Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 02, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | MABVAX THERAPEUTICS HOLDINGS, INC. | ||
Entity Central Index Key | 1,109,196 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
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 | $ 12,360,790 | ||
Entity Common Stock, Shares Outstanding | 8,961,840 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 885,710 | $ 3,979,290 |
Prepaid expenses | 150,462 | 281,858 |
Other current assets | 171,346 | 32,830 |
Total current assets | 1,207,518 | 4,293,978 |
Property and equipment, net | 578,206 | 731,712 |
Goodwill | 6,826,003 | 6,826,003 |
Other long term assets | 178,597 | 168,597 |
Total assets | 8,790,324 | 12,020,290 |
Current liabilities: | ||
Accounts payable | 1,090,904 | 1,137,903 |
Accrued compensation | 311,675 | 770,592 |
Accrued clinical operations and site costs | 1,669,201 | 1,218,641 |
Accrued lease termination fee | 590,504 | 590,504 |
Other accrued expenses | 404,923 | 315,034 |
Interest payable | 39,373 | 51,295 |
Current portion of notes payable | 1,681,876 | 1,589,661 |
Current portion of capital leases payable | 17,810 | 17,004 |
Total current liabilities | 5,806,266 | 5,690,634 |
Long-term liabilities: | ||
Long-term portion of notes payable, net | 1,621,483 | 2,774,627 |
Long-term portion of capital lease payable | 45,857 | 68,113 |
Other long-term liabilities | 186,278 | 144,394 |
Total long-term liabilities | 1,853,618 | 2,987,134 |
Total liabilities | 7,659,884 | 8,677,768 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.01 par value, 150,000,000 shares authorized, 6,862,928 and 2,098,705 shares issued and outstanding as of December 31, 2017 and 2016, respectively | 68,629 | 20,987 |
Additional paid-in capital | 112,105,470 | 81,575,485 |
Accumulated deficit | (111,053,637) | (78,262,261) |
Total stockholders' equity | 1,130,440 | 3,342,522 |
Total liabilities and stockholders' equity | 8,790,324 | 12,020,290 |
Series D Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | 441 | 1,325 |
Series E Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | 333 | 333 |
Series F Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | 0 | 6,653 |
Series I Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | 7,984 | 0 |
Series J Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | 8 | 0 |
Series K Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | 632 | 0 |
Series L Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | $ 580 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, par value | $ .01 | $ .01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 6,862,928 | 2,098,705 |
Common stock, shares outstanding | 6,862,928 | 2,098,705 |
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 | 798,460 | 0 |
Convertible preferred stock, shares outstanding | 798,460 | 0 |
Convertible preferred stock, liquidation preference | $ 7,984 | $ 0 |
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 | 0 | 665,281 |
Convertible preferred stock, shares outstanding | 0 | 665,281 |
Convertible preferred stock, liquidation preference | $ 0 | $ 6,653 |
Series I Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 1,968,664 | 1,968,664 |
Convertible preferred stock, shares issued | 798,460 | 0 |
Convertible preferred stock, shares outstanding | 798,460 | 0 |
Convertible preferred stock, liquidation preference | $ 7,984 | $ 0 |
Series J Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 3,400 | 3,400 |
Convertible preferred stock, shares issued | 773 | 0 |
Convertible preferred stock, shares outstanding | 773 | 0 |
Convertible preferred stock, liquidation preference | $ 531,252 | $ 0 |
Series K Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 65,000 | 65,000 |
Convertible preferred stock, shares issued | 63,150 | 0 |
Convertible preferred stock, shares outstanding | 63,150 | 0 |
Convertible preferred stock, liquidation preference | $ 632 | $ 0 |
Series L Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 58,000 | 58,000 |
Convertible preferred stock, shares issued | 58,000 | 0 |
Convertible preferred stock, shares outstanding | 58,000 | 0 |
Convertible preferred stock, liquidation preference | $ 5,800,000 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | ||
Grants | $ 0 | $ 148,054 |
Total revenues | 0 | 148,054 |
Operating costs and expenses: | ||
Research and development | 7,544,122 | 7,800,723 |
General and administrative | 10,526,340 | 9,010,450 |
Total operating costs and expenses | 18,070,462 | 16,811,173 |
Loss from operations | (18,070,462) | (16,663,119) |
Interest and other expenses, net of income | (950,217) | (997,364) |
Net loss | (19,020,679) | (17,660,483) |
Deemed dividend on May 2017 inducement shares | (5,220,000) | 0 |
Deemed dividend on August 2017 inducement shares | (3,120,000) | 0 |
Deemed dividend on warrant repricing | (19,413) | 0 |
Deemed dividend on preferred stock exchange | (5,411,284) | 0 |
Net loss allocable to common stockholders | $ (32,791,376) | $ (17,660,483) |
Basic and diluted net loss per share | $ (8.56) | $ (10.91) |
Shares used to calculate basic and diluted net loss per share | 3,830,162 | 1,619,251 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock, Convertible Preferred Stock and Stockholders’ Equity - USD ($) | Series D, E & F Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2015 | $ 2,248 | $ 12,788 | $ 68,025,556 | $ (60,601,778) | $ 7,438,764 |
Beginning balance (in shares) at Dec. 31, 2015 | 224,823 | 1,278,877 | |||
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 | 432,346 | |||
Issuance of additional common stock related to April 2015 financing, amount | $ 852 | (852) | |||
Issuance of additional common stock related to April 2015 financing, shares | 85,153 | ||||
Common stock issued for services, amount | $ 119 | 163,881 | 164,000 | ||
Common stock issued for services, shares | 11,882 | ||||
Conversion of Series D Preferred Stock to common stock, amount | $ (590) | $ 2,658 | (2,068) | 2,658 | |
Conversion of Series D Preferred Stock to common stock, shares | (59,001) | 265,771 | |||
Common stock issued upon vesting of restricted stock units in April, July and August of 2016, net of payroll taxes, amount | $ 239 | (178,062) | (177,823) | ||
Common stock issued upon vesting of restricted stock units in April, July and August of 2016, net of payroll taxes, shares | 23,867 | ||||
Stock-based compensation | 4,403,278 | 4,403,278 | |||
Net loss | (17,660,483) | (17,660,483) | |||
Ending balance at Dec. 31, 2016 | $ 8,311 | $ 20,987 | 81,575,485 | (78,262,261) | 3,342,522 |
Ending balance (in shares) at Dec. 31, 2016 | 831,103 | 2,098,705 | |||
Issuance of Series H Preferred Stock, net of costs, May 2017, amount | $ 9 | 820,562 | 820,571 | ||
Issuance of Series H Preferred Stock, net of costs, May 2017, shares | 850 | ||||
Issuance of Series G Preferred Stock and common stock, net of costs, May 2017, amount | $ 10,000 | $ 4,476 | 3,669,307 | 3,683,783 | |
Issuance of Series G Preferred Stock and common stock, net of costs, May 2017, shares | 1,000,000 | 447,620 | |||
Issuance of common stock, net of costs, August 2017, amount | $ 507 | 124,493 | 125,000 | ||
Issuance of common stock, net of costs, August 2017, shares | 50,715 | ||||
Issuance of Series J Preferred stock, net of costs, August 2017, amount | $ 24 | 1,189,393 | 1,189,417 | ||
Issuance of Series J Preferred stock, net of costs, August 2017, shares | 2,386 | ||||
Issuance of common stock, net of costs, September 2017, amount | $ 133,333 | 1,844,028 | 1,857,361 | ||
Issuance of common stock, net of costs, September 2017, shares | 1,333,334 | ||||
Issuance of common stock, net of costs, September 2017, amount | $ 6,720 | 1,229,280 | 1,236,000 | ||
Issuance of common stock, net of costs, September 2017, shares | 672,043 | ||||
Issuance of common stock, net of costs, October 2017, amount | $ 2,564 | 493,686 | 496,250 | ||
Issuance of common stock, net of costs, October 2017, shares | 256,410 | ||||
Issuance of inducement shares of common stock and Series I Preferred Stock, May 2017, amount | $ 19,687 | $ 3,105 | (22,792) | ||
Issuance of inducement shares of common stock and Series I Preferred Stock, May 2017, shares | 1,968,664 | 310,446 | |||
Deemed dividends on inducement shares, May 2017 | 5,220,000 | (5,220,000) | |||
Deemed dividends on incentive shares of Series K Preferred Stock, August 2017, amount | $ 650 | 3,119,350 | (3,120,000) | ||
Deemed dividends on incentive shares of Series K Preferred Stock, August 2017, shares | 65,000 | ||||
Deemed dividends on preferred stock exchange, October 2017 | 5,411,284 | (5,411,284) | |||
Repricing of warrants | 19,413 | (19,413) | |||
Common stock issued for services, amount | $ 2,717 | 550,567 | 553,284 | ||
Common stock issued for services, shares | 271,667 | ||||
Conversion of Series D Preferred Stock to common stock, amount | $ (884) | $ 3,981 | (3,097) | 3,981 | |
Conversion of Series D Preferred Stock to common stock, shares | (88,384) | 398,131 | |||
Issuance of common stock upon conversion of Series I Preferred Stock, amount | $ (11,702) | $ 3,901 | 7,801 | ||
Issuance of common stock upon conversion of Series I Preferred Stock, shares | (1,170,204) | 390,068 | |||
Issuance of common stock upon conversion of Series J Preferred Stock, amount | $ (16) | $ 5,379 | (5,363) | ||
Issuance of common stock upon conversion of Series J Preferred Stock, shares | (1,614) | 537,874 | |||
Issuance of common stock upon conversion of Series K Preferred Stock, amount | $ (19) | $ 617 | (598) | ||
Issuance of common stock upon conversion of Series K Preferred Stock, shares | (1,850) | 61,667 | |||
Preferred Stock exchange – Series F, amount | $ (6,653) | (6,653) | |||
Preferred Stock exchange – Series F, shares | (665,281) | ||||
Preferred Stock exchange – Series G, amount | $ (10,000) | (10,000) | |||
Preferred Stock exchange – Series G, shares | (1,000,000) | ||||
Preferred Stock exchange – Series H, amount | $ (9) | (9) | |||
Preferred Stock exchange – Series H, shares | (850) | ||||
Preferred Stock exchange – Series L, amount | $ 580 | 16,082 | 16,662 | ||
Preferred Stock exchange – Series L, shares | 58,000 | ||||
Common stock issued upon vesting of restricted stock units in April, July and August of 2016, net of payroll taxes, amount | $ 342 | (342) | |||
Common stock issued upon vesting of restricted stock units in April, July and August of 2016, net of payroll taxes, shares | 34,248 | ||||
Stock-based compensation | 6,846,931 | 6,846,931 | |||
Net loss | (19,020,679) | (19,020,679) | |||
Ending balance at Dec. 31, 2017 | $ 9,978 | $ 68,629 | $ 112,105,470 | $ (111,053,637) | $ 1,130,440 |
Ending balance (in shares) at Dec. 31, 2017 | 997,820 | 6,862,928 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | ||
Net loss | $ (19,020,679) | $ (17,660,483) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 159,842 | 96,553 |
Stock-based compensation | 6,846,931 | 4,403,278 |
Issuance of restricted common stock for services | 553,284 | 164,000 |
Amortization and accretion related to notes payable | 393,829 | 413,676 |
Increase (decrease) in operating assets and liabilities: | ||
Grant receivable | 0 | 757,562 |
Prepaid expenses and other | 25,980 | 340,187 |
Accounts payable | (46,999) | (1,898,520) |
Accrued clinical operations and site costs | 450,560 | 827,600 |
Accrued compensation | (458,917) | 207,837 |
Other accrued expenses | 100,658 | (15,101) |
Net cash used in operating activities | (10,995,511) | (12,363,411) |
Investing activities | ||
Purchases of property and equipment | (21,072) | (563,196) |
Net cash used in investing activities | (21,072) | (563,196) |
Financing activities | ||
Principal payments on financed insurance policies | (80,087) | (167,597) |
Principal payments on capital lease | (16,403) | (10,540) |
Principal payments on bank loan | (1,388,889) | 0 |
