Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 10, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Cyclacel Pharmaceuticals, Inc. | |
Entity Central Index Key | 0001130166 | |
Trading Symbol | cycc | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 17,199,974 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 17,934 | $ 17,504 |
Prepaid expenses and other current assets | 2,190 | 2,283 |
Total current assets | 20,124 | 19,787 |
Property and equipment, net | 33 | 36 |
Right-of-use lease asset | 1,353 | |
Total assets | 21,510 | 19,823 |
Current liabilities: | ||
Accounts payable | 1,284 | 2,719 |
Accrued and other current liabilities | 1,203 | 1,732 |
Total current liabilities | 2,487 | 4,451 |
Lease liability | 1,468 | |
Other liabilities | 100 | |
Total liabilities | 3,955 | 4,551 |
Stockholders' equity: | ||
Preferred stock, value | ||
Common stock, $0.001 par value; 100,000,000 shares authorized at December 31, 2018 and March 31, 2019; 12,497,447 and 17,199,974 shares issued and outstanding at December 31, 2018 and March 31, 2019. | 17 | 12 |
Additional paid-in capital | 369,958 | 365,817 |
Accumulated other comprehensive loss | (781) | (760) |
Accumulated deficit | (351,639) | (349,797) |
Total stockholders' equity | 17,555 | 15,272 |
Total liabilities and stockholders' equity | 21,510 | 19,823 |
Convertible Exchangeable Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock, value | ||
Series A convertible preferred stock | ||
Stockholders' equity: | ||
Preferred stock, value |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, liquidation preference value (in dollars) | $ 4,006,512 | $ 4,006,512 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 17,199,974 | 12,497,447 |
Common stock, shares outstanding | 17,199,974 | 12,497,447 |
6% Convertible Exchangeable Preferred Stock | ||
Preferred stock, shares issued | 335,273 | 335,273 |
Preferred stock, shares outstanding | 335,273 | 335,273 |
Series A convertible preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 264 | 264 |
Preferred stock, shares outstanding | 264 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Total revenues | $ 0 | $ 0 |
Operating expenses: | ||
Research and development | 1,012 | 798 |
General and administrative | 1,192 | 1,364 |
Total operating expenses | 2,204 | 2,162 |
Operating loss | (2,204) | (2,162) |
Other income (expense): | ||
Foreign exchange (losses) | 15 | (4) |
Interest income | 79 | 69 |
Other income, net | 566 | |
Total other income, net | 94 | 631 |
Loss before taxes | (2,110) | (1,531) |
Income tax benefit | 268 | 182 |
Net loss | (1,842) | (1,349) |
Dividend on 6% Convertible Exchangeable preferred stock | (50) | (50) |
Net loss applicable to common stockholders | $ (1,892) | $ (1,399) |
Basic and diluted earnings per common share: | ||
Net loss per share-basic and diluted (in dollars per share) | $ (0.14) | $ (0.12) |
Weighted average common shares outstanding (in shares) | 13,638,271 | 11,997,447 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (1,842) | $ (1,349) |
Translation adjustment | (3,897) | (6,328) |
Unrealized foreign exchange gain on intercompany loans | 3,876 | 6,276 |
Comprehensive loss | $ (1,863) | $ (1,401) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 12 | $ 365,057 | $ (794) | $ (342,509) | $ 21,766 | |
Balance (in shares) at Dec. 31, 2017 | 335,537 | 11,997,447 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issue of common stock on At Market Issuance sales agreement | $ 0 | $ 0 | 0 | |||
Issue of common stock on At Market Issuance sales agreement (in shares) | 0 | 0 | ||||
Stock-based compensation | 81 | 81 | ||||
Preferred stock dividends | (50) | (50) | ||||
Unrealized foreign exchange on intercompany loans | 6,276 | 6,276 | ||||
Translation adjustment | (6,328) | (6,328) | ||||
Loss for the period | (1,349) | (1,349) | ||||
Balance at Mar. 31, 2018 | $ 12 | 365,088 | (846) | (343,858) | 20,396 | |
Balance (in shares) at Mar. 31, 2018 | 335,537 | 11,997,447 | ||||
Balance at Dec. 31, 2018 | $ 12 | 365,817 | (760) | (349,797) | 15,272 | |
Balance (in shares) at Dec. 31, 2018 | 335,537 | 12,497,447 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issue of common stock on At Market Issuance sales agreement | $ 5 | 4,106 | 4,111 | |||
Issue of common stock on At Market Issuance sales agreement (in shares) | 4,702,527 | |||||
Stock-based compensation | 85 | 85 | ||||
Preferred stock dividends | (50) | (50) | ||||
Unrealized foreign exchange on intercompany loans | 3,876 | 3,876 | ||||
Translation adjustment | (3,897) | (3,897) | ||||
Loss for the period | (1,842) | (1,842) | ||||
Balance at Mar. 31, 2019 | $ 17 | $ 369,958 | $ (781) | $ (351,639) | $ 17,555 | |
Balance (in shares) at Mar. 31, 2019 | 335,537 | 17,199,974 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities: | ||
Net loss | $ (1,842) | $ (1,349) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 6 | 7 |
Stock-based compensation | 85 | 81 |
Gain on disposal of property and equipment | (29) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (1,215) | (876) |
Accounts payable and other current liabilities | (689) | (2) |
Net cash used in operating activities | (3,684) | (2,139) |
Investing activities: | ||
Purchase of property, plant and equipment | (2) | (22) |
Proceeds from sale of property and equipment | 29 | |
Net cash used in investing activities | 27 | (22) |
Financing activities: | ||
Proceeds from issuance of common stock, net of issuance costs | 4,106 | |
Payment of preferred stock dividend | (50) | (50) |
Net cash provided by / (used in) financing activities | 4,056 | (50) |
Effect of exchange rate changes on cash and cash equivalents | 31 | 26 |
Net decrease in cash and cash equivalents | 430 | (2,185) |
Cash and cash equivalents, beginning of period | 17,504 | 23,910 |
Cash and cash equivalents, end of period | 17,934 | 21,725 |
Cash received during the period for: | ||
Interest | 79 | 69 |
Taxes | 0 | 0 |
Non cash financing activities: | ||
Accrual of preferred stock dividends | $ 50 | $ 50 |
Company Overview
Company Overview | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview | 1. Company Overview Nature of Operations Cyclacel Pharmaceuticals, Inc. (“Cyclacel” or “the Company”), is a clinical-stage biopharmaceutical company using its expertise in cell cycle, transcriptional regulation and DNA damage response biology to develop innovative, targeted medicines for cancer and other serious diseases. Cyclacel is a pioneer company in the field of cell cycle biology with a vision to improve patient healthcare by translating insights in cancer biology into medicines. As of March 31, 2019, substantially all efforts of the Company to date have been devoted to performing research and development, conducting clinical trials, developing and acquiring intellectual property, raising capital and recruiting and training personnel. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated balance sheet as of March 31, 2019, the consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the three months ended March 31, 2019 and 2018, and all related disclosures contained in the accompanying notes are unaudited. The consolidated balance sheet as of December 31, 2018 is derived from the audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”). The consolidated financial statements are presented on the basis of accounting principles that are generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for a complete set of financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments necessary to present fairly the consolidated balance sheet as of March 31, 2019, and the results of operations, comprehensive loss and cash flows for the three months ended March 31, 2019, have been made. The interim results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any other year. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2018 that are included in the Company’s Annual Report on Form 10-K filed with the SEC. Going Concern Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the financial statements are issued. The Company expects that its cash of $17.9 million as of March 31, 2019 will be sufficient to fund its operating expenses and capital expenditure requirements through the end of 2020. This evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued, including: a. The Company’s current financial condition, including its sources of liquidity; b. The Company’s conditional and unconditional obligations due or anticipated within one year; c. The funds necessary to maintain the Company’s operations considering its current financial condition, obligations, and other expected cash flows; and d. Other conditions and events, when considered in conjunction with the above that may adversely affect the Company’s ability to meet its obligations. The future viability of the Company beyond the end of 2020 is dependent on its ability to raise additional capital to finance its operations. The Company does not currently have sufficient funds to complete development and commercialization of any of its drug candidates. Additional funding may not be available to the Company on favorable terms, or at all. If the Company is not able to secure additional funding when needed, it may have to delay, reduce the scope of or eliminate one or more of its clinical trials or research and development programs or make changes to its operating plan. In addition, it may have to partner one or more of its product candidate programs at an earlier stage of development, which would lower the economic value of those programs to the Company. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. Accounting standards adopted in the period On January 1, 2019, the Company adopted the guidance on accounting for leases (“ASC 842”) in Accounting Standards Update No, 2016-02, Leases The Company has elected the package of practical expedients permitted in ASC 842. Accordingly, the Company accounted for its existing operating leases as operating leases under the new guidance, without reassessing (a) whether the contracts contain a lease under ASC 842, (b) whether classification of the operating leases would be different in accordance with ASC 842, or (c) whether any unamortized initial direct costs would have met the definition of initial direct costs in ASC 842 at lease commencement. In addition, the Company has elected an accounting policy to not allocate payments made under the lease agreement between lease and non-lease components. The Company transitioned to the new guidance at the adoption date by recognizing a lease liability of $1.5 million for the present value of the remaining minimum rental payments, as defined under prior accounting rules, and a corresponding right-of-use asset. In addition, the Company reclassified an existing deferred rent obligation of $120,000 created under prior accounting rules against the opening right-of-use asset. Because the Company adopted the new leasing guidance on a cumulative catch-up basis effective January 1, 2019, the Company has not recast prior period financial statements for the effects of this new standard. Accordingly, the Company’s financial condition as of December 31, 2018 and March 31, 2019 may not be comparable. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract." ASU 2018-15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred over the non-cancellable term of the cloud computing arrangements plus any optional renewal periods (1) that are reasonably certain to be exercised by the customer or (2) for which exercise of the renewal option is controlled by the cloud service provider. The effective date of this pronouncement is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. The standard can be adopted either using the prospective or retrospective transition approach. The Company is currently evaluating the impact of this pronouncement on the Company's consolidated financial statements and disclosures. Fair Value of Financial Instruments Financial instruments consist of cash equivalents, accounts payable and accrued liabilities. The carrying amounts of cash equivalents, accounts payable and accrued liabilities approximate their respective fair values due to the nature of the accounts, notably their short maturities. Comprehensive Income (Loss) All components of comprehensive income (loss), including net income (loss), are reported in the financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments, are reported, net of any related tax effect, to arrive at comprehensive income (loss). No taxes were recorded on items of other comprehensive income (loss). There were no reclassifications out of other comprehensive income (loss) during the three months ended March 31, 2018 and 2019. Revenue recognition With effect from January 1, 2018, the Company recognizes revenue using the five step-model provided in ASC 606, Revenue from Contracts with Customers (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the Company satisfies a performance obligation. The transaction price includes fixed payments and an estimate of variable consideration, including milestone payments. The Company determines the variable consideration to be included in the transaction price by estimating the most likely amount that will be received and then applies a constraint to reduce the consideration to the amount which is probable of being received. When applying the constraint, the Company considers: · Whether achievement of a development milestone is highly susceptible to factors outside the entity’s influence, such as milestones involving the judgment or actions of third parties, including regulatory bodies; · Whether the uncertainty about the achievement of the milestone is not expected to be resolved for a long period of time; · Whether the Company can reasonably predict that a milestone will be achieved based on previous experience; and. · The complexity and inherent uncertainty underlying the achievement of the milestone. The transaction price is allocated to each performance obligation based on the relative selling price of each performance obligation. The best estimate of the selling price is determined after considering all reasonably available information, including market data and conditions, entity-specific factors such as the cost structure of the deliverable and internal profit and pricing objectives. The revenue allocated to