Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 12, 2020 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Cyclacel Pharmaceuticals, Inc. | |
Entity Central Index Key | 0001130166 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,863,984 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 25,342 | $ 11,885 |
Prepaid expenses and other current assets | 2,591 | 2,132 |
Total current assets | 27,933 | 14,017 |
Property and equipment, net | 20 | 27 |
Right-of-use lease asset | 1,218 | 1,264 |
Total assets | 29,171 | 15,308 |
Current liabilities: | ||
Accounts payable | 342 | 890 |
Accrued and other current liabilities | 1,170 | 1,530 |
Total current liabilities | 1,512 | 2,420 |
Lease liability | 1,081 | 1,191 |
Other liabilities | ||
Total liabilities | 2,593 | 3,611 |
Stockholders' equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized at December 31, 2019 and June 30, 2020; 859,998 and 4,863,984 shares issued and outstanding at December 31, 2019 and June 30, 2020. | 5 | 1 |
Additional paid-in capital | 388,520 | 370,142 |
Accumulated other comprehensive loss | (934) | (819) |
Accumulated deficit | (361,013) | (357,627) |
Total stockholders' equity | 26,578 | 11,697 |
Total liabilities and stockholders' equity | 29,171 | 15,308 |
6% Convertible Exchangeable Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, value | ||
Series A Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, value |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
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 | 4,863,984 | 859,998 |
Common stock, shares outstanding | 4,863,984 | 859,998 |
6% Convertible Exchangeable Preferred Stock [Member] | ||
Preferred stock, shares issued | 335,273 | 335,273 |
Preferred stock, shares outstanding | 335,273 | 335,273 |
Dividend rate on convertible exchangeable preferred stock (in percent) | 6.00% | 6.00% |
Preferred stock, liquidation preference value (in dollars) | $ 4,006,512 | $ 4,006,512 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 264 | 264 |
Preferred stock, shares outstanding | 264 | 264 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues: | ||||
Total revenues | ||||
Operating expenses: | ||||
Research and development | 1,163 | 1,153 | 2,270 | 2,165 |
General and administrative | 1,309 | 1,184 | 2,626 | 2,376 |
Total operating expenses | 2,472 | 2,337 | 4,896 | 4,541 |
Operating loss | (2,472) | (2,337) | (4,896) | (4,541) |
Other income (expense): | ||||
Foreign exchange gains (losses) | (2) | 21 | 67 | 36 |
Interest income | 4 | 56 | 32 | 135 |
Other income, net | 18 | 170 | 835 | 170 |
Total other income, net | 20 | 247 | 934 | 341 |
Loss before taxes | (2,452) | (2,090) | (3,962) | (4,200) |
Income tax benefit | 286 | 307 | 576 | 575 |
Net loss | (2,166) | (1,783) | (3,386) | (3,625) |
Dividend on convertible exchangeable preferred shares | (50) | (50) | (101) | (101) |
Net loss applicable to common shareholders | $ (2,216) | $ (1,833) | $ (3,487) | $ (3,726) |
Basic and diluted earnings per common share: | ||||
Net loss per share - basic and diluted (in dollars per share) | $ (0.58) | $ (2.13) | $ (1.48) | $ (4.83) |
Weighted average common shares outstanding - basic and diluted (in shares) | 3,850,228 | 859,998 | 2,355,113 | 771,448 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (2,166) | $ (1,783) | $ (3,386) | $ (3,625) |
Translation adjustment | 709 | 4,453 | 11,769 | 556 |
Unrealized foreign exchange gain on intercompany loans | (697) | (4,480) | (11,884) | (603) |
Comprehensive loss | $ (2,154) | $ (1,810) | $ (3,501) | $ (3,672) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 1 | $ 365,828 | $ (760) | $ (349,797) | $ 15,272 | |
Balance (in shares) at Dec. 31, 2018 | 335,537 | 624,872 | ||||
Issue of common stock on At Market Issuance sales agreement, net of expenses | $ 0 | 4,111 | 4,111 | |||
Issue of common stock on At Market Issuance sales agreement, net of expenses (in shares) | 235,126 | |||||
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 | $ 1 | 369,974 | (781) | (351,639) | 17,555 | |
Balance (in shares) at Mar. 31, 2019 | 335,537 | 859,999 | ||||
Balance at Dec. 31, 2018 | $ 1 | 365,828 | (760) | (349,797) | 15,272 | |
Balance (in shares) at Dec. 31, 2018 | 335,537 | 624,872 | ||||
Unrealized foreign exchange on intercompany loans | (603) | |||||
Translation adjustment | 556 | |||||
Loss for the period | (3,625) | |||||
Balance at Jun. 30, 2019 | $ 1 | 369,960 | (808) | (353,422) | 15,731 | |
Balance (in shares) at Jun. 30, 2019 | 335,537 | 859,999 | ||||
Balance at Mar. 31, 2019 | $ 1 | 369,974 | (781) | (351,639) | 17,555 | |
Balance (in shares) at Mar. 31, 2019 | 335,537 | 859,999 | ||||
Issue of common stock on At Market Issuance sales agreement, net of expenses | (56) | (56) | ||||
Stock-based compensation | 93 | 93 | ||||
Preferred stock dividends | (50) | (50) | ||||
Unrealized foreign exchange on intercompany loans | (4,480) | (4,480) | ||||
Translation adjustment | 4,453 | 4,453 | ||||
Loss for the period | (1,783) | (1,783) | ||||
Balance at Jun. 30, 2019 | $ 1 | 369,960 | (808) | (353,422) | 15,731 | |
Balance (in shares) at Jun. 30, 2019 | 335,537 | 859,999 | ||||
Balance at Dec. 31, 2019 | $ 1 | 370,142 | (819) | (357,627) | 11,697 | |
Balance (in shares) at Dec. 31, 2019 | 335,537 | 859,998 | ||||
Stock-based compensation | 90 | 90 | ||||
Preferred stock dividends | (50) | (50) | ||||
Unrealized foreign exchange on intercompany loans | (11,187) | (11,187) | ||||
Translation adjustment | 11,060 | 11,060 | ||||
Loss for the period | (1,220) | (1,220) | ||||
Balance at Mar. 31, 2020 | $ 1 | 370,182 | (946) | (358,847) | 10,390 | |
Balance (in shares) at Mar. 31, 2020 | 335,537 | 859,998 | ||||
Balance at Dec. 31, 2019 | $ 1 | 370,142 | (819) | (357,627) | 11,697 | |
Balance (in shares) at Dec. 31, 2019 | 335,537 | 859,998 | ||||
Unrealized foreign exchange on intercompany loans | (11,884) | |||||
Translation adjustment | 11,769 | |||||
Loss for the period | (3,386) | |||||
Balance at Jun. 30, 2020 | $ 5 | 388,520 | (934) | (361,013) | 26,578 | |
Balance (in shares) at Jun. 30, 2020 | 335,537 | 4,863,984 | ||||