Purchase of vested employee stock in connection with tax withholding obligation | 0 | (177,823) |
Cash receipts from bank loan, net of financing costs | 0 | 4,610,324 |
Proceeds from issuance of common stock and Series F Preferred Stock, net of costs, August 2016 | 0 | 8,567,448 |
Proceeds from issuance of Series H Preferred Stock, net of costs, May 2017 | 820,571 | 0 |
Proceeds from issuance of common stock and Series G Preferred Stock, net of costs, May 2017 | 3,683,783 | 0 |
Proceeds from issuance of common stock, net of costs, August 2017 | 125,000 | 0 |
Proceeds from issuance of Series J Preferred Stock, net of costs, August 2017 | 1,189,417 | 0 |
Proceeds from issuance of common stock, net of costs, September 2017 | 1,857,361 | 0 |
Proceeds from issuance of common stock, net of costs, September 2017 | 1,236,000 | 0 |
Proceeds from issuance of common stock, net of costs, October 2017 | 496,250 | 0 |
Net cash provided by financing activities | 7,923,003 | 12,821,812 |
Net change in cash and cash equivalents | (3,093,580) | (104,795) |
Cash and cash equivalents at beginning of year | 3,979,290 | 4,084,085 |
Cash and cash equivalents at end of year | 885,710 | 3,979,290 |
Supplemental disclosure: | ||
Cash paid during the year for income taxes | 1,600 | 1,600 |
Cash paid during the year for interest on term note | 568,852 | 532,436 |
Supplemental disclosures of non-cash investing and financing information: | ||
Purchase of equipment accrued in accounts payable | 0 | 33,934 |
Fair value of warrants issued | 0 | 607,338 |
Fair value of repricing of warrants issued in previous financing | 19,413 | 0 |
Conversion of Series D preferred stock to common stock | 3,981 | 2,658 |
Conversion of Series I preferred stock to common stock | 3,901 | 0 |
Conversion of Series J preferred stock to common stock | 5,379 | 0 |
Conversion of Series K preferred stock to common stock | 617 | 0 |
Exchange preferred stock Series F for Series L | 6,653 | 0 |
Exchange preferred stock Series G for Series L | 10,000 | 0 |
Exchange preferred stock Series H for Series L | 9 | 0 |
Exchange preferred stock Series L for Series F, Series G and Series H | 580 | 0 |
Deemed dividends on May 2017 inducement shares | 5,220,000 | 0 |
Deemed dividends on August 2017 inducement shares | 3,120,000 | 0 |
Deemed dividends on preferred stock exchange | 5,411,284 | 0 |
Capital lease in connection with purchase of equipment | $ 0 | $ 95,657 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
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 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. On February 14, 2018, we filed a certificate of amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate a reverse stock split of our issued and outstanding common stock on a 1-for-3 basis, effective on February 16, 2018, (the “Continued Listing Reverse Split”). The Continued Listing Reverse Split was effective with The NASDAQ Capital Market on the opening of trading on February 16, 2018. 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 Continued Listing Reverse 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, issuance of common stock for services, 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, unless revenues can be generated from potential license and/or partnering arrangements, of which there can be no assurance of achieving. The Company will not receive substantial revenue unless the Company enters into one or more significant license agreements and collaborative partnerships that generate upfront and milestone payments related to potential licenses and product development activities, including completion of clinical trials, obtaining regulatory approvals and successfully commercializing one or more products. 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 $19,020,679, net cash used in operating activities of $10,995,511 and net cash used in investing activities of $21,072 for the year ended December 31, 2017. As of December 31, 2017, the Company had $885,710 in cash and cash equivalents and an accumulated deficit of $111,053,637. The Company has been able to achieve several financing transactions that in the aggregate have been able to sustain the Company’s operations for periods not exceeding one year for any one financing during the last few years, resulting in the consolidated financial statements being prepared on the going concern basis. Terms of financing from investors have caused substantial dilution in the Company, which could continue to be dilutive in the future without other forms of non-dilutive financing transactions such as through licensing our technology and other strategic transactions. Since July 8, 2014, we have been subject to restrictions on financing and other material transactions of the Company that require the consent of either a holder of preferred stock or the Lead Investor. Additionally, we granted the Lead Investor in the May 2017 Public Offering the May 2017 Consent Right to approve future (i) issuances of our securities, (ii) equity or debt financings and (iii) sales of any development product assets currently held by us, subject to certain exceptions, if such securities are sold at price below $7.50 per share and for as long as the Lead Investor in the offering holds 50% or more of the shares of Series G Preferred Stock purchased by the Lead Investor in the May 2017 Public Offering. On October 18, 2017, the Lead Investor exchanged the Series G Preferred Stock for Series L Preferred Stock, retaining the May 2017 Consent Right. All other prior consent rights of the Lead Investor have been superseded by the May 2017 Consent Right. The financings in 2016 and 2017 are summarized below and described in more detail along with details of letter agreements with the Lead Investor in Note 7, “Convertible Preferred Stock, Common Stock and Warrants.” 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 March 31, 2017, we and Oxford Finance, LLC, signed a First Amendment to the Loan Agreement (the “Amendment”), providing that the payment of principal of $138,889 on the January 2016 Term Loan that otherwise would have been due on the Amortization Date of April 1, 2017, will be due and payable on May 1, 2017 along with any other payment of principal due on May 1, 2017. We were obligated to pay a fully earned and non-refundable amendment fee of $15,000 to Oxford Finance LLC. On May 1, 2017, we paid the principal that was due on May 1, 2017, along with the $15,000 amendment fee. On August 22, 2016, we closed a public offering of 432,346 shares of common stock and 665,281 shares of Series F Preferred Stock, and warrants to purchase 654,107 shares of common stock at $16.65 per share and warrants to purchase 654,107 shares of common stock at $18.87 per share, at an offering price of $14.43 per share (the “August 2016 Public Offering”). For every one one-third share of common stock or Series F Preferred Stock sold, we issued one warrant to purchase one share of common stock at $16.65 per share and one warrant to purchase one share of common stock at $18.87 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. On May 3, 2017, we sold 850 shares of Series H Preferred Stock, . On May 19, 2017, we closed a public offering of 447,620 shares of common stock and 1,000,000 shares of newly designated Series G Preferred Stock, at $5.25 per share of common stock and $1.75 per share of Series G Preferred Stock, which we refer to as the “May 2017 Public Offering”. The Series G Preferred Stock is initially convertible into 333,334 shares of common stock, subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events, to certain existing investors in the offering who, as a result of their purchases of common stock, would hold in excess of 4.99% of our issued and outstanding common stock, and elect to receive shares of our Series G Preferred Stock. We received $4,100,000 in gross proceeds, before underwriting discounts and commissions and offering expenses of $416,217. This Offering is described in more detail in Note 5, Convertible Preferred Stock, Common Stock and Warrants of the Notes to Consolidated Financial Statements. On July 27, 2017, we entered into a subscription agreement with an accredited investor pursuant to which we agreed to sell 50,715 restricted shares of common stock for $125,000. As part of the July 2017 Private Placement, the Company agreed to reprice the investor’s warrant to purchase 75,075 shares of common stock from $33.30 to $6.00 per warrant share and remove the cashless exercise feature. The transaction closed on August 2, 2017. The impact of repricing the warrants to $6.00 a share, which took effect on August 2, 2017, was immaterial, as the stock price on the date of the closing of the transaction was $2.10 and the warrants at $6.00 a share, and expired on October 10, 2017, unexercised. On August 11, 2017, we entered into securities purchase agreements to sell 2,386.36 shares of Series J Preferred Stock with a stated value of $550 per share. The Series J Preferred Stock is convertible into common stock at $1.65 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events and was purchased by the Prior Investors. The total amount of the securities purchase agreements amounted to approximately $1,312,500, before offering expenses of $123,083. The Certificate of Designation for the Series J Preferred Stock includes a 4.99% beneficial ownership conversion blocker, a 19.99% blocker provision to comply with The NASDAQ Capital Market rules until stockholders have approved any or all shares of common stock issuable upon conversion of the Series J Preferred Stock, which was approved at the October 2017 Special Meeting, and a 125% liquidation preference. All shares of the Company’s capital stock will be junior in rank to the Series J Preferred Stock at the time of creation, 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, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, and Series I Preferred Stock. On September 11, 2017, On September 22, 2017, we entered into a subscription agreement with select accredited investors relating to the Company’s registered direct offering, issuance and sale of 672,043 shares of the Company’s common stock, $0.01 par value per share. The purchase price per share was $1.86. The total amount of the subscription agreements amounted to $1,250,000, before estimated expenses of $14,000. On October 10, 2017, the Company entered into additional subscription agreements with select accredited investors relating to the Company’s registered direct offering, issuance and sale of 256,410 shares of the Company’s common stock. The purchase price per share was $1.95. We received $500,000 in gross proceeds, before offering expenses totaling approximately $3,750. The offering closed on October 11, 2017. 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. Further, to extend availability of existing cash available for our programs for achieving milestones or a strategic transaction, in mid-2017 we cut personnel from 25 full time people to 11, and reduced other operating expenses following the completion of two Phase Ia clinical trials of our lead antibody HuMab 5B1, which has enabled us to reduce our expenditures on clinical trials. We plan to continue spending on Phase I clinical trials of MVT-5873 in combination with a chemotherapy agent and MVT-1075 as a radioimmunotherapy agent for the treatment of various cancers, preclinical testing of follow-on antibody candidates, investor and public relations, SEC compliance efforts, and the general and administrative expenses associated with each of these activities. There can be no assurance that we will be able to achieve a license and earn revenues large enough to offset our operating expenses, as discussed further in Management’s Discussion and Analysis of Financial Condition and Results of Operations. We cannot be sure that licensing agreements can be signed in a timely manner, if any, or that capital funding will be available on reasonable terms, or at all. If we are unable to secure significant licensing agreements and adequate additional funding, we may be forced to make additional reductions in spending, incur further cutbacks in personnel, 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. We anticipate that the Company will continue to incur net losses into the foreseeable future as we: (i) continue our clinical trial for the development of MVT1075 as a radioimmunotherapy, (ii) continue our clinical trial of MVT-5873 in combination with gemcitabine and nab-paclitaxal in first line therapy for the treatment of patients newly diagnosed with pancreatic cancer, and (iii) continue operations as a public company. Based on receipt of $9.4 million net of transaction costs in 2017, and $2.7 million net of transaction costs in February 2018, and without any other additional funding or receipt of payments from potential licensing agreements, we expect we will have sufficient funds to meet our obligations through April 2018. These conditions give rise to substantial doubt as to the Company’s ability to continue as a going concern. Any of these actions could materially harm the Company’s business, results of operations, and prospects. 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. 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, 2017 | |
