Mabvax Therapeutics (MBVX) 10-Q 13 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 13, 2018
Document And Entity Information
Entity Registrant Name	MABVAX THERAPEUTICS HOLDINGS, INC.
Entity Central Index Key	1,109,196
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Trading Symbol	MBVX
Entity Common Stock, Shares Outstanding		9,254,582
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 951,751	$ 885,710
Prepaid expenses	341,511	150,462
Other current assets	141,872	171,346
Total current assets	1,435,134	1,207,518
Property and equipment, net	457,526	578,206
Goodwill	6,826,003	6,826,003
Other assets	178,597	178,597
Total assets	8,897,260	8,790,324
Current liabilities:
Accounts payable	2,447,175	1,090,904
Accrued compensation	311,162	311,675
Accrued clinical operations and site costs	2,106,295	1,669,201
Accrued lease termination fee	590,504	590,504
Other accrued expenses	442,210	404,923
Interest payable	31,027	39,373
Current portion of notes payable	1,822,062	1,681,876
Current portion of capital leases payable	18,943	17,810
Total current liabilities	7,769,378	5,806,266
Non-current liabilities:
Non-current portion of notes payable, net	813,039	1,621,483
Non-current portion of capital lease payable	31,504	45,857
Other non-current liabilities	240,781	186,278
Total non-current liabilities	1,085,324	1,853,618
Total liabilities	8,854,702	7,659,884
Commitments and contingencies:
Stockholders' Equity:
Common stock, $0.01 par value, 150,000,000 shares authorized, 9,254,582 and 6,862,928 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively	92,546	68,629
Additional paid-in capital	118,291,361	112,105,470
Accumulated deficit	(118,349,884)	(111,053,637)
Total stockholders' equity	42,558	1,130,440
Total liabilities and stockholders' equity	8,897,260	8,790,324
Series D Convertible Preferred Stock [Member]
Stockholders' Equity:
Preferred stock	441	441
Series E Convertible Preferred Stock [Member]
Stockholders' Equity:
Preferred stock	333	333
Series I Convertible Preferred Stock [Member]
Stockholders' Equity:
Preferred stock	6,456	7,984
Series J Convertible Preferred Stock [Member]
Stockholders' Equity:
Preferred stock	8	8
Series K Convertible Preferred Stock [Member]
Stockholders' Equity:
Preferred stock	632	632
Series L Convertible Preferred Stock [Member]
Stockholders' Equity:
Preferred stock	455	580
Series M Convertible Preferred Stock [Member]
Stockholders' Equity:
Preferred stock	50	0
Series N Convertible Preferred Stock [Member]
Stockholders' Equity:
Preferred stock	54	0
Series O Convertible Preferred Stock [Member]
Stockholders' Equity:
Preferred stock	$ 106	$ 0

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Common stock, par value	$ .01	$ .01
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	9,254,582	6,862,928
Common stock, shares outstanding	9,254,582	6,862,928
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	44,104	44,104
Convertible preferred stock, shares outstanding	44,104	44,104
Convertible preferred stock, liquidation preference	$ 441	$ 441
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 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	645,640	798,460
Convertible preferred stock, shares outstanding	645,640	798,460
Convertible preferred stock, liquidation preference	$ 6,456	$ 7,984
Series J Convertible Preferred Stock [Member]
Convertible preferred stock, par value	$ .01	$ .01
Convertible preferred stock, shares authorized	3,400	3,400
Convertible preferred stock, shares issued	772.73	772.73
Convertible preferred stock, shares outstanding	772.73	772.73
Convertible preferred stock, liquidation preference	$ 531,252	$ 531,252
Series K Convertible Preferred Stock [Member]
Convertible preferred stock, par value	$ .01	$ .01
Convertible preferred stock, shares authorized	65,000	65,000
Convertible preferred stock, shares issued	63,150	63,150
Convertible preferred stock, shares outstanding	63,150	63,150
Convertible preferred stock, liquidation preference	$ 632	$ 632
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	45,500	58,000
Convertible preferred stock, shares outstanding	45,500	58,000
Convertible preferred stock, liquidation preference	$ 4,550,000	$ 5,800,000
Series M Convertible Preferred Stock [Member]
Convertible preferred stock, par value	$ 0.01	$ 0.01
Convertible preferred stock, shares authorized	10,000	10,000
Convertible preferred stock, shares issued	5,000	0
Convertible preferred stock, shares outstanding	5,000	0
Convertible preferred stock, liquidation preference	$ 1,500,000	$ 0
Series N Convertible Preferred Stock [Member]
Convertible preferred stock, par value	$ 0.01	$ 0.01
Convertible preferred stock, shares authorized	20,000	20,000
Convertible preferred stock, shares issued	5,363.64	0
Convertible preferred stock, shares outstanding	5,363.64	0
Convertible preferred stock, liquidation preference	$ 54	$ 0
Series O Convertible Preferred Stock [Member]
Convertible preferred stock, par value	$ 0.01	$ 0.01
Convertible preferred stock, shares authorized	20,000	20,000
Convertible preferred stock, shares issued	10,605.56	0
Convertible preferred stock, shares outstanding	10,605.56	0
Convertible preferred stock, liquidation preference	$ 106	$ 0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenues:
License agreements	$ 4,000,000	$ 0	$ 4,700,000	$ 0
Total revenues	4,000,000	0	4,700,000	0
Cost of revenues	785,000	0	785,000	0
Gross Profit	3,215,000	0	3,915,000	0
Operating costs and expenses:
Research and development	199,367	1,017,061	2,915,709	6,168,125
General and administrative	2,520,950	1,831,629	6,409,491	7,513,621
Total operating costs and expenses	2,720,317	2,848,690	9,325,200	13,581,746
Income/(loss) from operations	494,683	(2,848,690)	(5,410,200)	(13,681,746)
Interest and other expense	(154,002)	(231,471)	(497,868)	(743,137)
Net income (loss)	340,681	(3,080,161)	(5,908,068)	(14,424,883)
Deemed dividend on inducement shares	0	0	(1,388,179)	(5,220,000)
Deemed dividend on incentive shares	0	(3,120,000)	0	(3,120,000)
Deemed dividend on warrant reprice	0	0	0	(19,413)
Net income (loss) allocable to common stockholders	$ 340,681	$ (6,200,161)	$ (7,296,247)	$ (22,784,296)
Basic net income (loss) per share	$ 0.04	$ (1.62)	$ (0.81)	$ (8.04)
Diluted net income (loss) per share	$ 0.02	$ (1.62)	$ (.81)	$ (8.04)
Shares used to calculate basic net loss per share	9,253,880	3,830,280	8,983,980	2,834,692
Shares used to calculate diluted net loss per share	17,123,742	3,830,280	8,983,980	2,834,692

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($)	Preferred Stock [Member]	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2017	997,820	6,862,928
Beginning Balance, Amount at Dec. 31, 2017	$ 9,978	$ 68,629	$ 112,105,470	$ (111,053,637)	$ 1,130,440
Issuance of common stock, Series M Convertible Preferred Stock and warrants in connection with February 2018 financing, Shares	5,000	555,557
Issuance of common stock, Series M Convertible Preferred Stock and warrants in connection with February 2018 financing, Amount	$ 50	$ 5,556	2,694,394		(2,700,000)
Issuance of common stock, Series N Convertible Preferred Stock in connection with May 2018 financing, Shares	5,364	218,182
Issuance of common stock, Series N Convertible Preferred Stock in connection with May 2018 financing, Amount	$ 54	$ 2,182	827,764		(830,000)
Issuance of inducement shares of Series O Convertible Preferred Stock in connection with May 2018 financing, Shares	10,606
Issuance of inducement shares of Series O Convertible Preferred Stock in connection with May 2018 financing, Amount	$ 106		(106)		0
Deemed dividends on inducement shares, May 2018			1,388,179	(1,388,179)	0
Conversion of Series I Preferred Stock to common stock, Shares	(152,820)	50,940
Conversion of Series I Preferred Stock to common stock, Amount	$ (1,528)	$ 509	1,019		0
Conversion of Series L Preferred Stock to common stock, Shares	(12,500)	694,445
Conversion of Series L Preferred Stock to common stock, Amount	$ (125)	$ 6,944	(6,819)		0
Issuance of whole in lieu of fractional shares resulting from reverse split in February 2018, Shares		50,991
Issuance of whole in lieu of fractional shares resulting from reverse split in February 2018, Amount		$ 510	(510)		0
Common stock issued upon vesting of restricted stock units in January 2018, net of payroll taxes, Shares		797,977
Common stock issued upon vesting of restricted stock units in January 2018, net of payroll taxes, Amount		$ 7,980	(7,980)		0
Common stock issued upon vesting of restricted stock units in April 2018, net of shares withheld for payroll taxes, Shares		22,061
Common stock issued upon vesting of restricted stock units in April 2018, net of shares withheld for payroll taxes, Amount		$ 221	(17,197)		(16,976)
Common stock issued upon vesting of restricted stock units in April 2018, net of shares withheld for payroll taxes, Shares		1,501
Common stock issued upon vesting of restricted stock units in April 2018, net of shares withheld for payroll taxes, Amount		$ 15	(15)		0
Stock-based compensation			1,307,162		1,307,162
Net loss				(5,908,068)	(5,908,068)
Ending Balance, Shares at Sep. 30, 2018	853,470	9,254,582
Ending Balance, Amount at Sep. 30, 2018	$ 8,535	$ 92,546	$ 118,291,361	$ (118,349,884)	$ 42,558