each performance obligation is recognized as or when the Company satisfies the performance obligation. The Company recognizes a contract asset, when the value of satisfied (or part satisfied) performance obligations is in excess of the payment due to the Company, and deferred revenue when the amount of unconditional consideration is in excess of the value of satisfied (or part satisfied) performance obligations. Once a right to receive consideration is unconditional, that amount is presented as a receivable. With effect from January 1, 2018, grant revenue, if new grants are obtained, will be presented as a reduction against the related research and development expenses. Leases Effective from January 1, 2019, the Company accounts for lease contracts in accordance with ASC 842. As of March 31, 2019, all of the Company’s leases are classified as operating. The Company recognizes an asset for the right to use an underlying leased asset for the lease term and records lease liabilities based on the present value of the Company’s obligation to make lease payments under the lease. As the Company’s leases do not indicate an implicit rate, the Company uses a best estimate of its incremental borrowing rate to discount the future lease payments. The Company estimates its incremental borrowing rate based on observable information about risk-free interest rates for that are the same tenure as the lease term, adjusted for various factors including the effects of assumed collateral, the nature of how the risk-free loan is repaid (e.g., amortizing versus bullet), and the Company’s credit risk. The Company evaluates options included in its lease agreements to extend or terminate the lease. The Company will reflect the effects of exercising those options in the lease term when it is reasonably certain that the Company will exercise that option. In assessing whether it is reasonably certain that the Company will exercise an option, the Company considers factors such as: · The lease payments due in any optional period · Penalties for failure to exercise (or not exercise) the option · Market factors, such as the availability of similar assets and current rental rates for such assets · The nature of the underlying leased asset and its importance to the Company’s operations · The remaining useful lives of any related leasehold improvements Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable lease payments, if any, are recognized in the period when the obligation to make those payments is incurred. Lease incentives received prior to lease commencement are recorded as a reduction in the right-of-use asset. Fixed lease incentives received after lease commencement reduce both the lease liability and the right-of-use asset. The Company has elected an accounting policy to account for the lease and non-lease components as a single lease component. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition [Abstract] | |
Revenue | 3. Revenue Revenue recognized in the three months ended March 31, 2018 and 2019 was $nil. The aggregate transaction price that is allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2019 was $nil. |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 4. Net Loss per Common Share The Company calculates net loss per common share in accordance with ASC 260 “Earnings Per Share” (“ASC 260”). Basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. The following potentially dilutive securities have not been included in the computation of diluted net loss per share for the three months ended March 31, 2018 and 2019, as the result would be anti-dilutive: March 31, March 31, Stock options 708,400 2,249,142 Convertible preferred stock 1,698 1,698 Series A preferred stock 132,000 132,000 Common stock warrants 7,490,500 7,490,500 Total shares excluded from calculation 8,332,598 9,873,340 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2019 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in $000s): December 31, March 31, 2018 2019 Research and development tax credit receivable $ 1,148 $ 1,441 Prepayments and VAT receivable 899 677 Other current assets 236 72 $ 2,283 $ 2,190 |
Accrued and Other Liabilities
Accrued and Other Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued and Other Liabilities | 6. Accrued and Other Liabilities Accrued and other current liabilities consisted of the following (in $000s): December 31, March 31, 2018 2019 Accrued research and development $ 1,110 $ 804 Accrued legal and professional fees 259 228 Other current liabilities 363 171 $ 1,732 $ 1,203 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | 7. Leases The Company has a single lease related to its facility in Dundee, Scotland. As of and for the three months ended March 31, 2019 The Company recognized operating lease expense of $79,663. Cash payments made during the three months ended March 31, 2019 totaled $164,185, and were presented as cash outflows from operating activities. The remaining lease term is approximately 6.5 years as of March 31, 2019. The discount rate used by the Company in determining the lease liability was 12%. Remaining lease payments under the lease are: 2019 $ 246,348 2020 328,464 2021 328,464 2022 328,464 2023 328,464 Thereafter 574,813 $ 2,135,017 As of and for the twelve months ended December 31, 2018 Prior to January 1, 2019, the Company accounted for its Dundee facility lease under ASC 840, Leases The following is a summary of the Company’s future contractual obligations and commitments relating to its facilities leases as at December 31, 2018 (in thousands): Operating 2019 $ 321 2020 321 2021 321 2022 321 2023 321 thereafter 581 Total future minimum lease obligations $ 2,186 |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Share-Based Payments [Abstract] | |
Stock Based Compensation | 8. Stock Based Compensation ASC 718 requires compensation expense associated with share-based awards to be recognized over the requisite service period, which for the Company is the period between the grant date and the date the award vests or becomes exercisable. Most of the awards granted by the Company (and still outstanding) vest ratably over one to four years. The Company recognizes all share-based awards under the straight-line attribution method, assuming that all granted awards will vest. Forfeitures are recognized in the periods when they occur. Stock based compensation has been reported within expense line items on the consolidated statement of operations for the three months ended March 31, 2018 and 2019 as shown in the following table (in $000s): Three Months Ended 2018 2019 General and administrative $ 59 $ 54 Research and development 22 31 Stock-based compensation costs before income taxes $ 81 $ 85 2018 Plan In May 2018, the Company’s stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”), under which Cyclacel may make equity incentive grants to its officers, employees, directors and consultants. The 2018 Plan replaces the 2015 Equity Incentive Plan (the “2015 Plan”). The 2018 Plan allows for the issuance of up to 1,500,000 shares of the Company’s common stock pursuant to various types of award grants, including stock options and restricted stock units. In