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, or 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. 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, 2017, cash and cash equivalents exceeded federally insured limits by approximately $0.6 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. 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, 2017 and 2016. 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, 2017, and 2016, 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, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which contains new accounting literature relating to how and when a company recognizes revenue. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. ASU 2014-09 is effective for the Company’s fiscal year beginning January 1, 2018, which reflects a one-year deferral approved by the FASB in July 2015, and will be adopted by the Company beginning January 1, 2018. 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. The adoption of this new standard did not have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic326): Measurement of Credit Losses on Financial Instruments. This ASU requires instruments measured at amortized cost to be presented at the net amount expected to be collected. Entities are also required to record allowances for available-for-sale debt securities rather than reduce the carrying amount. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. 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 expect the adoption of this new standard will not have a material impact on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . In January 2017, the FASB issued ASU No. 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments—Equity Method and Joint Ventures (Topic 323).” This ASU amends the disclosure requirements for ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606); ASU No. 2016-02, Leases (Topic 842); and ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU states that if a registrant does not know or cannot reasonably estimate the impact that the adoption of the above ASUs is expected to have on the financial statements, then in addition to making a statement to that effect, the registrant should consider additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact that the standard will have on the financial statements of the registrant when adopted. This ASU was effective upon issuance. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This ASU eliminates Step 2 from the goodwill impairment test. Instead, an entity should recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. This ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Management believes that any other recently issued, but not yet effective, accounting standards if currently adopted would not have a material effect on the accompanying consolidated financial statements. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment consisted of the following as of December 31, 2017 and 2016: December 31, 2017 2016 Furniture and fixtures $ 51,909 $ 51,909 Office equipment 52,547 52,547 Lab equipment 909,589 894,942 Capital lease equipment 90,952 95,657 Leasehold improvement 55,949 59,555 1,160,946 1,154,610 Less accumulated depreciation and amortization (582,740 ) (422,898 ) Totals $ 578,206 $ 731,712 Depreciation expense for the years ended December 31, 2017 and 2016 was $159,842 and $96,553, respectively. |
Reverse Stock Split
Reverse Stock Split | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Reverse Stock Split | Listing Reverse Split Continued Listing Reverse Split |
Notes Payable, Net
Notes Payable, Net | 12 Months Ended |
Dec. 31, 2017 | |
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 a warrant to purchase 75,076 shares of common stock purchase warrants to Oxford Finance LLC with an exercise price of $16.65 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, 2017. The Company recorded interest expense related to the term loan of $929,106 for the year ended December 31, 2017. 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 12.8%. As of December 31, 2017, the Company has one insurance premium note outstanding with a balance totaling $15,210, which matures in April 2018. This note bears interest at a rate of 6.7% per annum, and the monthly payments are $3,855. Future principal payments under the Loan Agreement and insurance premium note as of December 31, 2017 are as follows: Years ending December 31: 2018 $ 1,681,888 2019 1,666,667 2020 277,778 Notes payable, balance as of December 31, 2017 3,626,333 Unamortized discount on notes payable (322,974 ) Notes payable, net, balance as of December 31, 2017 3,303,359 Current portion of notes payable, net (1,681,876 ) Long-term portion of notes payable, net $ 1,621,483 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock, Convertible Preferred Stock, Common Stock and Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock, Common Stock and Warrants | At December 31, 2017 and 2016, there were no financial instruments requiring fair value measurement. Dividends on Preferred Stock Since the Company’s inception, no dividends were ever declared or paid by the Company’s Board of Directors. Conversion of Preferred Stock into Common Stock During 2017 holders of Series D Preferred Stock converted 88,384 shares into 398,131 shares of common stock, holders of Series I Preferred Stock converted 1,170,204 shares into 390,068 shares of common stock, holders of Series J Preferred Stock converted 1,614 shares into 537,874 shares of common stock and holders of Series K Preferred Stock converted 1,850 shares into 61,667 shares of common stock. Exchange of Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock into Series L Preferred Stock On October 18, 2017, we entered into exchange agreements (each, an “Exchange Agreement” and collectively, the “Exchange Agreements”) with the holders of all of the Company’s outstanding shares of Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock, pursuant to which 665,281 shares of Series F Preferred Stock, 1,000,000 shares of Series G Preferred Stock and 850 shares of Series H Preferred Stock were exchanged for 58,000 newly authorized shares of Series L Preferred Stock convertible into 3,222,223 shares of common stock (the “Conversion Shares”). In connection with the Exchange Agreement the Company became obligated to schedule and hold a special meeting of the stockholders of the Company within 60 days of the date of signing the Exchange Agreement, at which time the Company shall present to its stockholders a proposal for approval of the potential issuance of up to an aggregate of 3,222,223 shares of common stock, in excess of 19.99% of the number of shares of common stock that were issued and outstanding on October 17, 2017, upon the conversion of 58,000 shares of the Series L Preferred Stock issued to the holders pursuant to the Exchange Agreements. On December 1, 2017, the stockholders approved the number of shares underlying the Series L Preferred Stock upon conversion. On December 21, 2017, following the completion of the exchange of Series L Preferred Stock for all outstanding Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock and related documentation, The Company filed with the Secretary of State of the State of Delaware a Certificates of Elimination eliminating from its Amended and Restated Certificate of Incorporation the designation of shares of its preferred stock as Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock. As a result, all shares of preferred stock previously designated as Series F, Series G and Series H Preferred Stock were eliminated and returned to the status of authorized but unissued shares of preferred stock, without designation. Series D Preferred Stock As of December 31, 2017 and 2016, there were 44,104 and 132,489 shares of Series D Preferred Stock issued and outstanding, respectively. Shares outstanding as of December 31, 2017 and 2016 were convertible into 198,667 and 596,798 shares of common stock, respectively. 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 4.5045 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, 2017, and 2016, there were 33,333 shares of Series E Preferred Stock issued and outstanding, convertible into 173,251 shares of common stock. 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 $16.65 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 $16.65 per share was reduced to $14.43 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 173,251 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 $14.43 per share by the Company. Series F Preferred Stock As of December 31, 2017, and 2016, there were no shares and 665,281 shares, respectively, of Series F Preferred Stock issued and outstanding. Shares outstanding as of December 31, 2016 were convertible into 221,761 shares of common stock. These shares were exchanged for Series L Preferred Stock in connection with the Exchange Agreement. 