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Operating activities
Net loss	$ (5,908,068)	$ (14,424,883)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	120,680	122,315
Stock-based compensation	1,307,162	4,516,372
Issuance of restricted stock for services	0	236,666
Amortization and accretion related to notes payable	190,729	309,213
Increase (decrease) in cash from changes in operating assets and liabilities:
Other receivables	29,474	(7,061)
Prepaid expenses and other	(189,916)	(62,672)
Accounts payable	1,356,273	403,210
Accrued clinical operations and site costs	437,094	283,864
Accrued compensation	(513)	(28,307)
Other accrued expenses	36,648	(51,649)
Net cash used in operating activities	(2,620,437)	(8,702,932)
Investing activities
Purchases of property and equipment	0	(21,072)
Net cash used in investing activities	0	(21,072)
Financing activities
February 2018 private placement, net of issuance costs	2,700,000	0
May 2018 and 2017 private placements, net of issuance costs	830,000	820,571
Proceeds from issuance of common stock and Series G Preferred Stock, Net of costs, May 2017	0	3,647,391
Proceeds from issuance of common stock, net of costs, August 2017	0	125,000
Proceeds from issuance of Series J Preferred Stock, net of costs, August 2017	0	1,189,417
Proceeds from issuance of common stock, net of costs, September 2017	0	1,852,361
Proceeds from issuance of common stock, net of costs, September 2017	0	1,215,000
Principal payments on notes payable to Oxford Finance	(833,333)	(972,223)
Principal payments on financed insurance policies	21,140	(69,240)
Principal payments on capital lease	(14,353)	(10,785)
Purchase of vested employee stock in connection with tax withholding obligation	(16,976)	0
Net cash provided by financing activities	2,686,478	7,797,492
Net change in cash and cash equivalents	(66,041)	(926,512)
Cash and cash equivalents at beginning of period	885,710	3,979,290
Cash and cash equivalents at end of period	951,751	3,052,778
Supplemental disclosure:
Cash paid during the period for income taxes	1,900	1,600
Cash paid during the period for interest on notes payable and the capital lease	317,391	302,256
Supplemental disclosures of non-cash investing and financing information:
Deemed dividend on issuance of inducement shares	1,388,179	5,220,000
Deemed dividend on issuance of incentive shares	0	3,120,000
Conversion of preferred stock to common stock - Series D	0	3,981
Conversion of preferred stock to common stock - Series I	509	3,067
Conversion of preferred stock to common stock - Series J	0	5,227
Conversion of preferred stock to common stock - Series L	6,944	0
Fair value of repricing of warrants issued in previous financing	0	19,413
Common stock issued upon vesting of RSUs	$ 8,201	$ 0

Nature of Business and Basis of

Nature of Business and Basis of Presentation	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
Nature of Business and Basis of Presentation	We are a Delaware corporation, originally incorporated in 1988 under the name “Terrapin Diagnostics, Inc.” in the State of Delaware. In 1998, we changed our corporate name to “Telik, Inc.” and changed our name again to “MabVax Therapeutics Holdings, Inc.” in 2014. Unless the context requires otherwise, references to “we,” “our,” “us,” “MabVax” or the “Company” in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (this “Quarterly Report”) mean MabVax Therapeutics Holdings, Inc. on a condensed consolidated financial statement basis with our wholly-owned subsidiary, MabVax Therapeutics, Inc. Nature of Business – About Us MabVax Therapeutics Holdings, Inc. is a clinical-stage biotechnology company with a fully human antibody discovery platform focused on the rapid translation into clinical development of products to address unmet medical needs in the treatment of cancer and pancreatitis. We discovered a pipeline of human monoclonal antibody product candidates based on the protective immune responses generated by patients who have been vaccinated against targeted cancers. Our therapeutic vaccine product candidates under development were discovered at Memorial Sloan Kettering Cancer Center (“MSK”) and are exclusively licensed to us as well as exclusive rights to blood samples from patients who were vaccinated with the same licensed vaccines. We operate in only one business segment. Our lead development product, MVT-5873, is a fully human IgG1 monoclonal antibody (mAb) that targets sialyl Lewis A (sLea), an epitope on CA19-9. MVT-5873 is currently in Phase 1 clinical trials as a therapeutic agent for patients with pancreatic cancer and other CA19-9 positive tumors. CA19-9 is expressed in over 90% of pancreatic cancers and in other diseases including pancreatitis. CA19-9 plays an important role in tumor adhesion and metastasis and is a marker of an aggressive cancer phenotype. CA19-9 also has an important role in the biological pathways that can result in pancreatitis. CA19-9 serum levels are considered a valuable adjunct in the diagnosis, prognosis and treatment monitoring of pancreatic cancer and now pancreatitis. With our collaborators including MSK, Sarah Cannon Research Institute, Honor Health and Imaging Endpoints, we have treated more than 56 patients with either our therapeutic antibody designated as MVT-5873 or our PET imaging diagnostic product designated as MVT-2163 in Phase 1 clinical studies, and demonstrated early safety, specificity for the target and a potential efficacy signal. The Company also has a radioimmunotherapy product, designated as MVT-1075, that is also in Phase 1 clinical development. For additional information, please visit the Company's website, www.mabvax.com . Information on the Company’s website is not incorporated herein. Studies conducted by Cold Spring Harbor Laboratories have demonstrated that antibodies capable of binding to CA19-9 and blocking the downstream biological pathways of pancreatitis have a positive effect on ameliorating the disease. Combining the preclinical science supporting the use of the CA19-9 blocking antibodies in the treatment of pancreatitis with the clinically validated data and supplies of MVT-5873 already available gives MabVax the opportunity, assuming adequate funding, to move quickly into the clinic in a mid-stage proof of concept clinical trial in the near-term. The Company completed a preclinical asset sale and license agreement with Boehringer Ingelheim International GmbH (“Boehringer Ingelheim”) in July 2018, and a license agreement for a cancer vaccine to Y-mAbs Therapeutics, Inc. in June 2018. The Company received nearly $5 million in upfront payments from these two transactions to begin the third quarter, with an additional $7.6 million in downstream milestones the Company may receive based either on reaching an anniversary date of entering the agreement, provided the agreement is not canceled before a milestone has been earned or due, or upon reaching a milestone. We have incurred net losses since inception and expect to incur substantial losses for the foreseeable future as we continue our research, development and clinical activities. To date, we have funded operations primarily through revenues earned from asset sale and license agreements, proceeds from the sale of common and preferred stock, government grants, the issuance of debt, the issuance of common stock in lieu of cash for services, 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. We expect these activities, together with general and administrative expenses, to result in substantial operating losses for the foreseeable future. We will not receive substantial revenue unless we or our collaborative partners complete clinical trials, obtain regulatory approvals and successfully commercialize one or more product candidates; or we license our technology after achieving one or more milestones of interest to a potential partner. Reverse Stock Splits 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 “2016 Reverse Stock Split”). 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 another reverse stock split of our issued and outstanding common stock on a 1-for-3 basis, effective on February 16, 2018 (the “2018 Reverse Stock Split”; collectively with the 2016 Reverse Stock Split, the “Reverse Stock Splits”). 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 thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits, including rounding for fractional shares and reclassifying any amount equal to the reduction in par value of common stock to additional paid-in capital. Delaware Order Granting Petition for Relief On September 20, 2018, the Court of Chancery of the State of Delaware (the “Court”) entered an order validating (i) issuances of common stock upon conversions of the Company’s preferred stock occurring between June 30, 2014 and February 12, 2018, and (ii) stockholder approval of corporate actions presented to the Company’s stockholders from June 30, 2014 to February 12, 2018. In so doing, the Court granted the Company’s Verified Petition for Relief Under 8 Del. C. § 205 In re: MabVax Therapeutics Holdings, Inc. Basis of Presentation The balance sheet data at December 31, 2017, was derived from audited financial statements at that date. It does not include, however, all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. The accompanying unaudited condensed consolidated financial statements were prepared using GAAP for interim financial information and the instructions to Regulation S-X. While these statements reflect all normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of the interim period, they do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the audited financial statements of MabVax Therapeutics Holdings, Inc. for the year ended December 31, 2017, included in our Annual Report on Form 10-K filed with the SEC on April 2, 2018 and amended on Form 10-K/A as filed with the SEC on October 15, 2018. These quarterly results are not necessarily indicative of future results. Use of Estimates The preparation of condensed 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 condensed 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. Fair Value Measurements The Company had no assets or liabilities that were measured using quoted prices for similar assets and liabilities or significant unobservable inputs (Level 2 and Level 3 assets and liabilities, respectively) as of September 30, 2018 and December 31, 2017. The carrying value of cash held in money market funds of $864,110 and $1,196 as of September 30, 2018 and December 31, 2017, respectively, is included in cash and cash equivalents and approximates market values based on quoted market prices (Level 1 inputs). Concentration of Credit Risk Credit risk represents the risk that the Company would incur a loss if counterparties failed to perform pursuant to the terms of their agreements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents consist of money market funds with major financial institutions in the United States. These funds may be redeemed upon demand and, therefore, bear minimal risk. The Company does not anticipate any losses on such balances. Consideration of Impairment of Goodwill The Company maintains a goodwill balance of $ 6,826,003 on its balance sheet as of September 30, 3018 and December 31, 2017, and tests for impairment at least annually and whenever there has been a material change in the Company by applying GAAP principles related to ASC 350 Intangibles – Goodwill and Other Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification, or ASC, Topic 606, Revenue from Contracts with Customers License and Other Revenues The Company enters into licensing agreements which are within the scope of Topic 606, under which it licenses certain of its product candidates’ rights to third parties. The terms of these arrangements typically include payment of one or more of the following: non-refundable, up-front license fees; development, regulatory and commercial milestone payments; and royalties on Gross Profit of the licensed product, which will be classified as royalty revenues, if and when earned. In determining the appropriate amount of revenue to be recognized as it fulfills its obligation under each of its agreements, the Company performs the five steps described above. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price, which may include forecasted revenues, development timelines, reimbursement of personnel costs, discount rates and probabilities of technical and regulatory success. Licensing of Intellectual Property – Milestone Payments – Royalties – Accrued Liabilities The Company is required to estimate accrued liabilities as part of the process of preparing its financial statements. The estimation of accrued liabilities involves identifying services that have been performed on the Company’s behalf, and then estimating the level of service performed and the associated cost incurred for such services as of each balance sheet date. Accrued liabilities include professional service fees, such as for lawyers and accountants, contract service fees, such as those under contracts with clinical monitors, data management organizations and investigators in conjunction with clinical trials, and fees to contract manufacturers in conjunction with the production of clinical materials. Pursuant to the Company’s assessment of the services that have been performed, the Company recognizes these expenses as the services are provided. Such assessments include: (i) an evaluation by the project manager of the work that has been completed during the period; (ii) measurement of progress prepared internally and/or provided by the third-party service provider; (iii) analyses of data that justify the progress; and (iv) the Company’s judgment. Research and Development Costs Except for payments made in advance of services, research and development costs are expensed as incurred. For payments made in advance, the Company recognizes research and development expense as the services are rendered. Research and development costs primarily consist of salaries and related expenses for personnel, laboratory supplies and raw materials, and sponsored research, Other research and development expenses include fees paid to consultants and outside service providers including clinical research organizations and clinical manufacturing organizations. Recently Issued Accounting Standards Adopted Accounting Standards In May 2014, the FASB issued Topic 606 which amends the guidance for accounting for revenue from contracts with customers. This ASU supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, Revenue from Contracts with Customers In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718), Scope of Modification Accounting 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 Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (Topic 840) In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU No. 2017-04, “ Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment With the exception of the new standards discussed above, there have been no new accounting pronouncements that have significance, or potential significance, to the Company’s financial statements.

