Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2020 | May 12, 2020 | |
Document and Entity Information | ||
Entity Registrant Name | NEUBASE THERAPEUTICS, INC. | |
Entity Central Index Key | 0001173281 | |
Document Type | 10-Q | |
Trading Symbol | NBSE | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity's Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 23,118,125 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity File Number | 333-88480 | |
Entity Incorporation, State Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Sep. 30, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 5,771,948 | $ 10,313,966 |
Prepaid insurance | 239,731 | 449,583 |
Deferred offering costs | 196,724 | |
Other prepaid expenses and current assets | 260,840 | 265,686 |
Total Current Assets | 6,469,243 | 11,029,235 |
EQUIPMENT, net | 536,014 | 430,995 |
OTHER ASSETS | ||
Intangible assets, net | 0 | 145,833 |
Investment | 469,067 | 586,418 |
Long-term prepaid insurance | 242,083 | 338,916 |
Total Other Assets | 711,150 | 1,071,167 |
TOTAL ASSETS | 7,716,407 | 12,531,397 |
CURRENT LIABILITIES | ||
Accounts payable | 1,664,063 | 1,477,152 |
Accrued expenses and other current liabilities | 942,611 | 405,599 |
Warrant liabilities | 1,120,533 | 496,343 |
Insurance note payable | 0 | 122,919 |
LONG-TERM LIABILITIES | ||
Total Liabilities | 3,727,207 | 2,502,013 |
COMMITMENTS AND CONTINGENCIES | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2020 and September 30, 2019 | 0 | 0 |
Common stock, $0.0001 par value; 250,000,000 shares authorized; 17,080,625 and 17,077,873 shares issued and outstanding as of March 31, 2020 and September 30, 2019, respectively | 1,708 | 1,708 |
Additional paid-in capital | 39,871,511 | 37,027,875 |
Accumulated deficit | (35,884,019) | (27,000,199) |
Total stockholders' equity | 3,989,200 | 10,029,384 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 7,716,407 | $ 12,531,397 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Sep. 30, 2019 |
Condensed Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 17,080,625 | 17,077,873 |
Common stock, outstanding | 17,080,625 | 17,077,873 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
OPERATING EXPENSES | ||||
General and administrative | $ 2,739,021 | $ 1,914,368 | $ 5,293,701 | $ 2,336,378 |
Research and development | 1,616,009 | 33,126 | 2,843,695 | 38,002 |
Research and development expense- license acquired | 0 | 0 | 1,046,965 | |
TOTAL OPERATING EXPENSES | 4,355,030 | 1,947,494 | 8,137,396 | 3,421,345 |
LOSS FROM OPERATIONS | (4,355,030) | (1,947,494) | (8,137,396) | (3,421,345) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (342) | (43,614) | (1,653) | (58,251) |
Change in fair value of warrant liabilities | 69,944 | (38,702) | (624,190) | (38,702) |
Loss on disposal of fixed asset | 0 | 0 | (3,230) | 0 |
Equity in losses on equity method investment | (92,842) | 0 | (117,351) | 0 |
Total other expense, net | (23,240) | (82,316) | (746,424) | (96,953) |
NET LOSS | $ (4,378,270) | $ (2,029,810) | $ (8,883,820) | $ (3,518,298) |
BASIC AND DILUTED LOSS PER SHARE (in dollars per share) | $ (0.26) | $ (0.33) | $ (0.52) | $ (0.59) |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||
BASIC AND DILUTED | 17,075,875 | 6,074,600 | 17,073,765 | 5,967,807 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Treasury Stock | Common stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance, beginning at Sep. 30, 2018 | $ 573 | $ (517) | $ (41,952) | $ (41,896) | |
Balance, beginning, shares at Sep. 30, 2018 | 5,727,090 | ||||
Stock-based compensation expense | 1,547,474 | 1,547,474 | |||
Issuance of restricted stock for services | $ 151 | 1,323 | 1,474 | ||
Issuance of restricted stock for services (in shares) | 1,517,792 | ||||
Repurchase of common stock | $ (140) | 126 | (14) | ||
Repurchase of common stock (in shares) | (1,401,202) | ||||
Retirement of common stock | $ 140 | $ (140) | |||
Retirement of common stock (in shares) | 1,401,202 | (1,401,202) | |||
Common stock for research and development expense- license acquired | $ 84 | 844,516 | 844,600 | ||
Common stock for research and development expense- license acquired (in shares) | 835,625 | ||||
Cash received for prefunded warrants | 10 | 10 | |||
Net loss | (3,518,298) | (3,518,298) | |||
Balance, ending at Mar. 31, 2019 | $ 668 | 2,392,932 | (3,560,250) | (1,166,650) | |
Balance, ending, shares at Mar. 31, 2019 | 6,679,305 | ||||
Balance, beginning at Dec. 31, 2018 | $ (140) | $ 573 | 1,137,512 | (1,530,440) | (392,495) |
Balance, beginning, shares at Dec. 31, 2018 | (1,401,202) | 5,727,090 | |||
Stock-based compensation expense | 1,254,171 | 1,254,171 | |||
Issuance of restricted stock for services | $ 151 | 1,323 | 1,474 | ||