Balance at Mar. 31, 2020 | $ 1 | 370,182 | (946) | (358,847) | 10,390 | |
Balance (in shares) at Mar. 31, 2020 | 335,537 | 859,998 | ||||
Issue of common stock on At Market Issuance sales agreement, net of expenses | $ 4 | 18,302 | 18,306 | |||
Issue of common stock on At Market Issuance sales agreement, net of expenses (in shares) | 4,003,986 | |||||
Stock-based compensation | 86 | 86 | ||||
Preferred stock dividends | (50) | (50) | ||||
Unrealized foreign exchange on intercompany loans | (697) | (697) | ||||
Translation adjustment | 709 | 709 | ||||
Loss for the period | (2,166) | (2,166) | ||||
Balance at Jun. 30, 2020 | $ 5 | $ 388,520 | $ (934) | $ (361,013) | $ 26,578 | |
Balance (in shares) at Jun. 30, 2020 | 335,537 | 4,863,984 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating activities: | ||
Net loss | $ (3,386) | $ (3,625) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 10 | 10 |
Gain on disposal of property and equipment | (29) | |
Stock-based compensation | 176 | 178 |
Changes in lease liability | (70) | (52) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (585) | (749) |
Accounts payable and other current liabilities | (798) | (2,052) |
Net cash used in operating activities | (4,653) | (6,319) |
Investing activities: | ||
Purchase of property, plant and equipment | (4) | (3) |
Proceeds from sale of property and equipment | 29 | |
Net cash provided by (used in) investing activities | (4) | 26 |
Financing activities: | ||
Proceeds, net of issuance costs, from issuing common stock (issuance costs paid) | 18,307 | 4,056 |
Payment of preferred stock dividend | (101) | (101) |
Net cash provided by (used in) financing activities | 18,206 | 3,955 |
Effect of exchange rate changes on cash and cash equivalents | (92) | (7) |
Net (decrease) in cash and cash equivalents | 13,457 | (2,345) |
Cash and cash equivalents, beginning of period | 11,885 | 17,504 |
Cash and cash equivalents, end of period | 25,342 | 15,159 |
Supplemental cash flow information: | ||
Cash received during the period for: Interest | 32 | 135 |
Lease liability | (1,505) | |
Right-of-use asset | 1,385 | |
Non cash financing activities: | ||
Accrual of preferred stock dividends | $ 50 | $ 50 |
Company Overview
Company Overview | 6 Months Ended |
Jun. 30, 2020 | |
Company Overview [Abstract] | |
Company Overview | 1. Company Overview Nature of Operations Cyclacel Pharmaceuticals, Inc. (“Cyclacel” or “the Company”) is a clinical-stage biopharmaceutical company using cell cycle control, transcriptional regulation and DNA damage response biology to develop innovative, targeted medicines for cancer and other proliferative diseases. Cyclacel is a pioneer company in the field of cell cycle biology with a vision to improve patient healthcare by translating cancer biology into medicines. As of June 30, 2020, 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 | 6 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated balance sheet as of June 30, 2020, the consolidated statements of operations, comprehensive loss, and stockholders’ equity for the three and six months ended June 30, 2020 and 2019 and the consolidated statements of cash flows for the six months ended June 30, 2020 and 2019, and all related disclosures contained in the accompanying notes, are unaudited. The consolidated balance sheet as of December 31, 2019 is derived from the audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on February 26, 2020. 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 June 30, 2020, and the results of operations and, comprehensive loss for the three and six months ended June 30, 2020, and cash flows for the six months ended June 30, 2020, have been made. The interim results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other reporting period. 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, 2019 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2020. Reverse Stock Split On April 14, 2020 the Company completed a one-for-twenty reverse stock split, which reduced the number of shares of the Company’s common stock that were issued and outstanding immediately prior to the effectiveness of the reverse stock split. The number of shares of the Company’s authorized common stock was not affected by the reverse stock split and the par value of Cyclacel’s common stock remained unchanged at $0.001 per share. The reverse stock split reduced the number of shares of the Company’s common stock that were outstanding at April 14, 2020 from 17,199,974 to 859,998, after the cancellation of 14 fractional shares. No fractional shares were issued in connection with the reverse stock split. Stockholders who otherwise held fractional shares of the Company’s common stock as a result of the reverse stock split received a cash payment in lieu of such fractional shares. All amounts related to number of shares and per share amounts have been retroactively restated in these consolidated financial statements. 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 approximately $25.3 million as of June 30, 2020 will be sufficient to fund its operating expenses and capital expenditure requirements through the end of 2022. 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 2022 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. In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. It has now spread to many other countries, including the United States and United Kingdom, where the Company has its primary bases of operation. The World Health Organization has declared the coronavirus outbreak a pandemic, and during the three-month period ending June 30, 2020, many governments issued “stay at home” orders. The extent to which the coronavirus impacts the Company’s financial condition and operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the ultimate duration of the pandemic, the emergence of new geographic hotspots, the re-emergence of a second outbreak in the fall or winter, travel restrictions, quarantines, social distancing and business closure requirements in the United States and in other countries, and the effectiveness of actions taken globally to contain and treat the disease . At this time, the Company is unable to estimate the impact of this event on its financial condition or operations, but it could materially affect the ability of the Company to raise future capital or to conduct clinical studies on a timely basis. 