Liquidity and Going Concern

Liquidity and Going Concern	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
Liquidity and Going Concern	The accompanying condensed 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 condensed consolidated financial statements, the Company had a net loss of $5,908,068, net cash used in operating activities of $2,620,437, net cash used in investing activities of $0, and net cash provided by financing activities of $2,686,478 for the nine months ended September 30, 2018. As of September 30, 2018, the Company had $951,751 in cash and cash equivalents, a working capital deficit of $6,334,244, an accumulated deficit of $118,349,884, and stockholders’ equity of $42,558. The Company also has significant debt payments due within the next twelve months. Overview of 2018 Private Placements Between February 2 and February 10, 2018, the Company entered into separate purchase agreements with investors pursuant to which the Company sold (i) shares of its common stock, (ii) shares of its convertible preferred stock , (the “May 2018 Private Placements”) The securities issued in connection with the February 2018 Private Placements and the May 2018 Private Placements 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 in the February 2018 Private Placements and the May 2018 Private Placements, pursuant to which the Company agreed to undertake to file a registration statement to register the resale of the shares of common stock and the shares of common stock underlying the warrants and preferred stock. The Company also agreed to use reasonable best efforts to cause such registration statement to be declared effective 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. February 2018 Private Placements In connection with the February 2018 Private Placements, the Company sold (i) an aggregate of 555,557 shares of its common stock for an aggregate purchase price of $1,250,000, or $2.25 per share, (ii) 5,000 shares of our newly designated 0% Series M Convertible Preferred Stock (the “Series M Preferred Stock”) for an aggregate purchase price of $1,500,000, or $300.00 per share, May 2018 Private Placements In connection with the May 2018 Private Placements, the Company agreed to sell (i) 218,182 shares of common stock at an aggregate purchase price of $240,000, or $1.10 per share, and (ii) 5,363.64 shares of newly designated 0% Series N Convertible Preferred Stock (the “Series N Preferred Stock”) at an aggregate purchase price of $590,000, or $110.00 per share also invested in the February 2018 Private Placements (the “Prior Investors”): GRQ Consultants Inc., Roth 401K FBO Renee Honig; GRQ Consultants Inc., Roth 401K FBO Barry Honig; Melechdavid, Inc.; Grander Holdings Inc. 401K; Robert S. Colman Trust UDT 3/13/85; Ben Brauser; Joshua A. Brauser; Daniel A. Brauser; Gregory Aaron Brauser; Erick E. Richardson; and Ronald B. Low. Under the terms of the May 2018 Private Placements, we were required to offer an aggregate of 12,777.77 shares (the “May 2018 Inducement Shares”) of newly designated 0% Series O Preferred Stock (the “Series O Preferred Stock”) to investors who previously purchased securities in the February 2018 Private Placements and who also purchased securities in the May 2018 Private Placements with an aggregate purchase price of at least 40% of their investment amounts in the February 2018 Private Placements. Based on the closing of the offering, and participation of the Prior Investors who invested an aggregate of $830,000 (the “May 2018 Inducement Investors”), the Company issued an aggregate of 10,605.56 May 2018 Inducement Shares in the form of Series O Preferred Stock convertible into an aggregate of 1,060,556 shares of common stock. The May 2018 Private Placements closed on May 15, 2018, with the Company receiving gross proceeds totaling $830,000 Plans for Continuing to Fund the Company’s Losses from Operations We plan to continue to fund the Company’s losses from operations and capital funding needs through equity financings in the form of common stock and preferred stock, licensing agreements, asset sales, strategic collaborations, government grants, issuance of common stock in lieu of cash for services, debt financings 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 began reducing personnel from twenty-five (25) full time employees to six (6) as of November 13, 2018, and reduced other operating expenses following the completion of two (2) Phase 1a clinical trials of our lead antibody product candidate, HuMab 5B1, which has enabled us to reduce our expenditures on clinical trials. We plan to continue funding Phase 1 clinical trials of our product candidate MVT-5873 in cancer patients, MVT-2163 as a diagnostic agent in pancreatic cancer patients, 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, and prepare for a mid-stage proof-of-concept clinical trial of MVT-5873 as a treatment for pancreatitis. We will also support research efforts and continued Phase 1 clinical development by MSK of our Positron-emission tomography (“PET”) imaging agent MVT-2163 under an R01 Research Grant provided by the National Institutes of Health (“NIH”) to MSK in April 2018, with the bulk of the costs of the research and clinical development being borne by the NIH. Although we achieved two strategic transactions in late June 2018 and early July 2018, there can be no assurance that we will be able to achieve additional license and or sales agreements and earn revenues large enough to offset our operating expenses in the future, as discussed further in Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Quarterly Report. We cannot be sure that asset sales or 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 asset sales or 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, suspend or curtail planned programs and/or cease our operations entirely. 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 the Company will continue to incur net losses into the foreseeable future as we: (i) continue our clinical trial of MVT-5873 in cancer patients, (ii) continue our clinical trial for the development of MVT-1075 as a radioimmunotherapy, (iii) prepare for a mid-stage proof-of-concept clinical trial of MVT-5873 as a treatment for pancreatitis, to be initiated in early 2019, and (iv) continue operations as a public company. Based on receipt of $2.7 million net of transaction costs in February 2018, an additional $830,000 from a financing in May 2018, and receipt of $700,000 from an upfront payment under a sublicense agreement with Y-mAbs Therapeutics, Inc. (“Y-mAbs”) during the first nine months of 2018; and receipt of $4.0 million in gross proceeds from an asset purchase and license agreement with Boehringer Ingelheim International GmbH (“Boehringer Ingelheim”) in July 2018, and without any other additional funding or receipt of payments from potential asset sales or licensing agreements, we expect we will have sufficient funds to meet our obligations until December 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. 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 could 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.

Cash and Cash Equivalents

Cash and Cash Equivalents	9 Months Ended
	Sep. 30, 2018
Cash and Cash Equivalents [Abstract]
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 limits its exposure to credit loss by holding cash in U.S. dollars or, from time to time, placing cash and investments in U.S. government, agency and government-sponsored enterprise obligations.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
Fair Value of Financial Instruments	Our financial instruments consist of cash and cash equivalents and 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.