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 were 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 $14.43 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 was entitled to a per share preferential payment equal to the par value. All shares of the Company’s capital stock were 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 were entitled to receive dividends if and when declared by our Board of Directors. The Series F Preferred Stock had the ability to participate on an “as converted” basis, with all dividends declared on the Company’s common stock. In addition, if we had granted, issued or sold any rights to purchase our securities pro rata to all our record holders of our common stock, each holder was 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 were 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 was entitled to vote on all matters submitted to stockholders of the Company and would have had 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. Series G Preferred Stock As of December 31, 2017, and 2016, there were no shares of our Series G Preferred Stock issued and outstanding. On May 19, 2017, we closed a public offering of 1,000,000 shares of newly designated 0% Series G Convertible Preferred stock; however, on October 17, 2017, these shares were exchanged for our Series L Preferred Stock in connection with the Exchange Agreement. Pursuant to a Series G Preferred Stock Certificate of Designations, on May 15, 2017, we designated 5,000,000 shares of our blank check preferred stock as Series G Preferred Stock, par value of $0.01 per share. The shares of Series G Preferred Stock were convertible into shares of common stock based on a conversion calculation equal to the stated value of the of such Series G Preferred Stock, plus all accrued and unpaid dividends, if any, on such Series G Preferred Stock, as of such date of determination, divided by the conversion price. The stated value of each share of Series G Preferred Stock is $1.75 and the initial conversion price is $5.25 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. The holder of a majority of the Series G Preferred Stock had the right to nominate a candidate for the Board, such right to expire on December 31, 2017. In the event of a liquidation, dissolution or winding up of the Company, each share of Series G Preferred Stock was entitled to a per share preferential payment equal to the par value. All shares of our capital stock were junior in rank to Series G 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, Series E Preferred Stock and Series F Preferred Stock. The holders of Series G Preferred Stock were entitled to receive dividends if and when declared by our Board of Directors. The Series G Preferred Stock were entitled to participate on an “as converted” basis, with all dividends declared on our common stock. In addition, if we had granted, issued or sold any rights to purchase our securities pro rata to all our record holders of our common stock, each holder was 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 G Preferred Stock then held. We were prohibited from effecting a conversion of the Series G 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 G Preferred Stock, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Each holder was entitled to vote on all matters submitted to stockholders of the Company and would have had the number of votes equal to the number of shares of common stock issuable upon conversion of such holder’s Series G Preferred Stock, but not in excess of the beneficial ownership limitations. Series H Preferred Stock As of December 31, 2017 and 2016, there were no shares of our Series H Preferred Stock issued and outstanding. On May 3, 2017 we closed a private placement of 850 shares; however, these shares were exchanged for our Series L Preferred Stock in connection with the Exchange Agreement. Pursuant to a Series H Preferred Stock Certificate of Designations, on May 3, 2017, we designated 2,000 shares of our blank check preferred stock as Series H Preferred Stock, par value of $0.01 per share. The shares of Series H Preferred Stock were convertible into shares of common stock based on a conversion calculation equal to the stated value of the Series H Preferred Stock, plus the base amount, if any, on such Series H Preferred Stock, as of such date of determination, divided by the conversion price. The stated value of each share of Series H Preferred Stock was $1,000 and the initial conversion price was $5.25 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 H Preferred Stock was entitled to a per share preferential payment equal to the base amount. All shares of our capital stock were junior in rank to Series H Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company other than Series A through G Preferred Stock. The holders of Series H Preferred Stock were entitled to receive dividends if and when declared by our Board of Directors. The Series H Preferred Stock holders were entitled to participate on an “as converted” basis, with all dividends declared on our common stock. In addition, if we granted, issued or sold any rights to purchase our securities pro rata to all our record holders of our common stock, each holder was 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 H Preferred Stock then held. We were prohibited from effecting a conversion of the Series H 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 H Preferred Stock, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Each holder was entitled to vote on all matters submitted to stockholders of the Company, and would have had the number of votes equal to the number of shares of common stock issuable upon conversion of such holder’s Series H Preferred Stock, but not in excess of the beneficial ownership limitations. Series I Preferred Stock As of December 31, 2017 and 2016, there were 798,460 and no shares of our Series I convertible preferred stock (the “Series I Preferred Stock”) issued and outstanding and convertible into 266,154 and no shares of our common stock, respectively. I Preferred Stock Certificate of Designations, on May 26, 2017, we designated 1,968,664 shares of our blank check preferred stock as Series I Preferred Stock, par value of $0.01 per share. Each share of Series I 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 I Preferred Stock will be entitled to a per share preferential payment equal to the stated value. Each share of Series I Preferred Stock is convertible into one-third share 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 I Preferred Stock to the extent that, as a result of such conversion, the holder beneficially owns 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 conversion of the Series I Preferred Stock (the “Beneficial Ownership Limitation”), which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Each share of Series I 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 I Preferred Stock entitles the holder to cast such number of votes equal to the number of shares of Common Stock such shares of Series I Preferred Stock are convertible into at such time, but not in excess of the Beneficial Ownership Limitation. Series J Preferred Stock As of December 31, 2017, and December 31, 2016, there were 773 and no shares of our Series J Preferred Stock issued and outstanding and convertible into 257,577 and no shares of our common stock, respectively. On August 14, 2017, the Company filed a Certificate of Designations, Preferences and Rights of the 0% Series J Convertible Preferred Stock with the Delaware Secretary of State, designating 3,400 shares of preferred stock as Series J Preferred Stock. The shares of Series J Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of the Series J Preferred Stock, plus all accrued and unpaid dividends, if any, on such Series J Preferred Stock, as of such date of determination, divided by the conversion price. The stated value of each share of Series J Preferred Stock is $550 and the initial conversion price is $1.65 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. For so long as the holder has Series J Preferred Stock, if the Company sells, or is deemed to have sold, common stock, or common equivalent shares, for consideration per share less than the conversion price in effect immediately prior to the issuance (the “Lower Issuance Price”), then the conversion price in effect immediately prior to such issuance will be adjusted to the Lower Issuance Price, provided however the Lower Issuance Price shall not be less than $0.03. The holders of Series J Preferred Stock will be entitled to receive dividends if and when declared by our Board of Directors. The Series J Preferred Stock shall participate on an “as converted” basis, with all dividends declared on our 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 J Preferred Stock then held. We are prohibited from effecting a conversion of the Series J 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 J 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 J Preferred Stock, substituting the consolidated closing bid price of the common stock on August 10, 2017 for the then-applicable conversion price, and not in excess of the beneficial ownership limitations. The Company shall not be obligated to issue any shares of common stock upon conversion of the Series J Preferred Stock, and the holder of any shares of Series J Preferred Stock shall not have the right to receive upon conversion of any shares of the Series J Preferred Stock if the issuance of such shares of common stock would exceed the aggregate number of shares of common stock which the Company may issue upon conversion of the Series J Preferred Stock without breaching the Company's obligations under the rules or regulations of The NASDAQ Capital Market, which aggregate number equals 19.99% of the number of shares outstanding on the closing date, except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as required by the applicable rules of The NASDAQ Capital Market for issuances of common stock in excess of such amount. Such approval was obtained in October 2017. Holders of Series J Preferred Stock will be entitled to a preferential payment of cash per share equal to the greater of 125% of the base amount on the date of payment or the amount per share had the holders converted such preferred shares immediately prior to the date of payment upon the liquidation, dissolution or winding up of the affairs of the Company, or a consolidation or merger of the Company with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Company, or the effectuation by the Company of a transaction or series of transactions in which more than 50% of the voting shares of the Company is disposed of or conveyed. Series K Preferred Stock As of December 31, 2017 and 2016, there were 63,150 and no shares, respectively, of our Series K convertible preferred stock (“Series K Preferred Stock”) issued and outstanding and convertible into 2,105,000 and no shares of our common stock, respectively. On August 14, 2017, the Company filed a Certificate of Designations, Preferences and Rights of the Series K Convertible Preferred Stock with the Delaware Secretary of State, designating 65,000 shares of preferred stock as Series K Preferred Stock. The shares of Series K Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of the Series K Preferred Stock divided by the conversion price. The stated value of each share of Series K Preferred Stock is $0.01 and the initial conversion price is $0.0003 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. The holders of Series K Preferred Stock will be entitled to receive dividends if and when declared by our Board of Directors. The Series K Preferred Stock shall participate on an “as converted” basis, with all dividends declared on our 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 K Preferred Stock then held. We are prohibited from effecting any conversion of the Series K Preferred Stock if the Company has not obtained shareholder approval for the full conversion of the Series J Preferred Stock and Series K Preferred Stock in accordance with the rules of The NASDAQ Capital Market or 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 K 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 K Preferred Stock, substituting the consolidated closing bid price of the common stock on August 10, 2017 for the then-applicable conversion price, and not in excess of the beneficial ownership limitations. Such approval was obtained in October 2017. Series L Preferred Stock As of December 31, 2017 and 2016, there were 58,000 and no shares of our Series L Preferred Stock issued and outstanding and convertible into 3,222,223 and no shares of our common stock, respectively. On October 16, 2017, we filed a Certificate of Designations, Preferences and Rights of the 0% Series L Convertible Preferred Stock (the "Series L Certificate of Designation") with the Delaware Secretary of State, designating 58,000 shares of preferred stock as Series L Preferred Stock. On October 18, 2017, we filed a Certificate of Correction to the Series L Certificate of Designation to include a sentence that was inadvertently omitted. The shares of Series L Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of the Series L Preferred Stock, plus all accrued and unpaid dividends, if any, on