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, as amended by subsequent updates issued in 2018 and 2019. The guidance requires that lessees recognize both a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term at the commencement date. 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. The Company transitioned to the new guidance on a cumulative catch-up basis effective January 1, 2019, 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. On January 1, 2020, the Company adopted the guidance issued in ASU 2018‑15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.” As permitted by the ASU, the Company will apply the new guidance on a prospective basis to any new cloud computing arrangements. 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. There has been no impact of this pronouncement on the Company’s consolidated financial statements and disclosures. Recently Issued Accounting Pronouncements The Financial Accounting Standards Board has issued ASU 2020-04, “Reference Rate Reform (Topic 848)”. This standard provides optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform initiatives that would replace interbank offered rates, including the London Interbank Offered Rate (LIBOR). For example, modifications of lease contracts within the scope of ASC 842 solely for changes in reference rates would be accounted for as a continuation of the existing contracts with no reassessments of the lease classification and the discount rate. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The Company does not currently have any contracts affected by this guidance. 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 June 30, 2019 and 2020. Revenue recognition The Company recognizes revenue using the five step-model provided in ASC 606, Revenue from Contracts with Customers (“ASC 606”): (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. Grant revenue received from organizations that are not the Company’s customers, such as charitable foundations or government agencies, is 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 June 30, 2020, all of the Company’s leases are classified as operating leases. 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 that are the same tenure as the lease term, adjusted for various factors, including the effects of assumed collateral, the nature of how the 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; and · 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 | 6 Months Ended |
Jun. 30, 2020 | |
Revenue Recognition [Abstract] | |
Revenue | 3. Revenue Revenue recognized in the three and six months ended June 30, 2019 and 2020 was $0. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Net Loss 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 weighted average number of shares of common stock for six months ended June 30, 2020 reflects pre-funded warrants to purchase up to 2,090,000 shares of common stock issued in April 2020 (see Note 9) as outstanding from the date of issuance through exercise. The following potentially dilutive securities have not been included in the computation of diluted net loss per share for the three and six months ended June 30, 2019 and 2020, as the result would be anti-dilutive: June 30, June 30, 2019 2020 Stock options 117,113 134,594 Convertible preferred stock 85 85 Series A preferred stock 6,600 6,600 Common stock warrants 374,525 4,370,525 Total shares excluded from calculation 498,323 4,511,804 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2020 | |
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, June 30, 2019 2020 Research and development tax credit receivable $ 1,326 $ 1,805 Prepayments and VAT receivable 703 682 Other current assets 103 104 $ 2,132 $ 2,591 Receivables of $18,000 are included in other current assets as at June 30, 2020. This relates to royalty payments receivable under a December 2005 Asset Purchase Agreement, or APA, whereby Xcyte Therapies, Inc., or Xcyte (a business acquired by the Company in March 2006), sold certain assets and intellectual property to ThermoFisher Scientific Company, or TSC (formerly Invitrogen Corporation), through the APA and other related agreements. The assets and technology were not part of the Company’s product development plan following the transaction between Xcyte and Cyclacel in March 2006. Accordingly, the company recognized $835,000 of other income related to this transaction during the six months ended June 30, 2020. |
Accrued and Other Liabilities
Accrued and Other Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
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, June 30, 2019 2020 Accrued research and development $ 617 $ 550 Accrued legal and professional fees 235 212 Other current liabilities 678 408 $ 1,530 $ 1,170 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | 7. Leases The Company currently has two leases. The first relates to its facility in Dundee, Scotland and the second to its facility in Berkeley Heights, New Jersey. As of and for the six months ended June 30, 2020: The Company recognized operating lease expenses of $179,9750. Cash payments made during the six months ended June 30, 2020 totaled $188,325 and were presented as cash outflows from operating activities. The remaining lease term as of June 30, 2020 is approximately 5.3 years for the Dundee facility and approximately 2 years for the Berkeley Heights facility. The discount rate used by the Company in determining the lease liability was 12%. Remaining lease payments under the leases are: 2020 $ 185 2021 380 2022 353 2023 314 2024 313 Thereafter 251 $ 1,796 |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Stock-Based Compensation [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 and six months ended June 30, 2019 and 2020 as shown in the