Convertible Preferred Stock, Co

Convertible Preferred Stock, Common Stock and Warrants	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
Convertible Preferred Stock, Common Stock and Warrants	Dividends on Preferred Stock We immediately recognize the changes in the redemption value on preferred stock as they occur and the carrying value of the security is adjusted to equal what the redemption amount would be as if redemption were to occur at the end of the reporting date based on the conditions that exist as of that date. No dividends have ever been declared by the Board of Directors of the Company (the “Board of Directors”) since our inception on any series of convertible preferred stock. Overview of Preferred Stock & Beneficial Ownership Blockers All issued and outstanding shares of the Company’s preferred stock have a par value of $0.01 per share and rank prior to any class or series of the Company’s common stock as to the distribution of assets upon liquidation, dissolution or winding up of the Company or as to the payment of dividends. The Company must obtain the consent of a majority of the holders of each series of preferred stock before taking any action that materially and adversely affects the rights, preferences, or privileges of the applicable series of preferred stock. Also, the holders of each series of preferred stock are entitled to vote on any matter on which the holders of common stock are entitled to vote. Additionally, the Company must obtain the consent of the holders of the Series E Preferred Stock, Series J Preferred Stock, Series L Preferred Stock, and Series N Preferred Stock (as each of those terms are defined below) prior to increasing or decreasing (other than by conversion) the authorized number of the applicable series of preferred stock or issuing any additional shares of the applicable series of preferred stock. Generally, the same investors participated in each of the Company’s preferred stock offerings such that the same investors own most of the shares of each series of the Company’s issued and outstanding preferred stock. Pursuant to terms negotiated in connection with the Company’s sales of preferred stock, the certificates of designation for the Company’s preferred stock each include a 4.99% and/or 9.99% beneficial ownership conversion blocker. These conversion blockers may be decreased or increased, at the option of each holder, to a percentage not to exceed 9.99% upon written notice to the Company, as further specified in the applicable certificate of designation. The certificate of designation for our S includes a 19.99% blocker provision applicable until Series D Preferred Stock As of September 30, 2018 and December 31, 2017, there were 44,104 shares of Series D Convertible Preferred Stock (“Series D Preferred Stock”) issued and outstanding, and convertible into an aggregate of 198,667 shares of common stock. As of September 30, 2018, each one share of Series D Preferred Stock is convertible into 4.5045 shares of Common Stock. Series E Preferred Stock As of September 30, 2018 and December 31, 2017, there were 33,333 shares of Series E Convertible Preferred Stock (“Series E Preferred Stock”) issued and outstanding, and convertible into 173,249 shares of common 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 ($75 per 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 $14.43 per share. Series I Preferred Stock As of September 30, 2018 and December 31, 2017, there were 645,640 and 798,460 shares of our Series I Preferred Stock issued and outstanding, and convertible into 215,214 and 266,154 shares of our common stock, respectively. During the nine months ended September 30, 2018, 152,820 shares of Series I Preferred Stock were converted by Grander Holdings, Inc. 401K into 50,940 shares of common stock. The Series I Preferred Stock has a stated value of $0.01 per share. Each one share of Series I Preferred Stock is convertible into one-third share of common stock. Series J Preferred Stock As of September 30, 2018 and December 31, 2017, there were 772.73 shares of our Series J Convertible Preferred Stock (“Series J Preferred Stock”) issued and outstanding and convertible into 386,365 shares of our common 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 ($550), 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 ($1.10). If we issue or sell common stock, or common equivalent shares, for consideration per share that is less than the conversion price in effect immediately prior to the issuance, then the conversion price in effect immediately prior to such issuance will be adjusted to the lower issuance price, but not be less than $0.10. Series K Preferred Stock As of September 30, 2018 and December 31, 2017, there were 63,150 shares of our Series K convertible preferred stock (“Series K Preferred Stock”) issued and outstanding, and convertible into 2,105,000 of our common 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 ($0.01) divided by the conversion price ($0.0003). Series L Preferred Stock As of September 30, 2018, and December 31, 2017, there were 45,500 and 58,000 shares of our Series L Preferred Stock issued and outstanding, and convertible into 2,527,778 and 3,222,223 shares of our common stock, respectively. During the nine months ended September 30, 2018, 12,500 shares of Series L Preferred Stock were converted into 694,445 shares of common stock by GRQ Consultants, Inc. Roth 401K FBO Renee Honig Trustee, and HS Contrarian Investments, LLC. 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 ($100), 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 ($1.80). Series M Preferred Stock As of September 30, 2018 and December 31, 2017, there were 5,000 and no shares of our Series M Preferred Stock issued and outstanding, and convertible into 666,667 and no shares of our common stock, respectively. The shares of Series M Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of the Series M Preferred Stock ($300), plus all accrued and unpaid dividends, if any, on such Series M Preferred Stock, as of such date of determination, divided by the conversion price ($2.25). Series N Preferred Stock As of September 30, 2018, and December 31, 2017, there were 5,363.64 and no shares of our Series N Preferred Stock issued and outstanding, and convertible into 536,364 and no shares of our common stock, respectively. The shares of Series N Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of the Series N Preferred Stock ($110), plus all accrued and unpaid dividends, if any, on such Series N Preferred Stock, as of such date of determination, divided by the conversion price ($1.10). If we issue or sell common stock, or common equivalent shares, for consideration per share that is less than the conversion price in effect immediately prior to the issuance, then the conversion price in effect immediately prior to such issuance will be adjusted to the lower issuance price, but not be less than $0.10. Series O Preferred Stock As of September 30, 2018, and December 31, 2017, there were 10,605.56 and no shares of our Series O Preferred Stock issued and outstanding, and convertible into 1,060,556 and no shares of our common stock, respectively. The shares of Series O Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of the Series O Preferred Stock ($0.01), plus all accrued and unpaid dividends, if any, on such Series O Preferred Stock, as of such date of determination, divided by the conversion price ($0.0001). We are not permitted to issue any shares of common stock upon conversion of the Series O Preferred Stock until our stockholders approve, in accordance with the rules of the Nasdaq Stock Market LLC, the conversion of Series N Preferred Stock authorized on April 26, 2018, or the conversion of Series O Preferred Stock. Warrants Issued in Connection with February 2018 Private Placements The warrants issued in the February 2018 Private Placements (the “February 2018 Warrants”) are exercisable, at any time on or after the sixth month anniversary of the closing date, at a price of $2.70 per share, subject to adjustment, and expire three years from the initial exercise date. The holders of the February 2018 Warrants may, subject to certain limitations, exercise the February 2018 Warrants on a cashless basis if the shares of common stock issuable upon exercise of the February 2018 Warrants are not registered for resale under the Securities Act within four (4) months of issuance, or between June 2 and June 10, 2018. The Company is prohibited from effecting an exercise of any February 2018 Warrants 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 February 2018 Warrants. The February 2018 Warrants are not listed or quoted on any securities exchange or other trading market. Warrants Issued in Connection with October 2015 Public Offering As of September 30, 2018, and December 31, 2017, warrants to purchase 56,306 shares of common stock previously issued in connection with our public offering closing on October 5, 2015 (the “October 2015 Warrants”) were outstanding. The October 2015 Warrants, which had an exercise price of $29.31 per share, expired on September 30, 2018 . Consultant Grants On February 10, 2017, the Company entered into a consulting agreement with MDM Worldwide, pursuant to which MDM Worldwide agreed to provide investor relations services to the Company in consideration for an immediate grant of 6,667 shares of the Company’s common stock and a monthly cash retainer of $10,000 a month for ongoing services for a period of one year. The shares granted were fully vested upon grant and the Company recognized the grant date fair value of the shares of $56,600 as investor relations expense upon grant during the first quarter of 2017. The services with MDM Worldwide, which the Company was required to purchase by some investors in connection with prior financings of the Company, were terminated effective June 1, 2018. On March 7, 2017, the Company entered into a consulting agreement with Jenene Thomas Communications, pursuant to which Jenene Thomas Communications agreed to provide investor relations services to the Company. In consideration for these services, which began on April 1, 2017, we paid a monthly cash retainer of $12,500. Additionally, we issued 6,667 restricted shares of common stock on April 1, 2017, to be vested at 1,667 per quarter over the four quarters of services under the agreement beginning April 1, 2017. The shares granted were vested over a one-year period over which the services were performed and, as such, were amortized over the same period beginning in April 1, 2017. The services with Jenene Thomas Communications terminated effective June 1, 2018.

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2018
Notes Payable
Notes Payable	Loan and Security Agreement with Oxford Finance, LLC On January 15, 2016, we entered into a loan and security agreement with Oxford Finance, LLC (“Oxford Finance”) 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 Loans”). The option to fund the second tranche of $5,000,000 (the “Term B Loans”) was exercisable 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 Stock Market or NYSE MKT on or before September 30, 2016. The option for the Term B Loans expired unexercised on September 30, 2016. The interest rate for the Term A Loans is set on a monthly basis at the index rate plus 11.29%, where the index rate is the greater of the 30-day LIBOR rate or 0.21%. Interest is due on the first day of each month, in arrears, calculated based on a 360-day year. The Term A Loans were 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 earned 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 Term A Loans, and this amount is being accreted using the effective interest rate method over the term of the loans. The Term A Loans can be prepaid subject to a graduated prepayment fee, depending on the timing of the prepayment. Concurrent with the execution of the Loan Agreement, the Company issued warrants to purchase up to 75,075 shares of common stock to Oxford Finance with an exercise price of $16.65 per share. The warrants were immediately exercisable, 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 a perfected first priority lien on all of the Company’s assets with a negative pledge on IP. The Company paid Oxford Finance 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 in the initiation and administration of the facilities including the cost of loan documentation. At the initial funding on January 15, 2016, the Company received net proceeds from the Term A Loans 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 condensed consolidated balance sheet. The Company's transaction costs of approximately $390,000 are presented in the condensed 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 Oxford Finance’s lien in the collateral or in the value of such collateral. In the event of default by the Company under the Loan Agreement, Oxford Finance 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. First Amendment to Loan and Security Agreement On March 31, 2017, we and Oxford Finance signed the First Amendment to Loan and Security Agreement providing that the payment of principal on the Term A Loans that otherwise would have been due on the March 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 the Collateral Agent (as defined in the Loan Agreement). On May 1, 2017, we paid the principal due on May 1, 2017, along with the $15,000 amendment fee. Second Amendment to Loan and Security Agreement On July 3, 2018, we and Oxford Finance signed the Second Amendment to Loan and Security Agreement whereby Oxford Finance has (i) consented to the Company’s license and sale to Boehringer Ingelheim of certain preclinical assets (the “Acquired Assets”) and release of any encumbrances under the Loan Agreement that relate to the Acquired Assets, (ii) payments of advisory fees to Greenhill & Company of $385,000 over the course of six months in equal monthly payments, and (iii) deferred principal payments under the Loan Agreement for six months starting with the July 2018 payment, in exchange for the Company granting such additional collateral that was not pledged previously or in which security interest was not granted prior to the Second Amendment. We are obligated to pay a fully earned and non-refundable amendment fee of $5,000 to Oxford Finance, which shall become due and payable upon the earlier of: (i) the maturity date of the term loans, (ii) the acceleration of any term loan, or (iii) the prepayment of the term loans pursuant to the Loan Agreement. For the three and nine months ended September 30, 2018, the Company recorded interest expense related to the Loan Agreement of $94,755 and $308,271, respectively. For the three and nine months ended September 30, 2017, the Company recorded $138,642 and $445,934 in interest expense related to the term loan, respectively. 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, was approximately 11.82% and 12.30% as of September 30, 2018 and 2017, respectively. The future principal payments under notes payable for the Loan Agreement and financed insurance as of September 30, 2018 are as follows: Years ending December 31: 2018 (remaining) $ 36,348 2019 2,380,952 2020 396,826 Notes payable, balance as of September 30, 2018 2,814,126 Unamortized discount on notes payable (179,025 ) Notes payable, net, balance as of September 30, 2018 2,635,101 Current portion of notes payable, net (1,822,062 ) Non-current portion of notes payable, net $ 813,039 Notice of Events of Default under Loan and Security Agreement The Company believes it was in compliance with all applicable covenants set forth in the Loan Agreement as of September 30, 2018. However, on August 14, 2018, the Company received a letter from Oxford Finance (the “Notice”) asserting certain events of default under the Loan Agreement had occurred as a result of certain events the Company reported as having occurred, including, without limitation, (i) the resignation of the Company’s external auditor, CohnReznick LLP

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2018
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 member of the Board of Directors at that 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 made quarterly payments thereafter beginning January 1, 2017. On February 16, 2018, the Company extended Dr. Ravetch’s consulting agreement until February 16, 2019, with services to be provided, as may be needed by the Company. During the three and nine months ended September 30, 2018, Dr. Ravetch provided no consulting services related to this agreement and no payments were made. During the three and nine months ended September 30, 2017, the Company recorded $25,000 and $50,000, respectively, in consulting expenses as part of general and administration expenses related to this agreement. On November 3, 2016, the Company granted 5,833 stock options to Jeffrey Ravetch, M.D., Ph.D., for his ongoing consulting services to the Company. The option award vests over a three-year period. During the three and nine months ended September 30, 2018, the Company recognized $0 and $6,584, respectively, of stock-based compensation expense, as part of general and administration expenses, related to this option grant. During the three and nine months ended September 30, 2017, the Company recognized $3,826 and $7,652, respectively, of stock-based compensation expense, as part of general and administration expenses, related to this option grant. On May 19, 2017, the Company granted each director, other than J. David Hansen, Jeffrey Ravetch (a member of the Board of Directors at the time) and Philip Livingston, 16,667 options at a market price of $5.40, with immediate vesting for their continuing service to the Company, in exchange for giving up their director 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 an exercise price of $6.00 per share with immediate vesting and no performance obligations. Options granted to J. David Hansen and Philip Livingston were granted as a condition of the May 2017 financing transaction. The 166,667 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. Because of the immediate vesting and all of the expenses recorded in 2017, no expenses are being recorded for these grants in 2018. During the three and nine months ended September 30, 2017, the Company recorded $0 and $1,480,089, respectively, in stock-based compensation expenses in general and administration expenses, related to these grants.