such Series L Preferred Stock, as of such date of determination, divided by the conversion price. The stated value of each share of Series L Preferred Stock is $100 and the initial conversion price is $1.80 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. The holders of Series L Preferred Stock will be entitled to receive dividends if and when declared by our Board of Directors. The Series L Preferred Stock shall participate on an “as converted” basis, with all dividends declared on our common stock. In addition, if the Company grants, issues or sells any rights to purchase its securities pro rata to all record holders of 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 L Preferred Stock then held. We are prohibited from effecting a conversion of the Series L Preferred Stock if the Company has not obtained stockholder approval for the full conversion of the Series L Preferred Stock in accordance with the rules of The NASDAQ Capital Market or 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 L 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 L Preferred Stock, substituting the consolidated closing bid price of the common stock on October 13, 2017, for the then-applicable conversion price, and not in excess of the beneficial ownership limitations or limitations required by the rules and regulations of The NASDAQ Capital Market. Holders of Series L Preferred Stock will be entitled to a preferential payment of cash per share equal to the greater of 100% of the base amount representing the sum of the stated value and any unpaid dividends, or the Base Amount, on the date of payment or the amount per share had the holders converted such preferred shares immediately prior to the date of payment upon the liquidation, dissolution or winding up of the affairs of the Company, or a consolidation or merger of the Company with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Company, or the effectuation by the Company of a transaction or series of transactions in which more than 50% of the voting shares of the Company is disposed of or conveyed. Warrants Issued in Connection with April 2015 Private Placement As of December 31, 2017, there were no warrants outstanding in connection with the April 2015 Private Placement as all of the warrants expired on October 10, 2017. As of December 31, 2016, there were warrants outstanding to purchase 268,454 shares of common stock at $33.30 per share. The warrants priced at $33.30 and $6.00 per share were remaining from our private offering in March and April 2015 (the “April 2015 Private Placement”) in which we sold $8,546,348 worth of units (the “Units”), net of $668,150 in issuance costs, of which $2,500,000 of the Units consisted of Series E Preferred Stock and the balance consisted of 553,424 shares of common stock, together with warrants to all investors to purchase 351,787 shares of common stock at $33.30 per share. Each Unit was sold at a purchase price of $16.65 per Unit. OPKO Health, Inc., the lead investor in the April 2015 Private Placement, purchased $2,500,000 worth of Units consisting all the shares of the Series E Preferred Stock. In connection with the May 2017 Public Offering, the Company had agreed to amend the terms of a portion of the outstanding warrants, or warrants to purchase 108,108 shares of common stock that had an exercise price of $33.30 per share, such that the amended warrants shall have an exercise price of $6.00 per share and no cashless exercise feature, for those investors who made a certain minimum required investment to qualify for repricing. After the repricing, the stock price never reached above $6.00 in order for the warrants to be exercised prior to the expiration date of October 10, 2017. Warrants Issued in Connection with October 2015 Public Offering As of December 31, 2017 and 2016, there were warrants outstanding to purchase 56,307 shares of common stock at $29.31 per share in connection with a public offering on October 5, 2015. The warrants at $29.31 per share were issued in connection with our public offering on October 5, 2015, which consisted of 112,613 shares of common stock and warrants to purchase 56,307 shares of common stock, at an offering price of $2.71 per share. For every two |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | On April 1, 2016, the Company entered into a two-year consulting agreement with Jeffrey Ravetch, M.D., Ph.D., a Board member at the time, 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 paid quarterly thereafter beginning January 1, 2017. On November 3, 2016, the Company granted 5,834 stock options at an exercise price of $11.25 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. Dr. Ravetch resigned from the Board on August 3, 2017, although he continued under the consulting agreement subsequent to his resignation. On May 19, 2017, the Company granted each director, other than J. David Hansen, Jeffrey Ravetch, a Board member at the time, and Philip Livingston, 16,667 options at market price, $5.40 on May 19, 2017, with immediate vesting for their continuing service to the Company, in exchange for giving up their Board fees for the remainder of the year. J. David Hansen and Jeffrey Ravetch were each granted 166,667 options and Philip Livingston was granted 16,667 options each at $6.00 exercise price per share with immediate vesting and no performance obligations. Options granted to J. David Hansen, CEO and Philip Livingston were granted as a condition of the May 2017 financing transaction. The 150,000 options granted to Dr. Ravetch in addition to the 16,667 options granted to other non-employee members of the Company’s Board of Directors were in recognition of the additional value provided by Dr. Ravetch as a scientific expert. During the year ended December 31, 2017, the Company recorded $1,480,089 in stock-based compensation expense in general and administration expenses, related to these grants. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
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 2,951 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 7,023. 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 15,831 shares, 6,847 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 7,121 to 376,613 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) 360,361 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) 10,316; and (iii) an amount determined by the Board. ● Provision that no more than 135,136 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 376,613 to 402,769 shares of common stock, under the annual evergreen provision for the Plan. On January 1, 2017, the Board of Directors ratified an automatic increase in the number of shares reserved for issuance under the Plan, effective January 1, 2017, increasing the total shares reserved from 402,769 to 719,784 shares of common stock, under the annual evergreen provision for the Plan, plus a fixed amount of 10,315. On June 12, 2017, the Company’s stockholders at its annual meeting approved a proposal to increase the number of shares reserved for issuance under the Plan, increasing the total shares reserved under the Plan from 709,469 (including the fixed amount of 10,315) to 1,376,136, and increasing the number of shares that may be granted to any participant in any fiscal year to 300,000, from 135,136. On October 2, 2017, in a special meeting of stockholders, the Company received approval of the Fifth Amended and Restated MabVax Therapeutics Holdings, Inc. 2014 Employee, Director and Consultant Equity Incentive Plan (the “Plan”), including an increase in the shares of common stock reserved for issuance under the Plan from 1,376,136 to 2,042,802 shares. On December 1, 2017, in a special meeting of stockholders, the Company received approval to increase the number of shares reserved for issuance under the Plan, increasing the total shares reserved under the Plan from 2,042,802 to 3,376,136. Stock-based Compensation Total estimated stock-based compensation expense, related the Company’s stock-based payment awards recognized under ASC 718, “Compensation—Stock Compensation” and ASC 505, “Equity,” Years Ended December 31, 2017 2016 Research and development $ 1,570,809 $ 1,192,126 General and administrative 5,276,122 3,211,152 Total stock-based compensation expense $ 6,846,931 $ 4,403,278 Stock-based Award Activity The following table summarizes the Company’s stock option activity for the years ended December 31, 2017 and 2016: Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2015 141,910 $ 51.90 Granted 149,871 15.39 Exercised — — Forfeited/cancelled/expired (7,936 ) Outstanding and expected to vest at December 31, 2016 283,845 $ 32.84 Granted 715,588 7.00 Exercised — — Forfeited/cancelled/expired (45,496 ) 22.02 Outstanding and expected to vest at December 31, 2017 953,937 $ 13.97 Vested and exercisable at December 31, 2017 605,822 $ 13.37 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 149,871 options to its directors, officers, employees with a weighted average exercise price of $15.39 and vesting over a three-year period with vesting starting at the one-year anniversary of the grant date. During 2017, the Company granted 715,588 options to its directors, officers, employees with a weighted average exercise price of $7.00 and vesting over a three-year period with vesting starting at the one-year anniversary of the grant date except for the 433,334 options issued to the Company’s directors and officers in May 2017 which were fully vested upon issuance. The total unrecognized compensation cost related to unvested stock option grants as of December 31, 2017 was $1,932,026 and the weighted average period over which these grants are expected to vest is 1.6 years. The Company has elected to account for forfeitures as they occur and reverse compensation cost as forfeitures occur. The weighted average remaining contractual life of stock options outstanding at December 31, 2017 and 2016 is 8.90 years and 8.82 years, respectively. A summary of activity related to restricted stock grants under the Plan for the years December 31, 2017 and 2016 is presented below: Shares Weighted Average Grant-Date Fair Value Non-vested at December 31, 2015 103,646 $ 50.54 Granted — — Vested (35,155 ) 50.54 Forfeited — — Non-vested at December 31, 2016 68,491 50.54 Granted 840,222 1.89 Vested (34,252 ) Forfeited (42,235 ) 2.10 Non-vested at December 31, 2017 832,226 $ 3.88 There were no shares of restricted stock issued during the year ended 2016; however, 35,155 restricted stock units have vested relating to restricted stock units granted in 2015 to directors, officers, employees and consultants. During 2017, 34,252 shares of restricted stock units vested upon the one-year anniversary of restricted stock units granted to the Company’s directors and officers. Accordingly, 21,464 shares were issued and the Company withheld 11,283 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 July and August of 2016, 2,403 shares were issued to outside consultants upon vesting of previously issued restricted stock units. As of December 31, 2016, there were 68,491 non-vested restricted stock units remaining outstanding. During the year ended December 31, 2017, 840,222 shares of restricted stock units were issued to directors, officers, employees and consultants which will vest in January 2018 and 34,252 restricted share units have vested relating to restricted stock units granted in 2015 to directors, officers, employees and consultants. As of December 31, 2017, there were 832,226 non-vested restricted stock units remaining outstanding. During the year ended December 31, 2017, the Company has recognized $1,381,969 in stock based compensation expense related to restricted stock units. As of December 31, 2017, and 2016, unamortized compensation expense related to restricted stock grants amounted to $530,232 and $2,214,859, which is expected to be recognized over a weighted average period of .02 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, 2017 2016 Risk-free interest rate 1.5 to 2.0 % 0.9 to 1.4 % Dividend yield 0% 0% Expected volatility 73 to 85% 71 to 86% Expected life of options, in years 1.61 to 6.0 1.61 and 6.0 Weighted average grant date fair value $ 1.53 $ 3.16 Because the Company had a net operating loss carryforward as of December 31, 2017 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 no stock option exercises in the corresponding period of 2017. Management Bonus Plan and Compensation for Non-Employee Directors On February 16, 2016, our Compensation Committee approved a new management bonus plan outlining maximum target bonuses of the base salaries of certain of our executive officers. Under the terms of this 2016 management bonus 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 2,253 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 8,334 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 5,834 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. On February 6, 2017, 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 10,000 shares of the Company's common stock, under the 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 6,667 shares of the Company's Common Stock, under the Plan with 1-year vesting and a strike price equal the closing price of the Company's common stock on the date of the annual meeting. Effective with the Company’s pay period ending August 10, 2017, and without changing their employment agreements dated July 1, 2017, several members of management volunteered to defer receiving portions of their salaries for the remainder of 2017. The voluntary deferral of cash payments was intended to help with the Company’s cash flow for the remainder of the year, with voluntary reductions by the management team committed to remain in effect until the earlier of completing a successful financing of at least $8.0 million, a business transaction that represents, or business transactions in the aggregate that represent, an amount of $10.0 million or greater, or the end of the year, whichever occurs first. On August 14, 2017, the Chairman of the Compensation Committee, acting on behalf of the Board of Directors sent a letter to each executive of the Company stating that the Board deems it in the best interests of the Company to request that the executive voluntarily defer a portion of his regular salary to help with cash flow of the Company, and that the employment agreements between the Company and each executive were being modified to reduce the terms of their employment agreements from three years to two years from the effective date of each applicable agreement. On August 16 and August 21, 2017, Paul Resnick, M.D. and Paul Maffuid, Ph.D., respectively, gave notice of good reason (as that term is defined in their employment agreements or “Good Reason”) for termination of their employment, primarily because of concerns of a potential permanent loss of salary and that nothing in writing had been provided as possible equity compensation. The Company cured each executive’s concerns within the 30-day cure period provided under their employment agreements, by reinstating the deferred salary for Dr. Resnick in one instance, and in granting restricted stock to all executives with vesting over time, as disclosed in the filings of Form 4s following approvals by the Board of Directors. Both executives rescinded their notices of good reason for termination on September 7, 2017, and the employment agreements with the Company remain unchanged. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following at December 31, 2017: Common stock reserved for conversion of preferred stock and warrants 6,645,559 Common stock options outstanding 953,937 Authorized for future grant or issuance under the Stock Plan 1,521,481 Unvested restricted stock 832,224 Total 9,953,201 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
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. The securities were antidilutive because the Company incurred a loss in both 2017 and 2016. Including the securities in the diluted net loss per share would have resulted in the loss per share being less than it would without including the securities. Years Ended December 31, 2017 2016 Stock options 953,937 283,845 Preferred stock 6,222,872 991,808 Unvested restricted stock 832,224 68,493 Warrants to purchase common stock 422,687 1,708,048 Total 8,431,720 3,052,194 |
Contracts and Agreements
Contracts and Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Contracts and Agreements | Memorial Sloan Kettering We have licensed from MSK the exclusive world-wide developmental and commercial rights to receive biological materials from vaccinated clinical trial participants enrolled in any of the clinical trials involving the vaccines licensed to us, allowing us to discover human monoclonal antibody-based therapeutics. MSK has issued patents or has pending patent applications on the vaccine antigen conjugates, mixtures of vaccine antigen conjugates and methods of use. This patent portfolio includes 12 issued patents in the U.S. We own all monoclonal antibodies produced by the antibody discovery program and we generally file patent applications directed to these antibodies once their potential therapeutic utility has been sufficiently demonstrated in animal models. United States and an foreign patent applications for each of the anti-sLea antibodies and the anti-GD2 antibodies described in this document have been filed. Within these filings, one U.S. patent has issued for each of the anti-sLea antibodies and the anti-GD2 antibodies. Life Technologies Licensing Agreement On September 24, 2015, we entered into a licensing agreement with Life Technologies Corporation, a subsidiary of ThermoFisher Scientific (“Life Technologies”). Under the agreement we agreed to license certain cell lines from Life Technologies to be used in the production of recombinant proteins for our clinical trials. The amount of the contract is for $450,000 and was fully expensed during 2015. We paid $225,000 during 2015 related to this contract with the remaining amount paid in 2016. Rockefeller University Collaboration In July 2015, we entered into a research collaboration agreement with Rockefeller University's Laboratory of Molecular Genetics and Immunology (“Rockefeller”). We provided antibody material to Rockefeller, which is exploring the mechanism of action of constant region (Fc) variants of the HuMab 5B1 in the role of tumor clearance. The agreement allowed researchers at Rockefeller to conduct research on antibodies discovered by us with the objective of improving their ability to kill cancer cells. If a viable drug candidate emerges from this collaboration, we have the right to enter into negotiations with Rockefeller for the right to exclusively license the technology used to improve our antibody for clinical and commercial development. If we and Rockefeller fail to reach agreement on terms for a license to the drug candidate that contains the combined technologies, Rockefeller does not have the right to license the drug candidate to a third party without our consent because the drug candidate contains our intellectual property embodied in the antibody. The research collaboration agreement expired in July of 2017 but the provisions of confidentiality and right to enter negotiations for certain technology remain in place. 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, 2017 and 2016, the Company recorded $55,845 and $0 of expense, respectively, associated with the Services Agreement. During 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 third quarter of 2016. 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 the Company’s binding domains for use in the construction of CAR T-cells. During the years ended December 31, 2017 and 2016, no revenues had been earned under the Option Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Commitments and contingencies | 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 of $91,941. The term of the lease is five years (60 months), and the monthly lease payment is $1,867. 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, 2017: 2018 $ 22,402 2019 22,402 2020 22,402 2021 5,601 Less interest (9,140 ) Principal 63,667 Less current portion (17,810 ) Noncurrent portion $ 45,857 Operating Leases In connection with the Merger, the Company recorded a $590,504 contingent lease termination fee, related to the termination of the master lease and sublease of the Porter Drive Facility by MabVax Therapeutics Holdings (f.k.a. Telik, Inc.), which is payable to ARE-San Francisco No. 24 (“ARE”) if the Company receives $15 million or more in additional financing in the aggregate. The additional financing was achieved in 2015 and the termination fee is reflected on the balance sheet as an accrued lease contingency fee. 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 $460,952 and $433,397 was recognized in the years ended December 31, 2017 and 2016, respectively. Minimum future annual operating lease obligations are as follows as of December 31, 2017: 2018 $ 451,409 2019 464,951 2020 478,900 2021 493,267 Thereafter 82,612 Total $ 1,971,139 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Employee Benefit Plans | |
Employee Benefit Plans | 401(k) Plan Effective January 1, 2017, the Company initiated a safe harbor contribution program for the benefit of the Company’s Contribution Benefit plan (the “Plan”) whereby, for all employees who were eligible to participate in the Plan in compliance with Section 401(k) of the Internal Revenue Code, the Company contributed 3% of each participant’s salary to the Plan which vested immediately. For the year ended December 31, 2017, the Company paid $116,888 to the Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The components of the provision for income taxes for the years ended December 31, 2017 and 2016 is as follows: 2017 2016 Deferred: Federal $ 3,451,500 $ (5,745,300 ) State (2,869,600 ) (990,400 ) 581,900 (6,735,700 ) Less valuation allowance (581,900 ) 6,735,700 Income tax expense $ — $ — 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, 2017 and 2016: 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 17,638,000 $ 20,169,000 Tax credits 6,222,000 5,065,000 Accrued expenses and other 3,460,000 2,667,900 Total deferred tax assets 27,320,000 27,901,900 Less valuation allowance (27,320,000 ) (27,901,900 ) 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 $27,320,000 against its deferred tax assets as of December 31, 2017. 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, 2017, the Company had a net decrease in deferred tax asset of $581,900. This change is a result of current year activity as well as a change in the federal tax rates. The change as a result of current year increase in deferred tax assets is $7,425,100 offset by a $8,007,000 decrease due to a remeasurement of the deferred tax asset based on new tax rates established through the Tax Cuts and Jobs Act passed December 22, 2017. The remeasurement is a provisional estimate under SAB 118 that could be revised based on any additional guidance issued by the U.S. Treasury Department, the U.S. Internal Revenue Service, and other standard-setting bodies. On December 22, 2017, H.R.1, known as the Tax Cuts and Jobs Act, was enacted. This new law did not have a significant impact on the Company’s consolidated financial statements for the year ended December 31, 2017 because the company maintains a valuation allowance on the entirety of its deferred tax assets. However, the reduction of the U.S. federal corporate tax rate from 35% to 21% resulted in a remeasurement of the deferred tax asset reflected in the tax rate reconciliation below as well as the deferred tax asset listed above. Given the significant impact of the Tax Cuts and Jobs Act, the SEC staff issued Staff Accounting Bulletin (“SAB”) 118 which provides guidance on accounting for uncertainties of the effects of the Tax Act. Specifically, SAB 118 allows companies to record a provisional estimate of the impact of the Tax Act during a one year “measurement period”. The company has recognized the provisional tax impact related to the revaluation of deferred tax assets and liabilities and included these amounts in its consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from these provisional amounts, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, and additional regulatory guidance that may be issued. 