following table (in $000s): Three Months Ended Six Months Ended June 30, June 30, 2019 2020 2019 2020 Research and development 35 34 $ 66 $ 69 General and administrative $ 57 52 112 107 Stock-based compensation costs before income taxes $ 92 86 $ 178 $ 176 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 replaced the 2015 Equity Incentive Plan (the “2015 Plan”). The 2018 Plan allows for the issuance of up to 775,000 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 35,494 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 June 30, 2020, the Company has reserved 676,124 shares of the Company’s common stock under the 2018 Plan for future issuances, 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 36,400 options granted during the six months ended June 30, 2020. These options had a grant date fair value of $3.95. There were 77,513 options granted during the six months ended June 30, 2019. These options had a grant date fair value ranging between $10.36-$12.13 per option. There were no stock options exercised during each of the six months ended June 30, 2019 and 2020, 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: Weighted Weighted Average Number of Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Per Share Term (Years) Value ($000) Options outstanding at December 31, 2019 100,278 $ 54.40 — $ — Granted 36,400 $ 4.70 Cancelled/forfeited (2,084) $ 176.56 Options outstanding at June 30, 2020 134,594 $ 39.03 8.62 $ — Unvested at June 30, 2020 74,451 $ 10.03 9.23 $ — Vested and exercisable at June 30, 2020 60,143 $ 74.93 7.87 $ — Restricted Stock Units The Company issued 14,000 restricted stock units to employees during the year ended December 31, 2019. The Company issued 3,938 additional restricted stock units to employees during the quarter ended March 31, 2020, of which 850 units were forfeited in the second quarter of 2020. The vesting of these 17,088 total outstanding restricted stock units is dependent upon the fulfillment of certain clinical conditions. The Company determined that the satisfaction of the clinical conditions was not probable at June 30, 2020 and, as a result, recorded no compensation expense related to restricted stock units for the quarter ended June 30, 2020. The restricted stock units were valued based on their fair value at the date of grant, which is equivalent to the market price of a share of the Company’s common stock. Summarized information for restricted stock units’ activity for the quarter ended June 30, 2020 is as follows: Restricted Stock Weighted Average Restricted Stock Units outstanding at June 30, 2020 $ Unvested at June 30, 2020 $ Vested and exercisable at June 30, 2020 $ |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity [Abstract] | |
Stockholders Equity | 9. Stockholders Equity April 2020 equity financing On April 21, 2020, the Company entered into a co-placement agency agreement with Roth Capital Partners, LLC, Ladenburg Thalmann & Co. Inc., and Brookline Capital Markets, a division of Arcadia Securities, LLC (the “Co-Placement Agents”) and a securities purchase agreement with certain purchasers for the purchase and sale of (i) 1,910,000 shares of common stock, (ii) pre-funded warrants to purchase up to 2,090,000 shares of common stock at an exercise price of $ 0.001 per share , and (iii) accompanying common stock warrants to purchase up to 4,000,000 shares of common stock at an exercise price of $5.00 per share. The shares of common stock and accompanying common stock warrants were sold at a combined public offering price of $5.00 per share and common stock warrant. Each common stock warrant sold with the shares of common stock represents the right to purchase one share of common stock at an exercise price of $5.00 per share. The common stock warrants are exercisable immediately and expire five years from the date of issuance. The pre-funded warrants and accompanying common stock warrants were sold at a combined public offering price of $4.999 per pre-funded warrant and common stock warrant. The pre-funded warrants were sold to purchasers whose purchase of shares of common stock in the public offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding common stock immediately following the consummation of the public offering, in lieu of shares of common stock. Each pre-funded warrant represents the right to purchase one share of the Company’s common stock at an exercise price of $0.001 per share. The pre-funded warrants are exercisable immediately and may be exercised at any time until the pre-funded warrants are exercised in full. The shares of common stock and pre-funded warrants, and accompanying common stock warrants, were issued separately and are immediately separable upon issuance. The closing of the offering occurred on April 24, 2020, and the net proceeds to the Company were approximately $18,400,000, after deducting placement agent fees and other offering expenses payable by the Company. Subsequent to the closing of the offering and within the three months ended June 30, 2020, all of the pre-funded warrants issued in connection therewith were converted into 2,090,000 shares of common stock. Following such conversions, 4,863,984 shares of common stock are outstanding as of August 12, 2020. 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 was authorized to 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. The Sales Agreement was terminated automatically by its terms during the first quarter of 2019, pursuant to which the Company sold 235,126 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. Warrants April 2020 Warrants As of June 30, 2020, 3,996,000 warrants issued in the April 2020 offering remained outstanding, each with an exercise price of $5.00. All such warrants were issued in connection with the April 2020 co-placement agency agreement. The common warrants are immediately exercisable and will expire on the fifth anniversary of the original issuance date. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price. The common warrants were issued separately from the common stock and were eligible for transfer immediately after issuance. A common warrant to purchase one share of our common stock was issued for every one share of common stock purchased in this offering. The common warrants are exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of the Company’s common stock purchased upon such exercise (except in the case of a cashless exercise). A holder (together with its affiliates) may not exercise any portion of the common warrant to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days prior notice from the holder to the Company, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s common warrants up to 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the common warrants. No fractional shares of common stock will be issued in connection with the exercise of a common warrant. In lieu of fractional shares, the Company will round down to the next whole share. A total of 4,000 warrants were exercised during the three and six months ended June 30, 2020. July 2017 Warrants As of June 30, 2020, 374,525 warrants issued in connection with the July 2017 underwritten public offering remained outstanding, each with an exercise price of $40.00. 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 and six months ended June 30, 2020. 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 June 30, 2020, 264 shares of the Series A Preferred Stock remained 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 June 30, 2020, 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 shall be permitted to 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 June 30, 2020, there were 335,273 shares of the Company’s 6% Convertible Exchangeable Preferred Stock (the “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 of directors 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. As of June 30, 2020, accrued and unpaid dividends amounted to $50,291. 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 $59,220, 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 (the “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 | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Dividends on 6% Preferred Stock On June 25, 2020, the board of directors declared a quarterly cash dividend in the amount of $0.15 per share on the Company’s Preferred Stock. The cash dividend was paid on August 1, 2020 to the holders of record of the Preferred Stock as of the close of business on July 17, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated balance sheet as of June 30, 2020, the consolidated statements of operations, comprehensive loss, and stockholders’ equity for the three and six months ended June 30, 2020 and 2019 and the consolidated statements of cash flows for the six months ended June 30, 2020 and 2019, and all related disclosures contained in the accompanying notes, are unaudited. The consolidated balance sheet as of December 31, 2019 is derived from the audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on February 26, 2020. 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 June 30, 2020, and the results of operations and, comprehensive loss for the three and six months ended June 30, 2020, and cash flows for the six months ended June 30, 2020, have been made. The interim results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other reporting period. 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, 2019 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2020. |
Reverse Stock Split | Reverse Stock Split On April 14, 2020 the Company completed a one-for-twenty reverse stock split, which reduced the number of shares of the Company’s common stock that were issued and outstanding immediately prior to the effectiveness of the reverse stock split. The number of shares of the Company’s authorized common stock was not affected by the reverse stock split and the par value of Cyclacel’s common stock remained unchanged at $0.001 per share. The reverse stock split reduced the number of shares of the Company’s common stock that were outstanding at April 14, 2020 from 17,199,974 to 859,998, after the cancellation of 14 fractional shares. No fractional shares were issued in connection with the reverse stock split. Stockholders who otherwise held fractional shares of the Company’s common stock as a result of the reverse stock split received a cash payment in lieu of such fractional shares. All amounts related to number of shares and per share amounts have been retroactively restated in these consolidated financial statements. |
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 approximately $25.3 million as of June 30, 2020 will be sufficient to fund its operating expenses and capital expenditure requirements through the end of 2022. 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 2022 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. In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. It has now spread to many other countries, including the United States and United Kingdom, where the Company has its primary bases of operation. The World Health Organization has declared the coronavirus outbreak a pandemic, and during the three-month period ending June 30, 2020, many governments issued “stay at home” orders. The extent to which the coronavirus impacts the Company’s financial condition and operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the ultimate duration of the pandemic, the emergence of new geographic hotspots, the re-emergence of a second outbreak in the fall or winter, travel restrictions, quarantines, social distancing and business closure requirements in the United States and in other countries, and the effectiveness of actions taken globally to contain and treat the disease . At this time, the Company is unable to estimate the impact of this event on its financial condition or operations, but it could materially affect the ability of the Company to raise future capital or to conduct clinical studies on a timely basis. |