Stock-based Activity

Stock-based Activity	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
Stock-based Activity	Stock-based Compensation We measure stock-based compensation expense for equity-classified awards, principally related to stock options and restricted stock units (“RSUs”), based on the estimated fair value of the award on the date of grant. We recognize the value of the portion of the award that we ultimately expect to vest as stock-based compensation expense over the requisite service period in our condensed consolidated statements of operations. We use the Black-Scholes model to estimate the fair value of stock options granted. The expected term of stock options granted represents the period of time that we expect them to be outstanding. For the three and nine months ended September 30, 2018 and 2017, the following valuation assumptions were used: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Risk-free interest rate - - 2.4 % 1.5 to 2.0 % Dividend yield - - 0 % 0 % Expected volatility - - 87 % 73 to 85 % Expected life of options, in years - - 5.5 yrs. 1.4 to 6.0 yrs. Weighted-average grant date fair value - - $ 1.42 $ 1.53 Total estimated stock-based compensation expense, related to all the Company’s stock-based payment awards recognized under ASC 718, “Compensation—Stock Compensation” Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2018 2017 2018 2017 Research and development $ 96,157 $ 292,523 $ 340,979 $ 989,884 General and administrative 172,458 721,213 966,183 3,526,488 Total stock-based compensation expense $ 268,615 $ 1,013,736 $ 1,307,162 $ 4,516,372 Stock-based Award Activity The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2018: Options Outstanding Weighted-Average Exercise Price Outstanding at December 31, 2017 953,937 $ 13.97 Granted 1,186,000 1.99 Exercised — — Forfeited/cancelled/expired (319,348 ) 6.71 Outstanding and expected to vest at September 30, 2018 1,820,589 $ 7.44 Vested and exercisable at September 30, 2018 1,060,093 $ 10.24 The total unrecognized compensation cost related to unvested stock option grants as of September 30, 2018, was $1,549,114 and the weighted average period over which these grants are expected to vest is 1.3 years. The weighted average remaining contractual life of stock options outstanding at September 30, 2018 and 2017 is 9.2 and 9.1 years, respectively. During the first nine months of 2018, the Company granted 1,186,000 options to officers and employees with a weighted average exercise price of $1.99 and vesting over a three-year period with a vesting starting at the one-year anniversary date of the grant date. During the first nine months of 2017, the Company granted 682,230 options to officers and employees with a weighted average exercise price of $7.11 and vesting over a three-year period with vesting starting at the one-year anniversary of the grant date. 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. Because the Company had a net operating loss carryforward as of September 30, 2018, no tax benefits for the tax deductions related to stock-based compensation expense were recognized in the Company’s condensed consolidated statements of operations. Additionally, no stock options were exercised in the three and nine months ended September 30, 2018 and 2017. A summary of activity related to restricted stock grants under the Fifth Amended and Restated MabVax Therapeutics Holdings, Inc. 2014 Employee, Director and Consultant Equity Incentive Plan for the nine months ended September 30, 2018 is presented below: Shares Weighted Average Grant-Date Fair Value Non-vested at December 31, 2017 832,226 $ 3.88 Granted — — Vested (832,226 ) 50.26 Forfeited — — Non-vested at September 30, 2018 — $ — As of September 30, 2018, there were no non-vested RSUs remaining outstanding. Management Bonus Plan On February 21, 2018, the compensation committee of the Board of Directors reviewed 2017 results and concluded that the year’s performance, relative to the objectives set at the beginning of the year, did not merit any bonus payment. The compensation committee also determined that management base salaries would currently remain unchanged from 2017 levels. Common stock reserved for future issuance Common stock reserved for future issuance consists of the following at September 30, 2018: Common stock reserved for conversion of preferred stock 7,869,862 Warrants to purchase common stock 1,221,935 Common stock options outstanding 1,820,589 Authorized for future grant or issuance under the Stock Plan 646,059 Total 11,558,445

Net Income (Loss) per Share

Net Income (Loss) per Share	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
Net Income (Loss) per Share	The Company calculates basic and diluted net income (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. Basic and diluted net loss per share is computed as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net income (loss) allocable to common stockholders $ 340,681 $ (6,200,161 ) $ (7,296,247 ) $ (22,784,296 ) Basic net income (loss) per common share $ 0.04 $ (1.62 ) $ (0.81 ) $ (8.04 ) Diluted net income (loss) per share $ 0.02 $ (1.62 ) $ (0.81 ) $ (8.04 ) Weighted average common shares outstanding 9,253,880 3,830,280 8,983,980 2,834,692 Diluted weighted average shares outstanding 17,123,742 3,830,280 8,983,980 2,834,692 Diluted weighted average shares outstanding for the three months ended September 30, 2018, includes only the common stock reserved for conversion of preferred stock, as the exercise price for the warrants to purchase common stock and the exercise price for common stock options outstanding are substantially above the weighted average price per share during the period. The table below presents the potentially dilutive securities that would have been included in the calculation of diluted net loss per share for the three months ended September 30, 2017, and for the Nine Months ended September 30, 2018 and 2017, respectively, if they were not antidilutive for those periods presented. Nine Months Ended September 30, 2018 2017 Common stock reserved for conversion of preferred stock 7,869,862 3,877,796 Warrants to purchase common stock 1,221,935 691,139 Common stock options outstanding 1,820,589 938,413 Unvested restricted stock — 317,902 Total 10,912,386 5,825,250