addition, the 2018 Plan allows up to 709,889 additional shares to be issued if awards outstanding under the 2018 Plan are cancelled or expire on or after the date of the Company’s 2018 annual meeting of stockholders. As of March 31, 2019, the Company has reserved 245,208 shares of the Company’s common stock under the 2018 Plan, including shares that were available under the 2015 Plan and carried forward to the 2018 Plan. Stock option awards granted under the Company’s equity incentive plans have a maximum life of 10 years and generally vest over a one to four-year period from the date of grant. There were 1,419,020 options granted during the three months ended March 31, 2019. These options had a grant date fair value ranging between $0.57-$0.61 per option. There were 306,304 options granted during the year ended December 31, 2018. These options had grant date fair values ranging between $1.17-$1.29 per option. Of these options, approximately 174,272 are performance based and will vest upon the fulfillment of certain clinical objectives. The Company determined that the satisfaction of one criterion, the commencement of the HEM study by December 31, 2018, occurred as of December 31, 2018, but that the other vesting criteria related to these awards were not probable as of December 31, 2018. As such, the Company recognized compensation cost for these grants under the expectation that 25% of these awards (the portion associated with the HEM study) will vest. There were no stock options exercised during each of the three months ended March 31, 2018 and 2019, respectively. The Company does not expect to be able to benefit from the deduction for stock option exercises that may occur because the company has tax loss carryforwards from prior periods that would be expected to offset any potential taxable income. Outstanding Options A summary of the share option activity and related information is as follows: Number of Weighted Weighted Aggregate Options outstanding at December 31, 2018 831,611 $ 6.68 8.13 $ — Granted 1,419,020 $ 0.72 Cancelled/forfeited (1,488 ) $ 33.60 Options outstanding at March 31, 2019 2,249,143 $ 2.90 9.09 $ 312 Unvested at March 31, 2019 (1,914,016 ) $ 1.28 9.36 $ 17 Vested and exercisable at March 31, 2019 335,127 $ 12.20 7.58 $ 295 The fair value of the stock options granted is calculated using the Black-Scholes option-pricing model as prescribed by ASC 718 using the following assumptions: Year ended Quarter ended Expected term (years) 6 5-6 Risk free interest rate 2.730% – 2.855 % 2.490% – 2.610 % Volatility 105% – 107 % 103% – 110 % Expected dividend yield over expected term 0.00 % 0.00 % Resulting weighted average grant date fair value $ 1.25 $ 0.58 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders Equity | 9. Stockholders Equity October 2018 At Market Issuance On October 4, 2018, the Company entered into a Common Stock Sales Agreement, or the Sales Agreement, with H.C. Wainwright & Co., LLC, or Wainwright, as sales agent, pursuant to which Wainwright may sell shares of common stock, par value $0.001 per share, having an aggregate offering price of up to $5,000,000, by any method that is deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. Shares sold under the Sales Agreement were offered and sold pursuant to the Company’s previously filed and effective Registration Statement on Form S-3 and a prospectus supplement and accompanying base prospectus. The Company paid Wainwright a commission of 3.0% of the gross sales price per share sold. During the fourth quarter of 2018, the Company sold 500,000 shares under the Sales Agreement for gross proceeds of approximately $0.7 million. The Sales Agreement was concluded during the first quarter of 2019, during which the Company sold a further 4,702,527 shares for gross proceeds of approximately $4.3 million. Aggregate net proceeds to the Company were approximately $4.7 million, after deducting commissions and other expenses. July 2017 Underwritten Public Offering On July 21, 2017, the Company issued (i) 3,154,000 Class A Units for $2 per unit, each consisting of one share of the Company’s common stock, and a warrant to purchase one share of common stock (the “Class A Warrants”), and (ii) 8,872 Class B Units, each consisting of one share of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), convertible into 500 shares of Common Stock at the initial conversion price, and a warrant to purchase a number of shares of common stock equal to $1,000.00 divided by the conversion price (the “Class B Warrants”) for $1,000 per unit. The net proceeds to the Company after the underwriters’ exercise in full of the over-allotment option were approximately $13.7 million, after deducting underwriting discounts, commissions and other estimated offering expenses. The Class A Units and Class B Units have no stand-alone rights and the shares of common stock, Series A Preferred Stock and the Class A and Class B Warrants comprising those units were immediately separable. The common stock, Class A Warrants and Class B Warrants (together the “Warrants”) and Series A Preferred Stock are freestanding financial instruments. The Warrants are classified within equity in the consolidated balance sheet and are not remeasured on a recurring basis. The Series A Preferred Stock is classified within equity in the consolidated balance sheet. Warrants As of March 31, 2019, there were 7,490,500 warrants outstanding, each with an exercise price of $2.00. All such warrants were issued in connection with the July 2017 Underwritten Public Offering and are immediately exercisable. The warrants expire in 2024. Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of its warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99% (or, at the election of the purchaser, 9.99%) of the shares of our Common Stock then outstanding after giving effect to such exercise. The exercise price and the number of shares issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock. The warrant holders must pay the exercise price in cash upon exercise of the warrants, unless such warrant holders are utilizing the cashless exercise provision of the warrants. On the expiration date, unexercised warrants will automatically be exercised via the “cashless” exercise provision. Prior to the exercise of any warrants to purchase common stock, holders of the warrants will not have any of the rights of holders of the common stock purchasable upon exercise, including the right to vote, except as set forth therein. There was no exercise of warrants during the three months ended March 31, 2019. Series A Preferred Stock 8,872 shares of the Company’s Series A Preferred Stock were issued in the July 2017 Underwritten Public Offering. During the year ended December 31, 2017, 8,608 shares of the Series A Preferred Stock were converted into 4,304,000 shares of common stock. As of March 31, 2019, 264 shares of the Series A Preferred Stock remain issued and outstanding. Each share of Series A Preferred Stock is convertible at any time at the option of the holder thereof, into a number of shares of common stock determined by dividing $1,000 by the initial conversion price of $2.00 per share, subject