Accounting Standards Adopted in the Period | 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, as amended by subsequent updates issued in 2018 and 2019. The guidance requires that lessees recognize both a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term at the commencement date. 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. The Company transitioned to the new guidance on a cumulative catch-up basis effective January 1, 2019, 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. On January 1, 2020, the Company adopted the guidance issued in ASU 2018‑15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.” As permitted by the ASU, the Company will apply the new guidance on a prospective basis to any new cloud computing arrangements. 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. There has been no impact of this pronouncement on the Company’s consolidated financial statements and disclosures. Recently Issued Accounting Pronouncements The Financial Accounting Standards Board has issued ASU 2020-04, “Reference Rate Reform (Topic 848)”. This standard provides optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform initiatives that would replace interbank offered rates, including the London Interbank Offered Rate (LIBOR). For example, modifications of lease contracts within the scope of ASC 842 solely for changes in reference rates would be accounted for as a continuation of the existing contracts with no reassessments of the lease classification and the discount rate. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The Company does not currently have any contracts affected by this guidance. |
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 June 30, 2019 and 2020. |
Revenue Recognition | Revenue recognition The Company recognizes revenue using the five step-model provided in ASC 606, Revenue from Contracts with Customers (“ASC 606”): (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. Grant revenue received from organizations that are not the Company’s customers, such as charitable foundations or government agencies, is 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 June 30, 2020, all of the Company’s leases are classified as operating leases. 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 that are the same tenure as the lease term, adjusted for various factors, including the effects of assumed collateral, the nature of how the 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; and · 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) | 6 Months Ended |
Jun. 30, 2020 | |
Net Loss per Share [Abstract] | |
Schedule of Company's Potential Anti-dilutive Securities | The following potentially dilutive securities have not been included in the computation of diluted net loss per share for the three and six months ended June 30, 2019 and 2020, as the result would be anti-dilutive: June 30, June 30, 2019 2020 Stock options 117,113 134,594 Convertible preferred stock 85 85 Series A preferred stock 6,600 6,600 Common stock warrants 374,525 4,370,525 Total shares excluded from calculation 498,323 4,511,804 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in $000s): December 31, June 30, 2019 2020 Research and development tax credit receivable $ 1,326 $ 1,805 Prepayments and VAT receivable 703 682 Other current assets 103 104 $ 2,132 $ 2,591 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following (in $000s): December 31, June 30, 2019 2020 Accrued research and development $ 617 $ 550 Accrued legal and professional fees 235 212 Other current liabilities 678 408 $ 1,530 $ 1,170 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of the Company's Contractual Obligations and Commitments Relating to its Facilities Leases | Remaining lease payments under the leases are: 2020 $ 185 2021 380 2022 353 2023 314 2024 313 Thereafter 251 $ 1,796 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Stock-Based Compensation [Abstract] | |
Schedule of Stock Based Compensation Expense | Stock based compensation has been reported within expense line items on the consolidated statement of operations for the three and six months ended June 30, 2019 and 2020 as shown in the following table (in $000s): Three Months Ended Six Months Ended June 30, June 30, 2019 2020 2019 2020 Research and development 35 34 $ 66 $ 69 General and administrative $ 57 52 112 107 Stock-based compensation costs before income taxes $ 92 86 $ 178 $ 176 |
Schedule of Share Option Activity | A summary of the share option activity and related information is as follows: Weighted Weighted Average Number of Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Per Share Term (Years) Value ($000) Options outstanding at December 31, 2019 100,278 $ 54.40 — $ — Granted 36,400 $ 4.70 Cancelled/forfeited (2,084) $ 176.56 Options outstanding at June 30, 2020 134,594 $ 39.03 8.62 $ — Unvested at June 30, 2020 74,451 $ 10.03 9.23 $ — Vested and exercisable at June 30, 2020 60,143 $ 74.93 7.87 $ — |
Schedule of Restricted Stock Units Activity | Summarized information for restricted stock units’ activity for the quarter ended June 30, 2020 is as follows: Restricted Stock Weighted Average Restricted Stock Units outstanding at June 30, 2020 $ Unvested at June 30, 2020 $ Vested and exercisable at June 30, 2020 $ |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Narrative) (Details) $ / shares in Units, $ in Thousands | Apr. 14, 2020$ / sharesshares | Apr. 13, 2020shares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($)shares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019shares | Jan. 01, 2020USD ($) | Dec. 31, 2019USD ($)$ / shares |
Summary of Significant Accounting Policies [Abstract] | ||||||||
Right-of-use lease asset | $ 1,218 | $ 1,218 | $ 1,264 | |||||
Deferred rent obligation | $ 120 | |||||||
Cash and cash equivalents | 25,342 | 25,342 | 11,885 | |||||
Lease liability | $ 1,081 | $ 1,081 | $ 1,500 | $ 1,191 | ||||
Reverse stock split ratio | 0.05 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Weighted average common shares outstanding (in shares) | shares | 859,998 | 17,199,974 | 3,850,228 | 859,998 | 2,355,113 | 771,448 | ||
Reverse stock split, Number of fractional shares cancelled | shares | 14 | |||||||
Reverse stock split, fractional shares issued | shares | 0 | |||||||