Issuance of restricted stock for services (in shares) | 1,517,792 | ||||
Issuance of common stock for research and development expense- license acquired | $ 84 | (84) | |||
Issuance of common stock for research and development expense- license acquired (in shares) | 835,625 | ||||
Retirement of common stock | $ 140 | $ (140) | |||
Retirement of common stock (in shares) | 1,401,202 | (1,401,202) | |||
Cash received for prefunded warrants | 10 | 10 | |||
Net loss | (2,029,810) | (2,029,810) | |||
Balance, ending at Mar. 31, 2019 | $ 668 | 2,392,932 | (3,560,250) | (1,166,650) | |
Balance, ending, shares at Mar. 31, 2019 | 6,679,305 | ||||
Balance, beginning at Sep. 30, 2019 | $ 1,708 | 37,027,875 | (27,000,199) | $ 10,029,384 | |
Balance, beginning, shares at Sep. 30, 2019 | 17,077,873 | 17,077,873 | |||
Stock-based compensation expense | 2,843,636 | $ 2,843,636 | |||
Issuance of restricted stock for services (in shares) | 2,752 | ||||
Net loss | (8,883,820) | (8,883,820) | |||
Balance, ending at Mar. 31, 2020 | $ 0 | $ 1,708 | 39,871,511 | (35,884,019) | $ 3,989,200 |
Balance, ending, shares at Mar. 31, 2020 | 0 | 17,080,625 | 17,080,625 | ||
Balance, beginning at Dec. 31, 2019 | $ 0 | $ 1,708 | 38,532,101 | (31,505,749) | $ 7,028,060 |
Balance, beginning, shares at Dec. 31, 2019 | 0 | 17,077,873 | |||
Stock-based compensation expense | $ 0 | $ 0 | 1,339,410 | 0 | 1,339,410 |
Issuance of restricted stock for services | $ 0 | 0 | 0 | 0 | |
Issuance of restricted stock for services (in shares) | 2,752 | ||||
Net loss | 0 | $ 0 | 0 | (4,378,270) | (4,378,270) |
Balance, ending at Mar. 31, 2020 | $ 0 | $ 1,708 | $ 39,871,511 | $ (35,884,019) | $ 3,989,200 |
Balance, ending, shares at Mar. 31, 2020 | 0 | 17,080,625 | 17,080,625 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
OPERATING ACTIVITIES | ||
Net loss | $ (8,883,820) | $ (3,518,298) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 2,843,636 | 1,547,474 |
Research and development expense - license acquired | 0 | 1,046,965 |
Change in fair value of warrant liabilities | 624,190 | 38,702 |
Depreciation and amortization | 199,500 | 0 |
Loss on disposal of fixed asset | 3,230 | 0 |
Equity in losses on equity method investment | 117,351 | 0 |
Non-cash amortization on convertible notes | 0 | 42,224 |
Non-cash interest expense on convertible notes | 0 | 16,027 |
Changes in operating assets and liabilities | ||
Other prepaid expenses and current assets | 214,698 | (2,531) |
Long-term prepaid insurance | 96,833 | 0 |
Accounts payable | 186,911 | 418,855 |
Accrued expenses and other current liabilities | 340,288 | 151,118 |
Net cash used in operating activities | (4,257,183) | (259,464) |
Cash flows from investing activities | ||
Purchase of laboratory and office equipment | (161,916) | (31,650) |
Payment of transaction costs for license acquired | 0 | (43,463) |
Cash paid for license acquired | 0 | (54,000) |
Net cash used in investing activities | (161,916) | (129,113) |
Cash flows from financing activities | ||
Principal payment of financed insurance | (122,919) | 0 |
Proceeds from issuance of convertible notes | 0 | 600,000 |
Proceeds from issuance of common shares for services | 0 | 1,474 |
Proceeds from prefunded warrant | 0 | 10 |
Repurchase of common stock | 0 | (14) |
Net (used in) provided by financing activities | (122,919) | 601,470 |
Net (decrease) increase in cash and cash equivalents | (4,542,018) | 212,893 |
Cash and cash equivalents, beginning of period | 10,313,966 | 249,600 |
Cash and cash equivalents, end of period | 5,771,948 | 462,493 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,668 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Issuance of common stock for research and development expense-licenses acquired | 0 | 844,600 |
Fair value of warrant liability issued for research and development expense- licenses acquired | 0 | 104,902 |
Deferred offering costs, accrued but not yet paid | $ 196,724 | $ 0 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Mar. 31, 2020 | |
Organization and Description of Business | |
Organization and Description of Business | 1. Organization and Description of Business NeuBase Therapeutics, Inc. (together with its subsidiaries, the “Company” or “NeuBase”) is developing a modular peptide-nucleic acid antisense oligo (“PATrOL™”) platform to address genetic diseases caused by mutant proteins, with a single, cohesive approach. The systemically-deliverable PATrOL™ therapies are designed to improve upon current gene silencing treatments by combining the advantages of synthetic approaches with the precision of antisense technologies. NeuBase plans to use its platform to address genetic diseases, with an initial focus on Huntington’s Disease (“HD”) and Myotonic Dystrophy Type 1 (“DM1”), as well as