to a 4.99% blocker provision, or, upon election by a holder prior to the issuance of shares of Series A Preferred Stock, 9.99%, and is subject to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations. The 264 shares of Series A Preferred Stock issued and outstanding at March 31, 2019, are convertible into 132,000 shares of common stock. In the event of a liquidation, the holders of shares of the Series A Preferred Stock may participate on an as-converted-to-common-stock basis in any distribution of assets of the Company. The Company shall not pay any dividends on shares of common stock (other than dividends in the form of common stock) unless and until such time as dividends on each share of Series A Preferred Stock are paid on an as-converted basis. There is no restriction on the Company’s ability to repurchase shares of Series A Preferred Stock while there is any arrearage in the payment of dividends on such shares, and there are no sinking fund provisions applicable to the Series A Preferred Stock. Subject to certain conditions, at any time following the issuance of the Series A Preferred Stock, the Company has the right to cause each holder of the Series A Preferred Stock to convert all or part of such holder’s Series A Preferred Stock in the event that (i) the volume weighted average price of our common stock for 30 consecutive trading days (the “Measurement Period”) exceeds 300% of the initial conversion price of the Series A Preferred Stock (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and similar transactions), (ii) the daily trading volume on each Trading Day during such Measurement Period exceeds $500,000 per trading day and (iii) the holder is not in possession of any information that constitutes or might constitute, material non-public information which was provided by the Company. The right to cause each holder of the Series A Preferred Stock to convert all or part of such holder’s Series A Preferred Stock shall be exercised ratably among the holders of the then outstanding preferred stock. The Series A Preferred Stock has no maturity date, will carry the same dividend rights as the common stock, and with certain exceptions contains no voting rights. In the event of any liquidation or dissolution of the Company, the Series A Preferred Stock ranks senior to the common stock in the distribution of assets, to the extent legally available for distribution. 6% Convertible Exchangeable Preferred Stock As of March 31, 2019, there were 335,273 shares of the Company’s 6% Convertible Exchangeable Preferred Stock (“6% Preferred Stock”) issued and outstanding at an issue price of $10.00 per share. Dividends on the 6% Preferred Stock are cumulative from the date of original issuance at the annual rate of 6% of the liquidation preference of the 6% Preferred Stock, payable quarterly on the first day of February, May, August and November, commencing February 1, 2005. Any dividends must be declared by the Company’s Board and must come from funds that are legally available for dividend payments. The 6% Preferred Stock has a liquidation preference of $10.00 per share, plus accrued and unpaid dividends. The Company may automatically convert the 6% Preferred Stock into common stock if the per share closing price of the Company’s common stock has exceeded $2,961, which is 150% of the conversion price of the 6% Preferred Stock, for at least 20 trading days during any 30-day trading period, ending within five trading days prior to notice of automatic conversion. The 6% Preferred Stock has no maturity date and no voting rights prior to conversion into common stock, except under limited circumstances. The Company may, at its option, redeem the 6% Preferred Stock in whole or in part, out of funds legally available at the redemption price of $10.00 per share. The 6% Preferred Stock is exchangeable, in whole but not in part, at the option of the Company on any dividend payment date beginning on November 1, 2005 (the “Exchange Date”) for the Company’s 6% Convertible Subordinated Debentures (“Debentures”) at the rate of $10.00 principal amount of Debentures for each share of 6% Preferred Stock. The Debentures, if issued, will mature 25 years after the Exchange Date and have terms substantially similar to those of the 6% Preferred Stock. No such exchanges have taken place to date. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events On March 7, 2019, the Board of Directors declared a quarterly cash dividend in the amount of $0.15 per share on the Company’s 6% Convertible Exchangeable Preferred Stock. The cash dividend was paid on May 1, 2019 to the holders of record of the 6% Convertible Exchangeable Preferred Stock as of the close of business on April 15, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated balance sheet as of March 31, 2019, the consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the three months ended March 31, 2019 and 2018, and all related disclosures contained in the accompanying notes are unaudited. The consolidated balance sheet as of December 31, 2018 is derived from the audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”). The consolidated financial statements are presented on the basis of accounting principles that are generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for a complete set of financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments necessary to present fairly the consolidated balance sheet as of March 31, 2019, and the results of operations, comprehensive loss and cash flows for the three months ended March 31, 2019, have been made. The interim results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any other year. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2018 that are included in the Company’s Annual Report on Form 10-K filed with the SEC. |
Going Concern | Going Concern Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the financial statements are issued. The Company expects that its cash of $17.9 million as of March 31, 2019 will be sufficient to fund its operating expenses and capital expenditure requirements through the end of 2020. This evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued, including: a. The Company’s current financial condition, including its sources of liquidity; b. The Company’s conditional and unconditional obligations due or anticipated within one year; c. The funds necessary to maintain the Company’s operations considering its current financial condition, obligations, and other expected cash flows; and d. Other conditions and events, when considered in conjunction with the above that may adversely affect the Company’s ability to meet its obligations. The future viability of the Company beyond the end of 2020 is dependent on its ability to raise additional capital to finance its operations. The Company does not currently have sufficient funds to complete development and commercialization of any of its drug candidates. Additional funding may not be available to the Company on favorable terms, or at all. If the Company is not able to secure additional funding when needed, it may have to delay, reduce the scope of or eliminate one or more of its clinical trials or research and development programs or make changes to its operating plan. In addition, it may have to partner one or more of its product candidate programs at an earlier stage of development, which would lower the economic value of those programs to the Company. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. |