Contracts and Agreements

Contracts and Agreements	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
Contracts and Agreements	Asset Purchase and License Agreement with Boehringer Ingelheim On July 4, 2018, the Company entered into an Asset Purchase Agreement and License Agreement with Boehringer Ingelheim International GmbH (hereafter, “BII” and the “Asset Purchase Agreement”) centered on MabVax's program targeting a glycan commonly overexpressed on multiple solid tumor cancers. BII has acquired all rights in and to the program. MabVax received a non-refundable $4 million payment upon signing the agreement and expects to receive an additional $7 million in connection with BII reaching certain near-term milestones and downstream regulatory milestones plus further earn-out payments. The Company recognized the initial $4 million non-refundable upfront payment as revenue, as BII obtained the exclusive rights to use the intellectual property and there were no continuing obligations other than to deliver materials and documents of an administrative nature that were completed within 15 days of entering into the agreement. As of September 30, 2018, the Company had not recognized as revenue any of the future milestones given the high risk and uncertainty of continuing development by BII given such risks. In connection with the Asset Purchase Agreement, the Company incurred cost of sales totaling $785,000, including 10% of the $4 million payment or $400,000 to MSK to obtain MSK’s consent to enter into the Asset Purchase Agreement, and $385,000 in a fixed fee to investment banker Greenhill & Co. MabVax agreed to share with MSK 20% or $1.4 million of the $7.0 million in near-term milestones if achieved by BII. The asset acquisition is separate and distinct from other programs under development at MabVax, enabling MabVax to retain all rights to its lead HuMab-5B1 antibody program which is in Phase 1 clinical trials as a therapeutic product candidate and as a diagnostic product candidate, as well as other antibody discovery programs from the Company's antibody discovery portfolio targeting other cancer antigens. Cold Spring Harbor Laboratory License Agreement On September 8, 2018, the Company entered into an agreement with Cold Spring Harbor Laboratory (“CSHL”), a nonprofit New York State education corporation, whereby the Company licensed the exclusive worldwide rights to certain discoveries and technology including exclusive interest in certain patent applications filed by the Company on behalf of CSHL for use of MVT-5873 as a treatment for pancreatitis. The Company paid $20,000 as an upfront license fee and will pay to CSHL a nonrefundable annual license maintenance fee of the same amount beginning on January 1, 2020 and continuing each year thereafter during the term of the agreement and will increase to $50,000 a year upon issuance of the first patent in connection with the technology. The annual license fee will be reduced for any patent prosecution and maintenance costs and will be fully creditable against any royalties or milestone payments earned during the year. Future milestone payments are in the aggregate less than $2.5 million, with royalties that range from 0.25% if no valid claim to patents, to 2.5% if there is a valid claim of the patent in the territory of sales. Sublicense Grant to Y-mAbs Therapeutics, Inc. On June 27, 2018, we granted an exclusive sublicense to Y-mAbs, a privately held clinical stage biopharmaceutical company, for a bi-valent ganglioside-based vaccine intended to treat neuroblastoma, a rare pediatric cancer (the “Y-mAbs Sublicense”). Total value of the transaction to MabVax is $1.3 million plus a share of a Priority Review Voucher (as defined in the sublicense agreement) if granted by the FDA to Y-mAbs on approval of the vaccine and the Priority Review Voucher is subsequently sold. Additionally, Y-mAbs will be responsible for all further development of the product as well as any downstream payment obligations related to this specific vaccine to MSK that were specified in the original MabVax-MSK license agreement dated April 30, 2008. If Y-mAbs successfully develops and receives FDA approval for the neuroblastoma vaccine, it is obligated to file with the FDA for a Priority Review Voucher. If the voucher is granted to Y-mAbs and subsequently sold, then MabVax will receive a percentage of the proceeds from the sale of the voucher by Y-mAbs. Upon entering the Y-mAbs Sublicense, the Company received a non-refundable upfront payment of $700,000 and will receive an additional $600,000 upon the one-year anniversary of entering into the agreement, provided Y-mAbs has not terminated the agreement prior to the one-year anniversary. The Sublicense Agreement contains termination provisions allowing for the termination of the agreement (i) upon material breach if the breaching party fails to cure the breach within 60 days of notice by the non-breaching party, (ii) by Y-mAbs at any time upon 90 days’ advance notice to MabVax, or (iii) the expiration or termination of the underlying license from MSK to MabVax, provided that MSK will assume the agreement if Y-mAbs is in material compliance with the agreement upon the termination of the MSK-MabVax license. There were no continuing obligations on the part of the Company in connection with the agreement other than one-time administrative matters that were completed within thirty (30) days of signing the agreement. Therefore, the Company recognized $700,000 as revenue upon signing the agreement and receiving the funds. Because Y-mAbs has the right to terminate the Y-mAbs Sublicense before the one-year anniversary and the uncertainty of continuing clinical development by Y-mAbs, the Company will not recognize additional revenue until it is likely the termination provisions are no longer applicable. Letter Agreement with MSK On June 27, 2018, we entered into a letter agreement with MSK (the “MSK Letter”) in connection with obtaining the consent from MSK for the Company to enter into the Y-mAbs Sublicense and allow Y-mAbs to “step into the shoes” of the obligations that the Company would have had to pay MSK if the Company had continued development of the neuroblastoma vaccine, including future payment obligations of the Company regarding future milestones. As part of the agreement, the Company and MSK agreed that MabVax would receive 100% of both the $700,000 upfront payment and $600,000 upon the one-year anniversary of the Y-mAbs Sublicense. All of the obligations to MSK in the MSK Letter were fully expensed as of June 30, 2018. May 2017 Letter Agreement On May 15, 2017, as a condition to the participation of HS Contrarian Investments, LLC (“HS Contrarian”) in the public offering of the Company’s common stock and Series G Preferred Stock in May 2017 (the “May 2017 Public Offering”), the Company entered into a Letter Agreement with HS Contrarian (the “May 2017 Letter Agreement”) where the Company agreed to offer incentive shares (the “May 2017 Inducement Shares”) to investors who (i) participated in both the Company’s August 2016 public offering and the Company’s April 2015 private offering, (ii) purchased securities in the May 2017 Public Offering equal to at least 50% of their original investment in the August 2016 public offering or 25% of their original investment in the April 2015 private offering, and (iii) still hold 100% of their common stock or preferred stock purchased in those investments. Further, the Company agreed to the following in the May 2017 Letter Agreement: Board Nomination: To nominate one (1) candidate to the Board of Directors acceptable to the holder of a majority of the Series G Preferred Stock by December 31, 2017, and that (2) two current Board members would resign. Executive Hire: To hire a new C-level executive in a leadership role by July 15, 2017. Board Compensation: To issue an aggregate of 350,000 options to certain employees and members of the Board of Directors, at a price not less than $6.00 per share, and 16,667 options to each other member of the Board of Directors at the current market price in connection with this offering. The options were issued pursuant to the Company’s option plan, subject to the requisite approvals and availability under the plan. The company was responsible for obtaining the approval of the Board of Directors and stockholders of the Company to the extent the company needed their approval to increase the number of shares available under the plan. All Board of Director fees were waived for 2017. Funds Held in Escrow: $500,000 of the funds from the May 2017 Public Offering were to be held in escrow and released to one or more investor relations services acceptable to the Company following the closing of this offering. Additionally, we granted HS Contrarian consent rights: the 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 a price below $7.50 per share and for as long as HS Contrarian in the offering holds 50% or more of the shares of Series G Preferred Stock purchased by HS Contrarian in the May 2017 Public Offering (the “Consent Rights”). All other prior consent rights of HS Contrarian were superseded by these consent rights. As of September 30, 2018, none of the shares of Series G Preferred Stock is outstanding. Thus, HS Contrarian no longer holds the Consent Rights. For the period from the May 2017 Public Offering to December 31, 2017, the Company exceeded the minimum $500,000 in expenses related to outside investor relations services fulfilling the Company’s obligation for spending on investor relations. HS Contrarian elected not to hold the funds in escrow. Further, the Company issued the May 2017 Inducement Shares and adjusted the Board of Directors compensation per the May 2017 Letter Agreement. Also, two members of the Board of Directors resigned during 2017, achieving one of the conditions of HS Contrarian. The Company did not nominate a new member to the Board of Directors, nor did it hire a new C-level executive in light of limited amount of cash available to the Company. Letter Agreement Regarding Future Financing Transactions On August 9, 2017, in connection with an offering in the aggregate amount of $1,312,500 in which the Company sold shares of its Series J Preferred Stock (the “August 2017 Offering”), we entered into a Letter Agreement with HS Contrarian (the “August 2017 Letter Agreement”), whereby HS Contrarian consented to and agreed that, the Company may sell securities to the investors set forth below, of an aggregate amount of up to $2,350,000, and the Company would issue incentive shares in the form of newly designated shares of Series K Preferred Stock convertible into an aggregate of 2,166,667 shares of common stock to be distributed to the following individuals or entities, as directed by HS Contrarian, as an incentive (the “Inducement Shares”) for HS Contrarian and these entities and individuals to invest in the August 2017 Offering. HS Contrarian Investments, LLC GRQ Consultants, Inc. Roth 401K FBO Barry Honig Trustee GRQ Consultants, Inc. Roth 401K FBO Renee Honig Trustee Grander Holdings, Inc. 401K Robert B. Prag David Moss Paradox Capital Partners, LLC Melechdavid, Inc. Melechdavid, Inc. Retirement Plan Robert S. Colman Trust UDT 3/13/85 Sargeant Capital Ventures, LLC Edward W. Easton TTEE The Easton Group ORP PSP U/A DTD 02/09/2000 Donald E. Garlikov Airy Properties Ryan O'Rourke Corey Patrick O'Rourke In addition, the Company agreed to the following in the August 2017 Letter Agreement: ● To file a proxy statement for a special meeting of stockholders within 10 days of closing the August 2017 Offering. Proposals were to include (i) an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of its issued and outstanding common stock by a ratio of not less than one-for-two and not more than one-for-twenty at any time prior to one year from the date of the special meeting, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors, (ii) the issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 30% below the market price of the common stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d), (iii) the issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 20% below the market price of the Common Stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d), (iv) the issuance of common stock upon the conversion of Series J Preferred Stock and (v) the issuance of incentive shares in the form of shares of Series K Preferred Stock convertible into an aggregate of 2,166,667 shares of common stock. ● Subject to agreement on terms and conditions of the investment, HS Contrarian committed to a $1,000,000 lead order in an offering amount of $8,000,000 (the “$8,000,000 Financing”). The $8,000,000 Financing was subject to the Company obtaining approval of a reverse stock split, issuance of the Series J Preferred Stock, and filing a proxy statement for stockholder approval of the Inducement Shares as identified in the August 2017 Letter Agreement. ● That the employment terms of all management be reduced to two years from three years and that management defer portions of their salary for the remainder of the year, which would be paid upon the earlier of completion of the $8,000,000 Financing or a business transaction that represents, or transactions in the aggregate that represent, in excess of $10,000,000. In connection with HS Contrarian’s and the Company’s obligations under the August 2017 Letter Agreement, neither the $8,000,000 Financing nor the change in employment terms from three years to two years were completed as of November 13, 2018. Memorial Sloan Kettering Cancer Center Since 2008, the Company has engaged in various research agreements and collaborations with MSK including licensed rights to cancer vaccines and the blood samples from patients who have been vaccinated with MSK’s cancer vaccines. Total sponsored research contracts outstanding in 2016 amounting to approximately $800,000 in 2016 were 100% complete as of the year ended December 31, 2016. Such sponsored research agreements provide support for preclinical work on the Company’s product development programs. The work includes preparing radioimmunoconjugates of the Company’s antibodies and performing in vitro in vivo Patheon Biologics LLC Agreement On April 14, 2014, the Company entered into a development and manufacturing services agreement with Patheon Biologics LLC (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 QC testing. Total amount of the contract is estimated at approximately $3.0 million. For the three months ended September 30, 2018 and 2017, the Company recorded no expenses associated with the agreement, as no manufacturing was completed during either period.

Commitments and contingencies

Commitments and contingencies	9 Months Ended
	Sep. 30, 2018
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 $95,656. The term of the lease is five years (60 months), and the monthly lease payment is $1,942. In addition, there is a $1.00 buyout option at the end of the lease term. Minimum future annual capital lease obligations are as follows as of September 30, 2018: 2018 (remaining) $ 5,601 2019 22,402 2020 22,402 2021 7,468 Less interest (7,426 ) Principal 50,447 Less current portion (18,943 ) Noncurrent portion $ 31,504 Operating Leases In 2015, the Company recorded a $590,504 contingent lease termination fee of the master lease and sublease of 3165 Porter Drive in Palo Alto, California, which was payable to ARE-San Francisco No. 24 (“ARE”), if the Company received $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 condensed consolidated 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 recognized rent expense on a straight-line basis over the term of the lease. During the three and nine months ended September 30, 2018, the Company recorded rent expense of $115,238 and $345,714, respectively. Minimum future annual operating lease obligations are as follows as of September 30, 2018: 2018 (remaining) $ 151,204 2019 466,085 2020 480,068 2021 494,470 2022 41,306 Total $ 1,633,133 Legal Proceedings See Item 1 of Part II “Other Information” and Note 12 “Subsequent Events” for a discussion of legal proceedings.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	Legal Proceedings Jackson v. Hansen et al. . In re MabVax Therapeutics Securities Litigation Liesman v. Hansen et al.,