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 have been reflected in the provision for income taxes. As of December 31, 2017, the Company had net operating loss carryforwards of approximately $62,885,000 and $63,463,000 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 2037. The Company also has research and development credits of approximately $744,500 and $6,934,000 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 2037. The state credits may be used to offset future taxable income, such credits carryforward indefinitely. For all years through December 31, 2017, the Company generated research and development credits but has not completed a study to document the qualified activities. This study may result in an adjustment to the Company’s research and development credit carryforwards; however, until a study is complete and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits, and if an adjustment is required this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheets or statements of operations and comprehensive loss if an adjustment were required. 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 ended December 31, 2017 and 2016 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 (the “Code”), 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 2017 and 2016) to income taxes as follows: 2017 2016 Tax benefit computed at 34% $ (6,466,500 ) $ (6,004,000 ) State tax provision, net of federal tax benefit (1,092,444 ) (989,344 ) Change in valuation allowance (581,900 ) 6,735,600 Change in valuation allowance due to overall Federal rate change 8,007,000 - Other 133,844 257,744 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”, |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SEC Examination On January 29, 2018, the Company received notice that the SEC was conducting an investigation and examination pursuant to Section 8(e) of the Securities Act, relating to certain of the Company’s registration statements (and amendments thereto). On February 2, 2018, the SEC followed up with a subpoena to produce documents by April 9, 2018, in connection with its investigation. The Company intends to cooperate fully with the SEC’s examination. At this time the Company cannot predict when such investigation will be complete or what the SEC findings would be. Private Placement February 2 and 3, 2018 On February 2 and February 3, 2018, the Company entered into separate purchase agreements with accredited investors pursuant to which the Company agreed to sell an aggregate of $2,100,000 worth of shares of common stock at a purchase price of $2.25 per share (or, at the election of any investor who, as a result of receiving common stock would hold in excess of 4.99% of our issued and outstanding common stock, shares of our newly designated 0% Series M Convertible Preferred Stock (the “Series M Preferred Stock”) The net proceeds of the private placement were $2,050,000 after transaction costs of $50,000. Neither the Series M Preferred Stock nor the warrants will be separately listed on any securities exchange or other trading market. No bank was used for this transaction. The warrants are exercisable, at any time on or after the sixth-month anniversary of the closing date, and expire three years from the initial exercise date. The holders may, subject to certain limitations, exercise the warrants on a cashless basis if not registered under the Securities Act within 120 days of issuance. The Company is prohibited from effecting an exercise of any warrant to the extent that, as a result of any such exercise, the holder would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of such warrant. The shares and warrants were offered and sold solely to “accredited investors” in reliance on the exemption from registration afforded by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act. The Company entered into separate registration rights agreements with each of the investors, pursuant to which the Company agreed to undertake to file a registration statement to register the resale of the shares within thirty (30) days following the closing date, to cause such registration statement to be declared effective as set forth therein and to maintain the effectiveness of the registration statement until all of such shares of common stock have been sold or are otherwise able to be sold pursuant to Rule 144 under the Securities Act, without any restrictions. Private Placement February 9 and 10, 2018 On February 9 and 10, 2018, the Company entered into separate purchase agreements with accredited investors pursuant to which it agreed to sell an additional $650,000 worth of units on the same terms as the private placement on February 2 and February 3, 2018. Of the additional purchase agreements accepted, investors elected $100,000 to be in the form of shares of Series M Preferred Stock. The net proceeds from the additional purchase agreements were $645,000 after transaction costs estimated to be $5,000. The additional purchase agreements, together with subscriptions previously reported by the Company on February 6, 2018, brings the total subscriptions to $2.75 million, or approximately $2.70 million after transaction costs, and completes the total amount designated in the form of securities purchase agreement included with the Current Report on a Form 8-K filed with the Commission on February 6, 2018. Neither the Series M Preferred Stock nor the warrants will be separately listed on any securities exchange or other trading market. Series I Preferred Stock Conversion On February 12, 2018, a holder of Series I Preferred Stock converted 152,820 shares of Series I Preferred Stock into 50,940 shares of common stock. Continued Listing Reverse Split and Amended and Restated Certificate of Incorporation On February 14, 2018, the Company filed a certificate of amendment to its amended and restated certificate of incorporation to effect a one-for-three reverse stock split, effective as of 9:00 a.m. Eastern Standard Time on February 16, 2018. At such time, immediately and without further action by MabVax’s stockholders, every three shares of MabVax common stock issued and outstanding immediately prior to the Effective Date were automatically converted into one share of MabVax common stock. The accompanying financial statements and notes to the consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. In addition, the reverse stock split resulted in an adjustment in the number of shares of common stock issuable upon conversion of our convertible preferred stock to a 3:1 ratio. Our authorized shares of common stock and preferred stock, and par value per share remain unchanged. As a result of the Continued Listing Reverse Split and calculated as of February 16, 2018, the number of outstanding shares of common stock were reduced to approximately 8,961,840 shares, excluding unconverted preferred stock, outstanding and unexercised share options and warrants and subject to adjustment for fractional shares. No fractional shares shall be issued as a result of the Continued Listing Reverse Split and fractional share amounts resulting from the Continued Listing Reverse Split shall be rounded up to the nearest whole share. Further, any options, warrants, preferred shares and contractual rights outstanding that are subject to adjustment shall be adjusted in accordance with their terms. These adjustments include, without limitation, changes to the number of shares of common stock that may be obtained upon exercise or conversion of these securities, and changes to the applicable exercise or purchase price of such securities. The certificate of amendment to MabVax’s amended and restated certificate of incorporation was filed as Exhibit 3.1 in a Current Report on Form 8-K filed on February 16, 2018, and is incorporated by reference herein. Shares of the Company’s common stock continued trading on The NASDAQ Capital Market on a post-split basis on February 16, 2018 under the new CUSIP number 55414P702. As previously disclosed in a Current Report on Form 8-K filed on October 6, 2017, on October 6, 2017 the stockholders of the Company had approved a reverse split ratio of not less than one-for-two and not more than one-for-20 at any time prior to September 28, 2018, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors. Also, as previously disclosed in a Current Report on Form 8-K filed on February 6, 2018, the Company’s Board of Directors approved the Reverse Split on February 1, 2018. Compensation Committee Decisions On February 21, 2018, the Compensation Committee of the Company made the following decisions. Review of Management Compensation The Compensation Committee granted stock options with an exercise price based on the closing price of the shares of common stock on February 21, 2018, or $2.04, to the following officers of the Company: J. David Hansen President and Chief Executive Officer 290,000 stock options Paul W. Maffuid Executive Vice President of Research and Development 195,000 stock options Gregory P. Hanson Chief Financial Officer 195,000 stock options Paul F. Resnick Vice President and Chief Business Officer 80,000 stock options The stock options will vest at 25% of the total number granted at the six-month anniversary of the commencement date, with the balance in equal monthly installments of 4.167% of the number of shares for 18 months, such that 100% of the options will be vested after two years from the grant date. Review of Board of Directors Compensation |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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, or 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. |
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, 2017, cash and cash equivalents exceeded federally insured limits by approximately $0.6 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. |
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, 2017 and 2016. |
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, 2017, and 2016, 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, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | December 31, 2017 2016 Furniture and fixtures $ 51,909 $ 51,909 Office equipment 52,547 52,547 Lab equipment 909,589 894,942 Capital lease equipment 90,952 95,657 Leasehold improvement 55,949 59,555 1,160,946 1,154,610 Less accumulated depreciation and amortization (582,740 ) (422,898 ) Totals $ 578,206 $ 731,712 |
Notes Payable, Net (Tables)
Notes Payable, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable | |
Future principal payments | Years ending December 31: 2018 $ 1,681,888 2019 1,666,667 2020 277,778 Notes payable, balance as of December 31, 2017 3,626,333 Unamortized discount on notes payable (322,974 ) Notes payable, net, balance as of December 31, 2017 3,303,359 Current portion of notes payable, net (1,681,876 ) Long-term portion of notes payable, net $ 1,621,483 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation Expense | Years Ended December 31, 2017 2016 Research and development $ 1,570,809 $ 1,192,126 General and administrative 5,276,122 3,211,152 Total stock-based compensation expense $ 6,846,931 $ 4,403,278 |