Tax on other comprehensive income (loss) | $ 0 | |||||||
Reclassifications out of other comprehensive income (loss) | $ 0 | $ 0 | ||||||
Lease, practical expedients package | true |
Revenue (Narrative) (Details)
Revenue (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue Recognition [Abstract] | ||||
Revenue |
Net Loss per Common Share (Sche
Net Loss per Common Share (Schedule of Company's Potential Anti Dilutive Securities) (Details) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 4,511,804 | 498,323 |
Maximum [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Warrants to purchase shares | 2,090,000 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 134,594 | 117,113 |
6% Convertible Exchangeable Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 85 | 85 |
Series A Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 6,600 | 6,600 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 4,370,525 | 374,525 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Other current assets | $ 104 | $ 104 | $ 103 | ||
Other income, net | 18 | $ 170 | 835 | $ 170 | |
Accounts Receivable [Member] | |||||
Other current assets | $ 18 | $ 18 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets (Schedule of Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Research and development tax credit receivable | $ 1,805 | $ 1,326 |
Prepayments and VAT receivable | 682 | 703 |
Other current assets | 104 | 103 |
Prepaid expenses and other current assets | $ 2,591 | $ 2,132 |
Accrued and Other Liabilities_2
Accrued and Other Liabilities (Schedule of accrued and other current liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued research and development | $ 550 | $ 617 |
Accrued legal and professional fees | 212 | 235 |
Other current liabilities | 408 | 678 |
Accrued and other current liabilities | $ 1,170 | $ 1,530 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2020USD ($)lease | |
Number of leases | lease | 2 |
Operating lease expense | $ 1,799,750 |
Operating lease, payments | $ 188,325 |
Discount rate lease liability | 12.00% |
Dundee facility | |
Remaining lease term | 5 years 3 months 18 days |
Berkely Heights facility | |
Remaining lease term | 2 years |
Leases (Future Minimum Lease Pa
Leases (Future Minimum Lease Payments) (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Operating Lease Obligation | |
2020 | $ 185 |
2021 | 380 |
2022 | 353 |
2023 | 314 |
2024 | 313 |
Thereafter | 251 |
Lease payments, Total | $ 1,796 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Stock Options [Member] | |||||
Stock-based compensation | |||||
Options granted (in shares) | 36,400 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Stock-based compensation | |||||
Additional restricted stock units issued | 3,938 | 17,088 | 14,000 | ||
Stock units forfeited | 850 | ||||
Vested stock units | 0 | ||||
Compensation cost recognized | $ 0 | ||||
2018 Equity Incentive Plan (the "2018 Plan") [Member] | |||||
Stock-based compensation | |||||
Number of authorized shares | 775,000 | 775,000 | |||
Number of additional shares authorized | 35,494 | ||||
Number of shares reserved for issuance | 676,124 | 676,124 | |||
2018 Equity Incentive Plan (the "2018 Plan") [Member] | Minimum [Member] | |||||
Stock-based compensation | |||||
Stock awards vesting period | 1 year | ||||
2018 Equity Incentive Plan (the "2018 Plan") [Member] | Maximum [Member] | |||||
Stock-based compensation | |||||
Stock awards vesting period | 4 years | ||||
2018 Equity Incentive Plan (the "2018 Plan") [Member] | Stock Options [Member] | |||||
Stock-based compensation | |||||
Life of stock option awards granted | 10 years | ||||
Options granted, grant date fair value | $ 3.95 | ||||
Options granted (in shares) | 36,400 | 77,513 | |||
Stock option exercised (in shares) | 0 | 0 | |||
2018 Equity Incentive Plan (the "2018 Plan") [Member] | Stock Options [Member] | Minimum [Member] | |||||
Stock-based compensation | |||||
Options granted, grant date fair value | $ 10.36 | ||||
Stock awards vesting period | 1 year | ||||
2018 Equity Incentive Plan (the "2018 Plan") [Member] | Stock Options [Member] | Maximum [Member] | |||||
Stock-based compensation | |||||
Options granted, grant date fair value | $ 12.13 | ||||
Stock awards vesting period | 4 years |
Stock Based Compensation (Sched
Stock Based Compensation (Schedule of Stock Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation costs before income taxes | $ 86 | $ 92 | $ 176 | $ 178 |
Research and Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation costs before income taxes | 34 | 35 | 69 | 66 |
General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation costs before income taxes | $ 52 | $ 57 | $ 107 | $ 112 |
Stock-Based Compensation (Sched
Stock-Based Compensation (Schedule of Share Option Activity) (Details) - Stock Options [Member] | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Number of Options Outstanding | |
Options outstanding | shares | 100,278 |
Granted | shares | 36,400 |
Cancelled/forfeited | shares | (2,084) |
Options outstanding | shares | 134,594 |
Unvested | shares | 74,451 |
Vested and exercisable | shares | 60,143 |
Weighted Average Exercise Price Per Share | |
Options outstanding | $ / shares | $ 54.40 |
Granted | $ / shares | 4.70 |
Cancelled/forfeited (in dollars per share) | $ / shares | 176.56 |
Options outstanding | $ / shares | 39.03 |
Unvested | $ / shares | 10.03 |
Vested and exercisable | $ / shares | $ 74.93 |
Weighted Average Remaining Contractual Term (Years) | |
Options outstanding | 8 years 7 months 13 days |
Unvested | 9 years 2 months 23 days |
Vested and exercisable | 7 years 10 months 13 days |
Stock Based Compensation (Sch_2
Stock Based Compensation (Schedule of Restricted Stock Units Activity) (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted Stock Units outstanding | 3,938 | 17,088 | 14,000 |
Restricted Stock Units outstanding, Weighted Average Grant Date Fair Value Per Share | $ 11.43 | ||
Unvested | 17,088 | ||
Unvested, Weighted Average Grant Date Value Per Share | $ 11.43 | ||
Vested and exercisable | 0 | ||