Recently Issued Accounting Pronouncements | Accounting standards adopted in the period On January 1, 2019, the Company adopted the guidance on accounting for leases (“ASC 842”) in Accounting Standards Update No, 2016-02, Leases The Company has elected the package of practical expedients permitted in ASC 842. Accordingly, the Company accounted for its existing operating leases as operating leases under the new guidance, without reassessing (a) whether the contracts contain a lease under ASC 842, (b) whether classification of the operating leases would be different in accordance with ASC 842, or (c) whether any unamortized initial direct costs would have met the definition of initial direct costs in ASC 842 at lease commencement. In addition, the Company has elected an accounting policy to not allocate payments made under the lease agreement between lease and non-lease components. The Company transitioned to the new guidance at the adoption date by recognizing a lease liability of $1.5 million for the present value of the remaining minimum rental payments, as defined under prior accounting rules, and a corresponding right-of-use asset. In addition, the Company reclassified an existing deferred rent obligation of $120,000 created under prior accounting rules against the opening right-of-use asset. Because the Company adopted the new leasing guidance on a cumulative catch-up basis effective January 1, 2019, the Company has not recast prior period financial statements for the effects of this new standard. Accordingly, the Company’s financial condition as of December 31, 2018 and March 31, 2019 may not be comparable. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract." ASU 2018-15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred over the non-cancellable term of the cloud computing arrangements plus any optional renewal periods (1) that are reasonably certain to be exercised by the customer or (2) for which exercise of the renewal option is controlled by the cloud service provider. The effective date of this pronouncement is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. The standard can be adopted either using the prospective or retrospective transition approach. The Company is currently evaluating the impact of this pronouncement on the Company's consolidated financial statements and disclosures. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash equivalents, accounts payable and accrued liabilities. The carrying amounts of cash equivalents, accounts payable and accrued liabilities approximate their respective fair values due to the nature of the accounts, notably their short maturities. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) All components of comprehensive income (loss), including net income (loss), are reported in the financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments, are reported, net of any related tax effect, to arrive at comprehensive income (loss). No taxes were recorded on items of other comprehensive income (loss). There were no reclassifications out of other comprehensive income (loss) during the three months ended March 31, 2018 and 2019. |
Revenue recognition | Revenue recognition With effect from January 1, 2018, the Company recognizes revenue using the five step-model provided in ASC 606, Revenue from Contracts with Customers (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the Company satisfies a performance obligation. The transaction price includes fixed payments and an estimate of variable consideration, including milestone payments. The Company determines the variable consideration to be included in the transaction price by estimating the most likely amount that will be received and then applies a constraint to reduce the consideration to the amount which is probable of being received. When applying the constraint, the Company considers: · Whether achievement of a development milestone is highly susceptible to factors outside the entity’s influence, such as milestones involving the judgment or actions of third parties, including regulatory bodies; · Whether the uncertainty about the achievement of the milestone is not expected to be resolved for a long period of time; · Whether the Company can reasonably predict that a milestone will be achieved based on previous experience; and. · The complexity and inherent uncertainty underlying the achievement of the milestone. The transaction price is allocated to each performance obligation based on the relative selling price of each performance obligation. The best estimate of the selling price is determined after considering all reasonably available information, including market data and conditions, entity-specific factors such as the cost structure of the deliverable and internal profit and pricing objectives. The revenue allocated to each performance obligation is recognized as or when the Company satisfies the performance obligation. The Company recognizes a contract asset, when the value of satisfied (or part satisfied) performance obligations is in excess of the payment due to the Company, and deferred revenue when the amount of unconditional consideration is in excess of the value of satisfied (or part satisfied) performance obligations. Once a right to receive consideration is unconditional, that amount is presented as a receivable. With effect from January 1, 2018, grant revenue, if new grants are obtained, will be presented as a reduction against the related research and development expenses. |
Leases | Leases Effective from January 1, 2019, the Company accounts for lease contracts in accordance with ASC 842. As of March 31, 2019, all of the Company’s leases are classified as operating. The Company recognizes an asset for the right to use an underlying leased asset for the lease term and records lease liabilities based on the present value of the Company’s obligation to make lease payments under the lease. As the Company’s leases do not indicate an implicit rate, the Company uses a best estimate of its incremental borrowing rate to discount the future lease payments. The Company estimates its incremental borrowing rate based on observable information about risk-free interest rates for that are the same tenure as the lease term, adjusted for various factors including the effects of assumed collateral, the nature of how the risk-free loan is repaid (e.g., amortizing versus bullet), and the Company’s credit risk. The Company evaluates options included in its lease agreements to extend or terminate the lease. The Company will reflect the effects of exercising those options in the lease term when it is reasonably certain that the Company will exercise that option. In assessing whether it is reasonably certain that the Company will exercise an option, the Company considers factors such as: · The lease payments due in any optional period · Penalties for