other genetic disorders. NeuBase is a pre-clinical-stage biopharmaceutical company and continues to develop its clinical and regulatory strategy with its internal research and development team with a view toward prioritizing market introduction as quickly as possible. NeuBase’s lead programs are NT0100 and NT0200. The NT0100 program is a PATrOL™-enabled therapeutic program being developed to target the mutant expansion in the HD messenger ribonucleic acid (“RNA”). NT0100 falls into the category of peptide nucleic acids (“PNAs”), which have the potential to be highly selective for the mutant transcript vs. the wild-type transcribed allele and the expectation to be applicable for all HD patients as it directly targets the expansion itself, and can be delivered systemically. PATrOL™-enabled drugs also have the unique ability to open RNA secondary structures and bind to either the primary nucleotide sequences or the secondary and/or tertiary structures. NeuBase believes the NT0100 program addresses an unmet need for a disease which currently has no effective therapeutics that target the core etiology of the condition. NeuBase believes there is a large opportunity in the U.S. and European markets for drugs in this space. The NT0200 program is a PATrOL™-enabled therapeutic program being developed to target the mutant expansion in the DM1 disease mRNA. NT0200 falls into the category of PNAs, which have the potential to be highly selective for the mutant transcript versus the wild-type transcribed allele and the expectation to be applicable for all DM1 patients as it directly targets the expansion itself. NeuBase believes the NT0200 program addresses an unmet need for a disease which currently has no effective therapeutics that target the core etiology of the condition. NeuBase believes there is a large opportunity in the U.S. and European markets for drugs in this space. Acquisition of Ohr Pharmaceutical, Inc. On July 12, 2019, the Company (formerly known as Ohr Pharmaceutical, Inc. (“Ohr”)) completed a reverse acquisition transaction in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of January 2, 2019, by and among the Company, Ohr Acquisition Corp. (“Merger Sub”), and NeuBase Therapeutics, Inc. (“Legacy NeuBase”), as amended by the First Amendment thereto made and entered into as of June 27, 2019 (as amended, the “Acquisition Agreement”), pursuant to which Merger Sub merged with and into Legacy NeuBase, with Legacy NeuBase (renamed as “NeuBase Corporation”) surviving as a wholly owned subsidiary of the Company (the “Ohr Acquisition”). On July 12, 2019, immediately after completion of the Ohr Acquisition, the Company changed its name to “NeuBase Therapeutics, Inc.” The Ohr Acquisition was accounted for as a “reverse asset acquisition,” whereby Legacy NeuBase was determined to be the accounting acquirer. The historical financial statements, outstanding shares and all other historical share information have been adjusted by multiplying the respective share amount by the exchange ratio provided for in the Acquisition Agreement as if the exchange ratio had been in effect for all periods presented. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2020 | |
Significant Accounting Policies | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto as of and for the year ended September 30, 2019 included in the Company’s Annual Report on Form 10-K (the “Annual Report”) filed with the SEC on January 10, 2020. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with U.S. GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, the accompanying unaudited condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal, recurring adjustments, necessary to fairly state the Company’s financial position, results of operations and cash flows. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year. The preparation of these unaudited condensed consolidated financial statements requires the Company to make estimates and judgments that affect the amounts reported in the financial statements and the accompanying notes. The Company’s actual results may differ from these estimates under different assumptions or conditions. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s condensed consolidated financial statements relate to the valuation of share-based compensation, the valuation of licenses, the fair value of warrant liabilities and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. The Company assesses and updates estimates each period to reflect current information, such as the economic considerations related to the impact that the novel coronavirus disease (COVID-19) could have on our significant accounting estimates (see Part II, Item 1A – Risk Factors—“Our operations may be adversely affected by the coronavirus outbreak, and we face risks that could impact our business” for further discussion of the effect of the COVID-19 pandemic on our operations). Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Restatement of Previously Issued Unaudited Financial Statements As previously disclosed in the Annual Report, the Company determined the accounting treatment and valuations pertaining to the PATrOL™ technology license acquired during the first quarter of fiscal 2019 should be modified. The Annual Report disclosed that the change in accounting treatment and valuations resulted in an increase in total operating expenses of approximately $0.9 million on the Company’s consolidated statements of operations for the fiscal year ended September 30, 2019 and a decrease in intangible assets of approximately $1.5 million on the Company’s consolidated balance sheet as of and for the fiscal year ended September 30, 2019, as well as a decrease in total operating expenses of approximately $0.3 million on the Company’s consolidated statements of operations in connection with the adjustment of the valuation of certain share-based awards for the fiscal year ended September 30, 2019. License Agreement with Carnegie Mellon University On December 17, 2018, the Company entered into a License Agreement with Carnegie Mellon University (the “CMU License Agreement”). Under the CMU License Agreement, Carnegie Mellon University (“CMU”) granted the Company an exclusive, worldwide right to the PATrOL™ technology, with patents and patent applications describing composition of matter and uses of the platform. As partial consideration for the license right, Legacy NeuBase issued and delivered to CMU 820,000 shares of Legacy NeuBase’s common stock, which constituted 8.2% of the then fully-diluted capitalization of Legacy NeuBase. Further, as partial consideration for the license right, Legacy NeuBase issued a warrant to CMU, exercisable only upon the earlier of (i) the day that Legacy NeuBase received cumulative capital funding or revenues equal to $2 million or (ii) 30 days prior to any change of control event that provided for the issuance of shares, for a number of shares of Legacy NeuBase common stock sufficient such that when added to the 820,000 shares of Legacy NeuBase’s common stock, CMU would hold in the aggregate an amount equal to 8.2% of the then fully-diluted capitalization of Legacy NeuBase; provided, however, that for purposes of calculating 8.2%, only the first $2 million of capital funding was considered in the determination of Legacy NeuBase’s fully-diluted capitalization, (the “CMU Warrant”). The CMU Warrant had an aggregate exercise price of $10.00. Under the CMU License Agreement, CMU has preemptive rights with respect to certain future sales of securities by Legacy NeuBase for capital-raising purposes, “piggyback” registration rights and co-sale rights with respect to certain resales of shares of Legacy NeuBase by Legacy NeuBase’s stockholders. The Company’s unaudited interim condensed financial statements and related disclosures as of, and for the three and six months ended March 31,2019 previously accounted for the acquisition of the PATrOL™ technology license as the acquisition of a license and the license was capitalized as an intangible asset. The fair value of the common stock and warrant consideration transferred for the license was initially estimated using the per share price observed in Legacy NeuBase’s private placement commitments entered into with prospective investors, which was approximately $1.61 per share of Legacy NeuBase common stock. The aggregate value of the capitalized license was approximately $1.5 million. In November 2019, the Company determined that the PATrOL™ technology license did not meet the criteria to be capitalized as it had not achieved regulatory approval, and as the PATrOL™ technology license was the only identified asset in the transaction, the consideration paid for the license should be expensed as in-process research and development. Additionally, the Company engaged a third-party valuation firm to value the Company’s common stock and warrants issued in exchange for the license and the Company identified all components of consideration transferred, including cash consideration of approximately $0.05 million and acquisition costs of approximately $0.04 million. The fair value of Legacy NeuBase common stock and warrants issued in exchange for the license was determined to be approximately $0.8 million and $0.1 million, respectively, based upon a fair value of the Company’s common stock of $1.03 per share. The consideration paid for the license right is as follows: Cash consideration $ 54,000 Acquisition costs 43,463 Fair value of common stock 844,600 Fair