Vested and exercisable, weighted average grant date fair value | $ 11.43 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | Jun. 25, 2020 | Apr. 25, 2020 | Apr. 24, 2020 | Apr. 21, 2020 | Oct. 04, 2018 | Jul. 31, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 12, 2020 | Apr. 14, 2020 |
Class of Stock [Line Items] | |||||||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Proceeds from issuance of common stock, net of issuance costs | $ 18,307,000 | $ 4,056,000 | |||||||||||||
Proceeds from further issuance of share | $ 18,306,000 | $ (56,000) | $ 4,111,000 | ||||||||||||
Common stock, shares outstanding (in shares) | 4,863,984 | 4,863,984 | 859,998 | ||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Proceeds from further issuance of share | $ 4,000 | $ 0 | |||||||||||||
Number of shares issued (in shares) | 4,003,986 | 235,126 | |||||||||||||
April 2020 Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants, exercise price per share | $ 5 | $ 5 | |||||||||||||
Warrant to purchase each share of our common stock | 1 | 1 | |||||||||||||
Warrants exercised | 4,000 | 4,000 | |||||||||||||
Number of warrants outstanding | $ 3,996,000 | $ 3,996,000 | |||||||||||||
Notice period from the holder to increase the percentage of ownership of outstanding common stock after exercise of warrants | 61 days | ||||||||||||||
Outstanding common stock immediately after exercise (as a percent) | 4.99% | ||||||||||||||
Maximum percentage of outstanding common stock at election of purchaser | 9.99% | ||||||||||||||
Fractional shares issued | 0 | ||||||||||||||
July 2017 Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants, exercise price per share | $ 40 | $ 40 | |||||||||||||
Warrants exercised | 0 | 0 | |||||||||||||
Conversion percentage | 9.99% | ||||||||||||||
Number of warrants outstanding | $ 374,525 | $ 374,525 | |||||||||||||
Percentage of blocker provision | 4.99% | ||||||||||||||
Common Stock Sales Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||||||||||||
Proceeds from issuance of common stock, gross | 4,300,000 | ||||||||||||||
Proceeds from issuance of common stock, net of issuance costs | $ 4,700,000 | ||||||||||||||
Selling commissions, percentage | 3.00% | ||||||||||||||
Number of share sold under the sales agreement | 235,126 | ||||||||||||||
Co-placement agency agreement | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants, exercise price per share | $ 0.001 | ||||||||||||||
Share issue price per share | $ 4.999 | ||||||||||||||
Number of shares issued (in shares) | 1,910,000 | ||||||||||||||
Warrant to purchase each share of our common stock | 1 | ||||||||||||||
Percentage of outstanding common stock | 4.99% | ||||||||||||||
Outstanding common stock at election of purchaser | 9.99% | ||||||||||||||
Proceeds from warrants exercised | $ 18,400,000 | ||||||||||||||
Shares issued on conversion of prefunded warrants | 2,090,000 | ||||||||||||||
Common stock, shares outstanding (in shares) | 4,863,984 | ||||||||||||||
Co-placement agency agreement | Pre Funded Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants, exercise price per share | $ 0.001 | ||||||||||||||
Co-placement agency agreement | Common Stock Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants to purchase shares | 4,000,000 | ||||||||||||||
Warrants, exercise price per share | $ 5 | ||||||||||||||
Share issue price per share | $ 5 | ||||||||||||||
Warrant to purchase each share of our common stock | 1 | ||||||||||||||
Warrant outstanding Term | 5 years | ||||||||||||||
Maximum [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants to purchase shares | 2,090,000 | 2,090,000 | |||||||||||||
Maximum [Member] | Common Stock Sales Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Aggregate offering price | $ 5,000,000 | ||||||||||||||
Maximum [Member] | Co-placement agency agreement | Pre Funded Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants to purchase shares | 2,090,000 | ||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares issued | 8,872 | 264 | 264 | 264 | |||||||||||
Preferred stock, shares outstanding | 264 | 264 | 264 | ||||||||||||
Number of common 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 | ||||||||||||||
Conversion percentage | 9.99% | ||||||||||||||
Percentage of blocker provision | 4.99% | ||||||||||||||
Convertible preferred stock, terms of conversion | (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 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares issued | 335,273 | 335,273 | 335,273 | ||||||||||||
Preferred stock, shares outstanding | 335,273 | 335,273 | 335,273 | ||||||||||||
Share issue price per share | $ 10 | $ 10 | |||||||||||||
Dividend rate on convertible exchangeable preferred stock (in percent) | 6.00% | 6.00% | |||||||||||||
Share Price | $ 59,220 | $ 59,220 | |||||||||||||
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 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 | ||||||||||||||
Number of trading days prior to notice of automatic conversion | 5 days | ||||||||||||||
Accrued and unpaid dividends | $ 50,291 | $ 50,291 | |||||||||||||
Redemption price per share (in dollars per share) | $ 10 | $ 10 | |||||||||||||
Debt principal amount per share, basis for exchange (in dollars per share) | $ 10 | ||||||||||||||
Debt instrument, term | 25 years | ||||||||||||||
Preferred stock dividend declared, amount per share | $ 0.15 | ||||||||||||||
6% Convertible Exchangeable Preferred Stock [Member] | Minimum [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
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 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - 6% Convertible Exchangeable Preferred Stock [Member] - $ / shares | Aug. 01, 2020 | Jun. 25, 2020 |
Subsequent Event [Line Items] | ||
Dividend declared, date | Jun. 25, 2020 | |
Preferred stock dividend declared, amount per share | $ 0.15 | |
Subsequent Events [Member] | ||
Subsequent Event [Line Items] | ||
Dividends payable, date to be paid | Aug. 1, 2020 | |
Dividend, record date | Jul. 17, 2020 | |
Preferred stock, dividends per share, cash paid | $ 0.15 |