failure to exercise (or not exercise) the option · Market factors, such as the availability of similar assets and current rental rates for such assets · The nature of the underlying leased asset and its importance to the Company’s operations · The remaining useful lives of any related leasehold improvements Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable lease payments, if any, are recognized in the period when the obligation to make those payments is incurred. Lease incentives received prior to lease commencement are recorded as a reduction in the right-of-use asset. Fixed lease incentives received after lease commencement reduce both the lease liability and the right-of-use asset. The Company has elected an accounting policy to account for the lease and non-lease components as a single lease component. |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of antidilutive shares excluded from computation of diluted net loss per share | March 31, March 31, Stock options 708,400 2,249,142 Convertible preferred stock 1,698 1,698 Series A preferred stock 132,000 132,000 Common stock warrants 7,490,500 7,490,500 Total shares excluded from calculation 8,332,598 9,873,340 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | December 31, March 31, 2018 2019 Research and development tax credit receivable $ 1,148 $ 1,441 Prepayments and VAT receivable 899 677 Other current assets 236 72 $ 2,283 $ 2,190 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of accrued and other current liabilities | December 31, March 31, 2018 2019 Accrued research and development $ 1,110 $ 804 Accrued legal and professional fees 259 228 Other current liabilities 363 171 $ 1,732 $ 1,203 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of remaining lease payments | 2019 $ 246,348 2020 328,464 2021 328,464 2022 328,464 2023 328,464 Thereafter 574,813 $ 2,135,017 |
Schedule of the Company's contractual obligations and commitments relating to its facilities leases | Operating 2019 $ 321 2020 321 2021 321 2022 321 2023 321 thereafter 581 Total future minimum lease obligations $ 2,186 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Share-Based Payments [Abstract] | |
Schedule of stock based compensation expense | Three Months Ended 2018 2019 General and administrative $ 59 $ 54 Research and development 22 31 Stock-based compensation costs before income taxes $ 81 $ 85 |
Schedule of share option activity | Number of Weighted Weighted Aggregate Options outstanding at December 31, 2018 831,611 $ 6.68 8.13 $ — Granted 1,419,020 $ 0.72 Cancelled/forfeited (1,488 ) $ 33.60 Options outstanding at March 31, 2019 2,249,143 $ 2.90 9.09 $ 312 Unvested at March 31, 2019 (1,914,016 ) $ 1.28 9.36 $ 17 Vested and exercisable at March 31, 2019 335,127 $ 12.20 7.58 $ 295 |
Schedule of fair value of the stock options granted | Year ended Quarter ended Expected term (years) 6 5-6 Risk free interest rate 2.730% – 2.855 % 2.490% – 2.610 % Volatility 105% – 107 % 103% – 110 % Expected dividend yield over expected term 0.00 % 0.00 % Resulting weighted average grant date fair value $ 1.25 $ 0.58 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Detail Textuals) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 17,934,000 | $ 17,504,000 | $ 21,725,000 | $ 23,910,000 |
Lease liability | 1,468,000 | |||
Deferred rent obligation | $ 120,000 |
Revenue (Detail Textuals)
Revenue (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue Recognition [Abstract] | ||
Revenue | $ 0 | $ 0 |
Aggregate price of transaction allocated to performance obligations | $ 0 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 9,873,340 | 8,332,598 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 2,249,142 | 708,400 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 1,698 | 1,698 |
Series A preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 132,000 | 132,000 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 7,490,500 | 7,490,500 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Research and development tax credit receivable | $ 1,441 | $ 1,148 |
Prepayments and VAT receivable | 677 | 899 |
Other current assets | 72 | 236 |
Prepaid expenses and other current assets | $ 2,190 | $ 2,283 |
Accrued and Other Liabilities_2
Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Accrued research and development | $ 804 | $ 1,110 |
Accrued legal and professional fees | 228 | 259 |
Other current liabilities | 171 | 363 |
Accrued and other current liabilities | $ 1,203 | $ 1,732 |
Leases (Details)
Leases (Details) | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 246,348 |
2020 | 328,464 |
2021 | 328,464 |
2022 | 328,464 |
2023 | 328,464 |
Thereafter | 574,813 |
Lease payments, Total | $ 2,135,017 |
Leases (Details 1)
Leases (Details 1) $ in Thousands | Mar. 31, 2019USD ($) |
Operating Lease Obligation | |
2019 | $ 321 |
2020 | 321 |
2021 | 321 |
2022 | 321 |
2023 | 321 |
thereafter | 581 |
Total future minimum lease obligations | $ 2,186 |
Leases (Detail Textuals)
Leases (Detail Textuals) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | |||
Operating lease expense | $ 79,663 | ||
Operating lease, payments | $ 164,185 | ||
Remaining lease term | 6 years 6 months | ||
Discount rate lease liability | 12.00% | ||
Other rent related expenses | $ 400,000 | $ 500,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation costs before income taxes | $ 85 | $ 81 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation costs before income taxes | 54 | 59 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation costs before income taxes | $ 31 | $ 22 |
Stock Based Compensation (Det_2
Stock Based Compensation (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Number of Options Outstanding | ||
Granted | 1,419,020 | 306,304 |
Stock options | ||
Number of Options Outstanding | ||
Options outstanding at December 31, 2018 | 831,611 | |
Granted | 1,419,020 | |
Cancelled/forfeited | (1,488) | |
Options outstanding at March 31, 2019 | 2,249,143 | 831,611 |
Unvested at March 31, 2019 | (1,914,016) | |
Vested and exercisable at March 31, 2019 | 335,127 | |
Weighted Average Exercise Price Per Share | ||
Options outstanding at December 31, 2018 | $ 6.68 | |
Granted | 0.72 | |
Cancelled/forfeited | 33.6 | |
Options outstanding at March 31, 2019 | 2.90 | $ 6.68 |
Unvested at March 31, 2019 | 1.28 | |
Vested and exercisable at March 31, 2019 | $ 12.20 | |
Weighted Average Remaining Contractual Term (Years) | ||
Options outstanding | 9 years 1 month 2 days | 8 years 1 month 17 days |
Unvested at March 31, 2019 | 9 years 4 months 10 days | |
Vested and exercisable at March 31, 2019 | 7 years 6 months 29 days | |
Aggregate Intrinsic Value | ||
Options outstanding | $ 312 | $ 0 |
Unvested at March 31, 2019 | 17 | |
Vested and exercisable at March 31, 2019 | $ 295 |
Stock Based Compensation (Det_3
Stock Based Compensation (Details 2) - Stock options - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected term (years) | 6 years | ||
Expected dividend yield over expected term | 0.00% | 0.00% | |
Resulting weighted average grant date fair value | $ 0.58 | $ 1.25 | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected term (years) | 5 years | ||