Nature of Business and Basis _2

Nature of Business and Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2018
Basis Of Presentation Policies
Nature of Business - About Us	MabVax Therapeutics Holdings, Inc. is a clinical-stage biotechnology company with a fully human antibody discovery platform focused on the rapid translation into clinical development of products to address unmet medical needs in the treatment of cancer and pancreatitis. We discovered a pipeline of human monoclonal antibody product candidates based on the protective immune responses generated by patients who have been vaccinated against targeted cancers. Our therapeutic vaccine product candidates under development were discovered at Memorial Sloan Kettering Cancer Center (“MSK”) and are exclusively licensed to us as well as exclusive rights to blood samples from patients who were vaccinated with the same licensed vaccines. We operate in only one business segment. Our lead development product, MVT-5873, is a fully human IgG1 monoclonal antibody (mAb) that targets sialyl Lewis A (sLea), an epitope on CA19-9. MVT-5873 is currently in Phase 1 clinical trials as a therapeutic agent for patients with pancreatic cancer and other CA19-9 positive tumors. CA19-9 is expressed in over 90% of pancreatic cancers and in other diseases including pancreatitis. CA19-9 plays an important role in tumor adhesion and metastasis and is a marker of an aggressive cancer phenotype. CA19-9 also has an important role in the biological pathways that can result in pancreatitis. CA19-9 serum levels are considered a valuable adjunct in the diagnosis, prognosis and treatment monitoring of pancreatic cancer and now pancreatitis. With our collaborators including MSK, Sarah Cannon Research Institute, Honor Health and Imaging Endpoints, we have treated more than 56 patients with either our therapeutic antibody designated as MVT-5873 or our PET imaging diagnostic product designated as MVT-2163 in Phase 1 clinical studies, and demonstrated early safety, specificity for the target and a potential efficacy signal. The Company also has a radioimmunotherapy product, designated as MVT-1075, that is also in Phase 1 clinical development. For additional information, please visit the Company's website, www.mabvax.com . Information on the Company’s website is not incorporated herein. Studies conducted by Cold Spring Harbor Laboratories have demonstrated that antibodies capable of binding to CA19-9 and blocking the downstream biological pathways of pancreatitis have a positive effect on ameliorating the disease. Combining the preclinical science supporting the use of the CA19-9 blocking antibodies in the treatment of pancreatitis with the clinically validated data and supplies of MVT-5873 already available gives MabVax the opportunity, assuming adequate funding, to move quickly into the clinic in a mid-stage proof of concept clinical trial in the near-term. The Company completed a preclinical asset sale and license agreement with Boehringer Ingelheim International GmbH (“Boehringer Ingelheim”) in July 2018, and a license agreement for a cancer vaccine to Y-mAbs Therapeutics, Inc. in June 2018. The Company received nearly $5 million in upfront payments from these two transactions to begin the third quarter, with an additional $7.6 million in downstream milestones the Company may receive based either on reaching an anniversary date of entering the agreement, provided the agreement is not canceled before a milestone has been earned or due, or upon reaching a milestone. We have incurred net losses since inception and expect to incur substantial losses for the foreseeable future as we continue our research, development and clinical activities. To date, we have funded operations primarily through revenues earned from asset sale and license agreements, proceeds from the sale of common and preferred stock, government grants, the issuance of debt, the issuance of common stock in lieu of cash for services, 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. We expect these activities, together with general and administrative expenses, to result in substantial operating losses for the foreseeable future. We will not receive substantial revenue unless we or our collaborative partners complete clinical trials, obtain regulatory approvals and successfully commercialize one or more product candidates; or we license our technology after achieving one or more milestones of interest to a potential partner.
Reverse Stock Splits	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 “2016 Reverse Stock Split”). 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 another reverse stock split of our issued and outstanding common stock on a 1-for-3 basis, effective on February 16, 2018 (the “2018 Reverse Stock Split”; collectively with the 2016 Reverse Stock Split, the “Reverse Stock Splits”). 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 thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits, including rounding for fractional shares and reclassifying any amount equal to the reduction in par value of common stock to additional paid-in capital.
Delaware Order Granting Petition for Relief	On September 20, 2018, the Court of Chancery of the State of Delaware (the “Court”) entered an order validating (i) issuances of common stock upon conversions of the Company’s preferred stock occurring between June 30, 2014 and February 12, 2018, and (ii) stockholder approval of corporate actions presented to the Company’s stockholders from June 30, 2014 to February 12, 2018. In so doing, the Court granted the Company’s Verified Petition for Relief Under 8 Del. C. § 205 In re: MabVax Therapeutics Holdings, Inc.
Basis of Presentation	The balance sheet data at December 31, 2017, was derived from audited financial statements at that date. It does not include, however, all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. The accompanying unaudited condensed consolidated financial statements were prepared using GAAP for interim financial information and the instructions to Regulation S-X. While these statements reflect all normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of the interim period, they do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the audited financial statements of MabVax Therapeutics Holdings, Inc. for the year ended December 31, 2017, included in our Annual Report on Form 10-K filed with the SEC on April 2, 2018 and amended on Form 10-K/A as filed with the SEC on October 15, 2018. These quarterly results are not necessarily indicative of future results. The preparation of condensed 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 condensed 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.
Use of Estimates	The preparation of condensed 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 condensed 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.
Fair Value Measurements	The Company had no assets or liabilities that were measured using quoted prices for similar assets and liabilities or significant unobservable inputs (Level 2 and Level 3 assets and liabilities, respectively) as of September 30, 2018 and December 31, 2017. The carrying value of cash held in money market funds of $864,110 and $1,196 as of September 30, 2018 and December 31, 2017, respectively, is included in cash and cash equivalents and approximates market values based on quoted market prices (Level 1 inputs).
Concentration of Credit Risk	Credit risk represents the risk that the Company would incur a loss if counterparties failed to perform pursuant to the terms of their agreements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents consist of money market funds with major financial institutions in the United States. These funds may be redeemed upon demand and, therefore, bear minimal risk. The Company does not anticipate any losses on such balances.
Consideration of Impairment and Goodwill	The Company maintains a goodwill balance of $6,826,003 on its balance sheet as of September 30, 3018 and December 31, 2017, and tests for impairment at least annually and whenever there has been a material change in the Company by applying GAAP principles related to ASC 350 Intangibles – Goodwill and Other
Revenue Recognition	Effective January 1, 2018, the Company adopted Accounting Standards Codification, or ASC, Topic 606, Revenue from Contracts with Customers License and Other Revenues The Company enters into licensing agreements which are within the scope of Topic 606, under which it licenses certain of its product candidates’ rights to third parties. The terms of these arrangements typically include payment of one or more of the following: non-refundable, up-front license fees; development, regulatory and commercial milestone payments; and royalties on Gross Profit of the licensed product, which will be classified as royalty revenues, if and when earned. In determining the appropriate amount of revenue to be recognized as it fulfills its obligation under each of its agreements, the Company performs the five steps described above. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price, which may include forecasted revenues, development timelines, reimbursement of personnel costs, discount rates and probabilities of technical and regulatory success. Licensing of Intellectual Property – Milestone Payments – Royalties –
Accrued Liabilities	The Company is required to estimate accrued liabilities as part of the process of preparing its financial statements. The estimation of accrued liabilities involves identifying services that have been performed on the Company’s behalf, and then estimating the level of service performed and the associated cost incurred for such services as of each balance sheet date. Accrued liabilities include professional service fees, such as for lawyers and accountants, contract service fees, such as those under contracts with clinical monitors, data management organizations and investigators in conjunction with clinical trials, and fees to contract manufacturers in conjunction with the production of clinical materials. Pursuant to the Company’s assessment of the services that have been performed, the Company recognizes these expenses as the services are provided. Such assessments include: (i) an evaluation by the project manager of the work that has been completed during the period; (ii) measurement of progress prepared internally and/or provided by the third-party service provider; (iii) analyses of data that justify the progress; and (iv) the Company’s judgment.
Research and Development Costs	Except for payments made in advance of services, research and development costs are expensed as incurred. For payments made in advance, the Company recognizes research and development expense as the services are rendered. Research and development costs primarily consist of salaries and related expenses for personnel, laboratory supplies and raw materials, and sponsored research, Other research and development expenses include fees paid to consultants and outside service providers including clinical research organizations and clinical manufacturing organizations.
Recently Issued Accounting Standards	Adopted Accounting Standards In May 2014, the FASB issued Topic 606 which amends the guidance for accounting for revenue from contracts with customers. This ASU supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, Revenue from Contracts with Customers In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718), Scope of Modification Accounting 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 Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (Topic 840) In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU No. 2017-04, “ Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment With the exception of the new standards discussed above, there have been no new accounting pronouncements that have significance, or potential significance, to the Company’s financial statements.

Notes Payable (Tables)

Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2018
Notes Payable
Future principal payments	Years ending December 31: 2018 (remaining) $ 36,348 2019 2,380,952 2020 396,826 Notes payable, balance as of September 30, 2018 2,814,126 Unamortized discount on notes payable (179,025 ) Notes payable, net, balance as of September 30, 2018 2,635,101 Current portion of notes payable, net (1,822,062 ) Non-current portion of notes payable, net $ 813,039

Stock-based Activity (Tables)

Stock-based Activity (Tables)	9 Months Ended
	Sep. 30, 2018
Stock-based Activity Tables
Valuation Assumptions	Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Risk-free interest rate - - 2.4 % 1.5 to 2.0 % Dividend yield - - 0 % 0 % Expected volatility - - 87 % 73 to 85 % Expected life of options, in years - - 5.5 yrs. 1.4 to 6.0 yrs. Weighted-average grant date fair value - - $ 1.42 $ 1.53
Stock-based Compensation	Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2018 2017 2018 2017 Research and development $ 96,157 $ 292,523 $ 340,979 $ 989,884 General and administrative 172,458 721,213 966,183 3,526,488 Total stock-based compensation expense $ 268,615 $ 1,013,736 $ 1,307,162 $ 4,516,372
Stock-based Award Activity	Options Outstanding Weighted-Average Exercise Price Outstanding at December 31, 2017 953,937 $ 13.97 Granted 1,186,000 1.99 Exercised — — Forfeited/cancelled/expired (319,348 ) 6.71 Outstanding and expected to vest at September 30, 2018 1,820,589 $ 7.44 Vested and exercisable at September 30, 2018 1,060,093 $ 10.24
Restricted stock grants	Shares Weighted Average Grant-Date Fair Value Non-vested at December 31, 2017 832,226 $ 3.88 Granted — — Vested (832,226 ) 50.26 Forfeited — — Non-vested at September 30, 2018 — $ —
Common stock reserved for future issuance	Common stock reserved for conversion of preferred stock 7,869,862 Warrants to purchase common stock 1,221,935 Common stock options outstanding 1,820,589 Authorized for future grant or issuance under the Stock Plan 646,059 Total 11,558,445