Summary of Stock Option Activity | Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2015 141,910 $ 51.90 Granted 149,871 15.39 Exercised — — Forfeited/cancelled/expired (7,936 ) Outstanding and expected to vest at December 31, 2016 283,845 $ 32.84 Granted 715,588 7.00 Exercised — — Forfeited/cancelled/expired (45,496 ) 22.02 Outstanding and expected to vest at December 31, 2017 953,937 $ 13.97 Vested and exercisable at December 31, 2017 605,822 $ 13.37 |
Summary of activity related to restricted stock grants | Shares Weighted Average Grant-Date Fair Value Non-vested at December 31, 2015 103,646 $ 50.54 Granted — — Vested (35,155 ) 50.54 Forfeited — — Non-vested at December 31, 2016 68,491 50.54 Granted 840,222 1.89 Vested (34,252 ) Forfeited (42,235 ) 2.10 Non-vested at December 31, 2017 832,226 $ 3.88 |
Valuation Assumptions Used to Determine Stock-based Expense | Years Ended December 31, 2017 2016 Risk-free interest rate 1.5 to 2.0 % 0.9 to 1.4 % Dividend yield 0% 0% Expected volatility 73 to 85% 71 to 86% Expected life of options, in years 1.61 to 6.0 1.61 and 6.0 Weighted average grant date fair value $ 1.53 $ 3.16 |
Common Stock Reserved for Future Issuance | Common stock reserved for conversion of preferred stock and warrants 6,645,559 Common stock options outstanding 953,937 Authorized for future grant or issuance under the Stock Plan 1,521,481 Unvested restricted stock 832,224 Total 9,953,201 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Net Loss Per Share Tables | |
Potentially dilutive securities | Years Ended December 31, 2017 2016 Stock options 953,937 283,845 Preferred stock 6,222,872 991,808 Unvested restricted stock 832,224 68,493 Warrants to purchase common stock 422,687 1,708,048 Total 8,431,720 3,052,194 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Minimum future annual capital lease obligations | 2018 $ 22,402 2019 22,402 2020 22,402 2021 5,601 Less interest (9,140 ) Principal 63,667 Less current portion (17,810 ) Noncurrent portion $ 45,857 |
Minimum future annual operating lease obligations | 2018 $ 451,409 2019 464,951 2020 478,900 2021 493,267 Thereafter 82,612 Total $ 1,971,139 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | 2017 2016 Deferred: Federal $ 3,451,500 $ (5,745,300 ) State (2,869,600 ) (990,400 ) 581,900 (6,735,700 ) Less valuation allowance (581,900 ) 6,735,700 Income tax expense $ — $ — |
Significant Components of Deferred Tax Assets | 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 17,638,000 $ 20,169,000 Tax credits 6,222,000 5,065,000 Accrued expenses and other 3,460,000 2,667,900 Total deferred tax assets 27,320,000 27,901,900 Less valuation allowance (27,320,000 ) (27,901,900 ) Net deferred tax assets $ — $ — |
Computation of Provision for Income Taxes Differs from Expected Tax Expense | 2017 2016 Tax benefit computed at 34% $ (6,466,500 ) $ (6,004,000 ) State tax provision, net of federal tax benefit (1,092,444 ) (989,344 ) Change in valuation allowance (581,900 ) 6,735,600 Change in valuation allowance due to overall Federal rate change 8,007,000 - Other 133,844 257,744 Tax provision (benefit) $ — — |
Nature of Operations and Basi29
Nature of Operations and Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Regulatory Assets [Abstract] | |||
State of incorporation | Delaware | ||
Date of incorporation | Oct. 20, 1988 | ||
Trading symbol | MBVX | ||
Net loss | $ (19,020,679) | $ (17,660,483) | |
Net cash used for operating activities | 10,995,509 | ||
Net cash used by investing activities | 21,072 | ||
Cash and cash equivalents | 885,710 | 3,979,290 | $ 4,084,085 |
Accumulated deficit | $ (111,053,637) | $ (78,262,261) |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,160,946 | $ 1,154,610 |
Less accumulated depreciation and amortization | (582,740) | (422,898) |
Property, plant and equipment, net | 578,206 | 731,712 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 51,909 | 51,909 |
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 | 909,589 | 894,942 |
Capital Lease Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 90,952 | 95,657 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 55,949 | $ 59,555 |
Property and Equipment, Net (32
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 159,842 | $ 96,553 |
Notes Payable, Net (Details)
Notes Payable, Net (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Years ending December 31: | ||
2,018 | $ 1,681,888 | |
2,019 | 1,666,667 | |
2,020 | 277,778 | |
Notes Payable, balance as of December 31, 2017 | 3,626,333 | |
Unamortized discount on notes payable | (322,974) | |
Notes Payable, balance as of December 31, 2017 | 3,303,359 | |
Current portion of notes payable | (1,681,876) | $ (1,589,661) |
Non-current portion of notes payable | $ 1,621,483 | $ 2,774,627 |
Notes Payable, Net (Details Nar
Notes Payable, Net (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Notes Payable | |
Interest expense | $ 929,106 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule Of Nonvested Restricted Stock Activity [Line Items] | ||
Total share-based compensation expense | $ 6,846,931 | $ 4,403,278 |
Research and Development Expense [Member] | ||
Schedule Of Nonvested Restricted Stock Activity [Line Items] | ||
Total share-based compensation expense | 1,570,809 | 1,192,126 |
General and Administrative Expense [Member] | ||
Schedule Of Nonvested Restricted Stock Activity [Line Items] | ||
Total share-based compensation expense | $ 5,276,122 | $ 3,211,152 |
Stock-Based Compensation (Det36
Stock-Based Compensation (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Shares Issuable Under Options | ||
Options Outstanding | 283,845 | 141,910 |
Options Outstanding, Granted | 715,588 | 149,871 |
Options Outstanding, Exercised | 0 | 0 |
Options Outstanding, Forfeited/cancelled/expired | (45,496) | (7,936) |
Options Outstanding and expected to vest at end of period | 953,937 | 283,845 |
Options Outstanding, Vested and exercisable at end of period | 605,797 | |
Weighted Average Exercise Price | ||
Weighted-Average Exercise Price, Outstanding at beginning of period | $ 32.84 | $ 51.90 |
Weighted-Average Exercise Price, Granted | 7 | 15.39 |
Weighted-Average Exercise Price, Exercised | 0 | 0 |
Weighted-Average Exercise Price, Forfeited/cancelled/expired | 22.02 | 0 |
Weighted-Average Exercise Price, Outstanding and expected to vest at end of period | 13.97 | $ 32.84 |
Weighted-Average Exercise Price, Vested and exercisable at end of period | $ 13.37 |
Stock-Based Compensation (Det37
Stock-Based Compensation (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock-based Compensation Details 2 | ||
Non-vested restricted stock grant outstanding, beginning of period | 68,491 | 103,646 |
Non-vested restricted stock grant outstanding, Granted | 840,222 | 0 |
Non-vested restricted stock grant outstanding, Vested | (34,252) | (35,155) |
Non-vested restricted stock grant outstanding, Forfeited | (42,235) | 0 |
Non-vested restricted stock grant outstanding, end of period | 832,226 | 68,491 |
Non-vested restricted stock grant Weighted-Average Grant-Date Fair Value, beginning of period | $ 50.54 | $ 50.54 |
Non-vested restricted stock grant Weighted-Average Grant-Date Fair Value, Granted | 1.89 | 0 |
Non-vested restricted stock grant Weighted-Average Grant-Date Fair Value, Vested | 0 | 50.54 |
Non-vested restricted stock grant Weighted-Average Grant-Date Fair Value, Forfeited | 2.1 | 0 |
Non-vested restricted stock grant Weighted-Average Grant-Date Fair Value, end of period | $ 3.88 | $ 50.54 |
Stock-Based Compensation (Det38
Stock-Based Compensation (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Weighted-average grant date fair value | $ 1.53 | $ 3.16 |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.50% | 0.90% |
Expected volatility | 73.00% | 71.00% |
Expected life of options, in years | 1 year 7 months 10 days | 1 year 7 months 10 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.00% | 1.40% |
Expected volatility | 85.00% | 86.00% |
Expected life of options, in years | 6 years | 6 years |
Stock-Based Compensation (Det39
Stock-Based Compensation (Details 4) | Dec. 31, 2017shares |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Authorized for future grant or issuance under the Stock Plan | 9,953,201 |
Reserved for Conversion [Member] | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Authorized for future grant or issuance under the Stock Plan | 6,645,559 |
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 | 953,937 |
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 | 1,521,481 |
Unvested restricted stock [Member] | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Authorized for future grant or issuance under the Stock Plan | 832,224 |
Stock-Based Compensation (Det40
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock Options granted | 715,588 | 149,871 |
Restricted stock granted | 840,222 | 0 |
Unrecognized stock-based compensation expense, options | $ 1,932,026 | |
Unrecognized stock-based compensation expense, recognition period | 1 year 7 months 6 days | |
Stock options vested, number of shares | 34,252 | 35,155 |
Tax benefits for tax deductions related to stock-based compensation | $ 0 | $ 0 |
Stock options exercised | 0 | 0 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from diluted net loss per common share calculations | 3,052,194 | 8,431,720 |
Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from diluted net loss per common share calculations | 283,845 | 953,937 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from diluted net loss per common share calculations | 991,808 | 6,222,872 |
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 | 68,493 | 832,224 |
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 | 1,708,048 | 422,687 |
Contracts And Agreements (Detai
Contracts And Agreements (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Agreements [Line Items] | ||
Revenue from grants | $ 0 | $ 148,054 |
Patheon [Member] | ||
Agreements [Line Items] | ||
Agreement expense | 55,845 | 0 |
Option Agreement [Member] | ||
Agreements [Line Items] | ||
Revenue from grants | $ 0 | $ 0 |
Commitments and contingencies43
Commitments and contingencies (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Notes to Financial Statements | ||
2,018 | $ 22,402 | |
2,019 | 22,402 | |
2,020 | 22,402 | |
2,021 | 5,601 | |
Less interest | (9,140) | |
Principal | 63,667 | |
Less current portion | 17,810 | $ 17,004 |
Noncurrent portion | $ 45,857 | $ 68,113 |
Commitments and contingencies44
Commitments and contingencies (Details 1) | Dec. 31, 2017USD ($) |
Notes to Financial Statements | |
2,018 | $ 451,409 |
2,019 | 464,951 |
2,020 | 478,900 |
2,021 | 493,267 |
Thereafter | 82,612 |
Total | $ 1,971,139 |
Commitments and contingencies45
Commitments and contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Notes to Financial Statements | ||
Rent expense | $ 460,592 | $ 433,397 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred: | ||
Federal | $ 3,451,500 | $ (5,745,300) |
State | (2,869,600) | (990,400) |
Total | 581,900 | (6,735,700) |
Less valuation allowance | (581,900) | 6,735,700 |
Income tax expense | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 17,638,000 | $ 20,169,000 |
Tax credits | 6,222,000 | 5,065,000 |
Accrued expenses and other | 3,460,000 | 2,667,900 |
Total deferred tax assets | 27,320,000 | 27,901,900 |
Less valuation allowance | (27,320,000) | (27,901,900) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit computed at 34% | $ (6,466,500) | $ (6,004,000) |
State tax provision, net of federal tax benefit | (1,092,444) | (989,344) |
Change in valuation allowance | (581,900) | 6,735,600 |
Change in valuation allowance due to overall Federal rate change | 8,007,000 | 0 |
Other | 133,844 | 257,744 |
Tax provision (benefit) | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 17,638,000 | $ 20,169,000 |