Risk free interest rate | 2.49% | 2.73% | |
Volatility | 103.00% | 105.00% | |
Resulting weighted average grant date fair value | $ 0.57 | $ 1.17 | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected term (years) | 6 years | ||
Risk free interest rate | 2.61% | 2.855% | |
Volatility | 110.00% | 107.00% | |
Resulting weighted average grant date fair value | $ 0.61 | $ 1.29 |
Stock Based Compensation (Det_4
Stock Based Compensation (Detail Textuals) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Stock-based compensation | |||
Options granted (in shares) | 1,419,020 | 306,304 | |
Percentage of vesting of awards | 25.00% | ||
Fair value assumptions method used | Black-Scholes option-pricing model | ||
Stock options | |||
Stock-based compensation | |||
Options granted (in shares) | 1,419,020 | ||
Grant date fair value | $ 0.58 | $ 1.25 | |
Stock options | Minimum | |||
Stock-based compensation | |||
Grant date fair value | 0.57 | $ 1.17 | |
Stock options | Maximum | |||
Stock-based compensation | |||
Grant date fair value | $ 0.61 | $ 1.29 | |
Performance based options | |||
Stock-based compensation | |||
Options granted (in shares) | 174,272 | ||
2018 Equity Incentive Plan (the "2018 Plan") | |||
Stock-based compensation | |||
Number of authorized shares | 1,500,000 | ||
Number of authorized additional shares to be issued | 709,889 | ||
2018 Equity Incentive Plan (the "2018 Plan") | Minimum | |||
Stock-based compensation | |||
Maximum life of stock option awards granted | 1 year | ||
2018 Equity Incentive Plan (the "2018 Plan") | Maximum | |||
Stock-based compensation | |||
Maximum life of stock option awards granted | 4 years | ||
2018 Equity Incentive Plan (the "2018 Plan") | Stock options | |||
Stock-based compensation | |||
Number of shares reserved for issuance | 245,208 | ||
Maximum life of stock option awards granted | 10 years |
Stockholders' Equity (Detail Te
Stockholders' Equity (Detail Textuals) - USD ($) | Oct. 04, 2018 | Jul. 21, 2017 | Mar. 31, 2019 | Dec. 31, 2018 |
Stockholders Equity [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Proceeds from issuance of common stock | $ 4,106,000 | |||
Number of warrant outstanding | $ 7,490,500 | |||
Warrant exercise price | $ 2 | |||
Condition related to exercising warrants | The Warrants expire in 2024. Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of its warrants if the holder (together with such holder's affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) would beneficially own a number of shares of common stock in excess of 4.99% (or, at the election of the purchaser, 9.99%) of the shares of our Common Stock then outstanding after giving effect to such exercise | |||
Underwriting Agreement | Ladenburg Thalmann & Co. Inc. | ||||
Stockholders Equity [Line Items] | ||||
Number of units authorized for issuance and sale | 13,700,000 | |||
Underwriting Agreement | Ladenburg Thalmann & Co. Inc. | Class A Units | ||||
Stockholders Equity [Line Items] | ||||
Number of units authorized for issuance and sale | 3,154,000 | |||
Share price per unit (in dollars per share) | $ 2 | |||
Underwriting Agreement | Ladenburg Thalmann & Co. Inc. | Class A Units | Common Stock | ||||
Stockholders Equity [Line Items] | ||||
Number of securities called by each unit | 1 | |||
Number of securities called by each warrant | 1 | |||
Underwriting Agreement | Ladenburg Thalmann & Co. Inc. | Class B Units | ||||
Stockholders Equity [Line Items] | ||||
Number of units authorized for issuance and sale | 8,872 | |||
Share price per unit (in dollars per share) | $ 0.001 | |||
Underwriting Agreement | Ladenburg Thalmann & Co. Inc. | Class B Units | Common Stock | ||||
Stockholders Equity [Line Items] | ||||
Number of shares issued upon conversion | 500 | |||
Price per share used to determine number of shares of common stock | $ 1,000 | |||
Conversion price | $ 1,000 | |||
Sales agreement | H.C. Wainwright & Co., LLC | ||||
Stockholders Equity [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Aggregate offering price | $ 5,000,000 | |||
Selling commissions, percentage | 3.00% | |||
Number of share sold under the sales agreement | 4,702,527 | 500,000 | ||
Proceeds from issuance of common stock | $ 4,300,000 | $ 700,000 | ||
Net proceeds from issuance of common stock | $ 4,700,000 |
Stockholders' Equity (Detail _2
Stockholders' Equity (Detail Textuals 1) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jul. 31, 2017 | Mar. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2018 | |
Series A convertible preferred stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | 8,872 | 264 | 264 | |
Preferred stock, shares outstanding | 264 | |||
Number of shares issued upon conversion | 4,304,000 | |||
Number of shares converted | 132,000 | 8,608 | ||
Price per share used to determine number of shares of common stock | $ 1,000 | |||
Conversion price of convertible preferred stock | $ 2 | |||
Percentage of blocker provision | 4.99% | |||
Conversion percentage | 9.99% | |||
Condition related to events occurrence for conversion of preferred stock | (i) the volume weighted average price of our common stock for 30 consecutive trading days (the "Measurement Period") exceeds 300% of the initial conversion price of the Series A Preferred Stock (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and similar transactions), (ii) the daily trading volume on each Trading Day during such Measurement Period exceeds $500,000 per trading day and (iii) the holder is not in possession of any information that constitutes or might constitute, material non-public information which was provided by the Company. | |||
6% Convertible Exchangeable Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | 335,273 | 335,273 | ||
Preferred stock, shares outstanding | 335,273 | 335,273 | ||
Number of trading days during which closing price of common stock must exceed conversion price for at least 20 days in order for the preferred stock to be convertible | 30 days | |||
Dividend rate on convertible exchangeable preferred stock (in percent) | 6.00% | |||
Share issue price per share | $ 10 | |||
Liquidation preference (in dollars per share) | 10 | |||
Share Price | $ 2,961 | |||
Percentage of closing sales price of common stock that conversion price must exceed in order for preferred stock to be convertible | 150.00% | |||
Number of trading days within 30 trading days in which the closing price of common stock must exceed conversion price for preferred stock to be convertible | 20 days | |||
Number of trading days prior to notice of automatic conversion | 5 days | |||
Redemption price per share (in dollars per share) | $ 10 | |||
Interest rate of Convertible Subordinated Debentures (as a percent) | 6.00% | |||
Debt principal amount per share, basis for exchange (in dollars per share) | $ 10 | |||
Debt instrument, term | 25 years |
Subsequent Events (Detail Textu
Subsequent Events (Detail Textuals) - Board of Directors | Mar. 07, 2019$ / shares |
Subsequent Event [Line Items] | |
Dividend declared, date | Mar. 7, 2019 |
Preferred stock dividend declared, amount per share | $ 0.15 |
Dividends payable, date to be paid | May 1, 2019 |
Dividend, record date | Apr. 15, 2019 |