Net Income (Loss) per Share (Ta

Net Income (Loss) per Share (Tables)	9 Months Ended
	Sep. 30, 2018
Net Loss Per Share Tables
Basic and diluted net loss per share	Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net income (loss) allocable to common stockholders $ 340,681 $ (6,200,161 ) $ (7,296,247 ) $ (22,784,296 ) Basic net income (loss) per common share $ 0.04 $ (1.62 ) $ (0.81 ) $ (8.04 ) Diluted net income (loss) per share $ 0.02 $ (1.62 ) $ (0.81 ) $ (8.04 ) Weighted average common shares outstanding 9,253,880 3,830,280 8,983,980 2,834,692 Diluted weighted average shares outstanding 17,123,742 3,830,280 8,983,980 2,834,692
Potentially dilutive securities	Nine Months Ended September 30, 2018 2017 Common stock reserved for conversion of preferred stock 7,869,862 3,877,796 Warrants to purchase common stock 1,221,935 691,139 Common stock options outstanding 1,820,589 938,413 Unvested restricted stock — 317,902 Total 10,912,386 5,825,250

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
Minimum future annual operating lease obligations	2018 (remaining) $ 5,601 2019 22,402 2020 22,402 2021 7,468 Less interest (7,426 ) Principal 50,447 Less current portion (18,943 ) Noncurrent portion $ 31,504
Future minimum lease payments	2018 (remaining) $ 151,204 2019 466,085 2020 480,068 2021 494,470 2022 41,306 Total $ 1,633,133

Nature of Business and Basis _3

Nature of Business and Basis of Presentation (Details Narrative)	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
State of incorporation	Delaware
Date of incorporation	Oct. 20, 1988
Trading symbol	MBVX

Liquidity and Going Concern (De

Liquidity and Going Concern (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net (loss)	$ 340,681	$ (3,080,161)	$ (5,908,068)	$ (14,424,883)
Net cash used for operating activities			2,620,437	8,702,932
Net cash used in investing activities			0	21,072
Net cash provided by financing activities			2,686,478	7,797,492
Cash and cash equivalents	951,751	$ 3,052,778	951,751	$ 3,052,778	$ 885,710	$ 3,979,290
Working capital deficit	(6,334,244)		(6,334,244)
Accumulated deficit	(118,349,884)		(118,349,884)		(111,053,637)
Stockholders' equity	$ 42,558		$ 42,558		$ 1,130,440

Convertible Preferred Stock, _2

Convertible Preferred Stock, Common Stock and Warrants (Details Narrative) - shares	Sep. 30, 2018	Dec. 31, 2017
Series D Convertible Preferred Stock [Member]
Preferred stock, shares issued	44,104	44,104
Preferred stock, shares outstanding	44,104	44,104
Series E Convertible Preferred Stock [Member]
Preferred stock, shares issued	33,333	33,333
Preferred stock, shares outstanding	33,333	33,333
Series I Convertible Preferred Stock [Member]
Preferred stock, shares issued	645,640	798,460
Preferred stock, shares outstanding	645,640	798,460
Series J Convertible Preferred Stock [Member]
Preferred stock, shares issued	772.73	772.73
Preferred stock, shares outstanding	772.73	772.73
Series K Convertible Preferred Stock [Member]
Preferred stock, shares issued	63,150	63,150
Preferred stock, shares outstanding	63,150	63,150
Series L Convertible Preferred Stock [Member]
Preferred stock, shares issued	45,500	58,000
Preferred stock, shares outstanding	45,500	58,000
Series M Convertible Preferred Stock [Member]
Preferred stock, shares issued	5,000	0
Preferred stock, shares outstanding	5,000	0
Series O Convertible Preferred Stock [Member]
Preferred stock, shares issued	10,605.56	0
Preferred stock, shares outstanding	10,605.56	0
Series N Convertible Preferred Stock [Member]
Preferred stock, shares issued	5,363.64	0
Preferred stock, shares outstanding	5,363.64	0

Notes Payable (Details)

Notes Payable (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Years ending December 31:
2018 (remaining)	$ 36,348
2,019	2,380,952
2,020	396,826
Notes Payable, balance as of September 30, 2018	2,814,126
Unamortized discount on notes payable	(179,025)
Notes Payable, balance as of September 30, 2018	2,635,101
Current portion of notes payable	(1,822,062)	$ (1,681,876)
Non-current portion of notes payable	$ 813,039	$ 1,621,483

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Notes Payable
Interest expense	$ 94,755	$ 138,642	$ 308,271	$ 445,934

Stock-based Activity (Details)

Stock-based Activity (Details) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Risk-free interest rate	0.00%	0.00%	2.40%
Dividend yield	0.00%	0.00%	0.00%	0.00%
Expected volatility	0.00%	0.00%	87.00%
Expected life of options, in years	0 years	0 years	5 years 6 months
Weighted average grant date fair value	$ .00	$ 0	$ 1.42	$ 1.53
Minimum [Member]
Risk-free interest rate				1.50%
Expected volatility				73.00%
Expected life of options, in years				1 year 4 months 24 days
Maximum [Member]
Risk-free interest rate				2.00%
Expected volatility				85.00%
Expected life of options, in years				6 years

Stock-based Activity (Details 1

Stock-based Activity (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 268,615	$ 1,013,736	$ 1,307,162	$ 4,516,372
Research and Development Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	96,157	292,523	340,979	989,884
General and Administrative Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 172,458	$ 721,213	$ 966,183	$ 3,526,488

Stock-based Activity (Details 2

Stock-based Activity (Details 2) - $ / shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Options Outstanding
Options Outstanding, Outstanding at beginning of period	953,937
Options Granted	1,186,000	682,230
Options Exercised	0
Options Forfeited/cancelled/expired	(319,348)
Options Outstanding and expected to vest at end of period	1,820,589
Vested and exercisable at September 30, 2018	1,060,093
Weighted-Average Exercise Price
Weighted-Average Exercise Price, Outstanding at beginning of period	$ 13.97
Weighted-Average Exercise Price, Granted	1.99	$ 7.11
Weighted-Average Exercise Price, Exercised	.00
Weighted-Average Exercise Price, Forfeited/cancelled/expired	6.71
Weighted-Average Exercise Price, Outstanding and expected to vest at end of period	7.44
Weighted-Average Exercise Price, Vested and exercisable at September 30, 2018	$ 10.24

Stock-based Activity (Details 3

Stock-based Activity (Details 3)	9 Months Ended
	Sep. 30, 2018$ / sharesshares
Shares
Nonvested at beginning of period | shares	832,226
Granted | shares	0
Vested | shares	(832,226)
Forfeited | shares	0
Nonvested at end of period | shares	0
Weighted Average Grant-Date Fair Value
Nonvested at beginning of period | $ / shares	$ 3.88
Granted | $ / shares	.00
Vested | $ / shares	50.26
Forfeited | $ / shares	.00
Nonvested at end of period | $ / shares	$ .00

Stock-based Activity (Details 4

Stock-based Activity (Details 4)	Sep. 30, 2018shares
Common stock reserved for future issuance	11,558,445
Equity Option [Member]
Common stock reserved for future issuance	1,820,589
Common stock reserved for conversion of preferred stock [Member]
Common stock reserved for future issuance	7,869,862
Exercise of Warrants [Member]
Common stock reserved for future issuance	1,221,935
Stock Plan [Member]
Common stock reserved for future issuance	646,059

Stock-based Activity (Details N

Stock-based Activity (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Unrecognized stock-based compensation expense, options	$ 1,549,114
Unrecognized stock-based compensation expense, recognition period	1 year 2 months 18 days
Weighted average remaining Contractual term, stock options outstanding	9 years 2 months 12 days	9 years 1 month 6 days
Options Granted	1,186,000	682,230
Weighted average exercise price	$ 1.99	$ 7.11

Net Income (Loss) per Share (De

Net Income (Loss) per Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Earnings Per Share [Abstract]
Net income (loss)	$ 340,681	$ (3,080,161)	$ (5,908,068)	$ (14,424,883)
Basic net income (loss) per common share	$ 0.04	$ (1.62)	$ (0.81)	$ (8.04)
Diluted net income (loss) per share	$ 0.02	$ (1.62)	$ (0.81)	$ (8.04)
Weighted average common shares outstanding	9,253,880	3,830,280	8,983,980	2,834,692
Diluted weighted average shares outstanding	17,123,742	3,830,280	8,983,980	2,834,692

Net Income (Loss) per Share (_2

Net Income (Loss) per Share (Details 1) - shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from diluted net loss per common share calculations	10,912,386	5,825,250
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	1,221,935	691,139
Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from diluted net loss per common share calculations	1,820,589	938,413
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from diluted net loss per common share calculations	0	317,902
Common stock reserved for conversion of preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from diluted net loss per common share calculations	7,869,862	3,877,796

Contracts and Agreements (Detai

Contracts and Agreements (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Notes to Financial Statements
Revenues	$ 4,000,000	$ 0	$ 4,700,000	$ 0

Commitments and Contingencies_2

Commitments and Contingencies (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Notes to Financial Statements
2018 (remaining)	$ 5,601
2,019	22,402
2,020	22,402
2,021	7,468
Less interest	(7,426)
Principal	50,447
Less current portion	(18,943)	$ (17,810)
Noncurrent portion	$ 31,504	$ 45,857

Commitments and Contingencies_3

Commitments and Contingencies (Details 1)	Sep. 30, 2018USD ($)
Notes to Financial Statements
2018 (remaining)	$ 151,204
2,019	466,085
2,020	480,068
2,021	494,470
2,022	41,306
Total	$ 1,633,133

Commitments and contingencies_4

Commitments and contingencies (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018
Notes to Financial Statements
Rent expense	$ 115,238	$ 345,714