | 9,223,114 |
Reserved for Conversion [Member] | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Authorized for future grant or issuance under the Stock Plan | 8,099,568 |
Common Stock Options Outstanding [Member] | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Authorized for future grant or issuance under the Stock Plan | 851,375 |
Authorized for future grant or issuance under the Stock Plan [Member] | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Authorized for future grant or issuance under the Stock Plan | 66,693 |
Unvested restricted stock [Member] | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Authorized for future grant or issuance under the Stock Plan | 205,478 |
Stock-Based Compensation (Det40
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock Options granted | 449,542 | 407,547 |
Restricted stock granted | 0 | 310,926 |
Unrecognized stock-based compensation expense, options | $ 2,214,859 | $ 3,843,264 |
Unrecognized stock-based compensation expense, recognition period | 1 year 3 months 7 days | 2 years 3 months 7 days |
Stock options vested, number of shares | 105,448 | 0 |
Stock option vesting period | 2 years | |
Tax benefits for tax deductions related to stock-based compensation | $ 0 | $ 0 |
Stock options exercised | 0 | 376 |
Management Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense, options | $ 32,363 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from diluted net loss per common share calculations | 8,156,421 | 4,761,617 |
Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from diluted net loss per common share calculations | 851,375 | 438,248 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from diluted net loss per common share calculations | 2,975,424 | 3,038,163 |
Unvested restricted stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from diluted net loss per common share calculations | 205,478 | 310,926 |
Warrants to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from diluted net loss per common share calculations | 5,124,144 | 974,280 |
Contracts And Agreements (Detai
Contracts And Agreements (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Agreements [Line Items] | ||
Revenue from grants | $ 148,054 | $ 1,267,036 |
Agreement One [Member] | ||
Agreements [Line Items] | ||
Contract awarded | 450,000 | |
Contract paid | 225,000 | 225,000 |
Patheon [Member] | ||
Agreements [Line Items] | ||
Agreement expense | 0 | 2,556,278 |
Option Agreement [Member] | ||
Agreements [Line Items] | ||
Revenue from grants | $ 0 | $ 0 |
Commitments and contingencies43
Commitments and contingencies (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Notes to Financial Statements | ||
2,017 | $ 23,306 | |
2,018 | 23,306 | |
2,019 | 23,306 | |
2,020 | 23,306 | |
2,021 | 7,769 | |
Less interest | 15,876 | |
Principal | 85,117 | |
Less current portion | 17,004 | $ 0 |
Noncurrent portion | $ 68,113 | $ 0 |
Commitments and contingencies44
Commitments and contingencies (Details 1) | Dec. 31, 2016USD ($) |
Notes to Financial Statements | |
2,017 | $ 439,330 |
2,018 | 452,510 |
2,019 | 466,085 |
2,020 | 480,068 |
2,021 | 494,469 |
Thereafter | 41,306 |
Total | $ 2,373,768 |
Commitments & Contingencies (De
Commitments & Contingencies (Details 2) | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 439,330 |
2,017 | 452,510 |
2,018 | 466,085 |
2,019 | 480,068 |
2,020 | 494,469 |
Thereafter | 41,306 |
Total | $ 2,373,768 |
Commitments and contingencies46
Commitments and contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Rent expense | $ 433,397 | $ 122,236 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 20,169,000 | $ 14,502,000 |
Tax credits | 5,065,000 | 4,803,000 |
Accrued expenses and other | 2,667,900 | 1,861,300 |
Total deferred tax assets | 27,901,900 | 21,166,300 |
Less valuation allowance | (27,901,900) | (21,166,300) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit computed at 34% | $ (6,004,000) | $ (6,155,300) |
State tax provision, net of federal tax benefit | (989,344) | (1,551,444) |
Change in valuation allowance | 6,735,600 | 7,335,300 |
Other | 257,744 | 371,444 |
Tax provision (benefit) | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 20,169,000 | $ 14,502,000 |
Federal [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 50,576,000 | |
Research and development credit carryforwards | $ 525,500 | |
U.S federal and state net operating losses expiration | 2028 to 2035 | |
Research credit carryforward expiration period | 2030 through 2035 | |
State [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 5,099,000 | |
Research and development credit carryforwards | $ 6,878,000 | |
U.S federal and state net operating losses expiration | 2028 to 2035 | |
Research credit carryforward expiration period | 2030 through 2035 |