value of warrant liability issued 104,902 Total consideration $ 1,046,965 The correction of the accounting treatment and valuations associated with the PATrOL™ technology license resulted in a decrease in intangible assets of approximately $1.5 million at March 31, 2019 and an increase in research and development expense- license acquired of approximately $0 and $1.0 million, for the three and six months ended March 31, 2019, respectively. Share-Based Compensation In connection with the valuation adjustments to the PATrOL™ technology license consideration, the Company also determined that valuations pertaining to certain share-based awards, due to their proximity to the valuation of the consideration issued in connection with the PATrOL license, should be adjusted as the share-based awards were initially valued using the per share price observed in Legacy NeuBase’s private placement commitments entered into with prospective investors, which was approximately $1.61 per share of Legacy NeuBase common stock. The fair value of stock option awards granted in the six months ended March 31, 2019 were recalculated using the Black Scholes option pricing model using a per share-price of $1.03 of Legacy NeuBase common stock. The key assumptions used to estimate the fair value of the stock options granted during the six months ended March 31, 2019 included: Six Months Ended March 31, 2019 Expected term of options (years) 5.5-6.0 Expected common stock price volatility Risk-free interest rate Expected dividend yield — Additionally, the fair value of restricted stock granted in the three and six months ended March 31, 2019 was recalculated using a per share-price of $1.27 per share of Legacy NeuBase common stock. The correction of the valuations and timing of recognizing the awards granted resulted in a restatement of share-based compensation expense and a net decrease of approximately $0.1 million and $0.3 million for the three and six months ended March 31, 2019. Legacy NeuBase Common Stock Valuations To determine the fair value of Legacy NeuBase’s common stock, the Company considered, among other things, contemporaneous valuations of the Company’s common stock, the Company’s business, financial condition and results of operations, including related industry trends affecting its operations; the likelihood of achieving a liquidity event, such as an initial public offering, or IPO, or sale, given prevailing market conditions; the lack of marketability of the Company’s common stock; the market performance of comparable publicly traded companies; and U.S. and global economic and capital market conditions. Restated Amounts The following tables set forth the effects of the foregoing restatement adjustments on affected line items within the Company’s previously issued unaudited statement of operations for the three and six months ended March 31, 2019, unaudited balance sheet as of March 31, 2019 and unaudited statement of cash flows for the six months ended March 31, 2019. These tables also include adjustments for certain other immaterial items including the correction of the amortization of the convertible note discount. Statement of Operations For the Three Months Ended March 31, 2019 For the Six Months Ended March 31, 2019 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated General and administrative expenses $ 2,019,087 $ (104,719) $ 1,914,368 $ 2,639,779 $ (303,401) $ 2,336,378 Research and development expenses 37,881 (4,755) 33,126 92,340 (54,338) 38,002 Research and development expenses- license — — — — 1,046,965 1,046,965 Depreciation and amortization 18,350 (18,350) — 18,350 (18,350) — Total operating expenses 2,075,318 (127,824) 1,947,494 2,750,469 670,876 3,421,345 Loss from operations (2,075,318) 127,824 (1,947,494) (2,750,469) (670,876) (3,421,345) Interest expense (10,298) (33,316) (43,614) (14,819) (43,432) (58,251) Change in fair value of warrant liabilities — (38,702) (38,702) — (38,702) (38,702) Total other expenses $ (10,298) $ (72,018) $ (82,316) $ (14,819) $ (82,134) $ (96,953) Net loss (2,085,616.00) 55,806 $ (2,029,810.00) (2,765,288.00) (753,010.00) $ (3,518,298.00) Basic and diluted loss per common share (1) (0.32) (0.33) (0.47) (0.59) Weighted average shares outstanding (1): Basic and diluted 6,459,887 6,074,600 5,881,593 5,967,807 (1) As previously reported, basic and diluted loss per common share has been adjusted to reflect the Ohr Acquisition. Balance Sheet March 31, 2019 As Previously Reported Adjustments As Restated Assets Intangible assets, net $ 1,471,024 $ (1,471,024) $ — Total Assets 1,967,699 (1,471,024) 496,675 Liabilities Accounts payable 626,289 1,208 627,497 Warrant liabilities 164,429 (20,825) 143,604 Convertible notes payable 850,000 42,224 892,224 Total Liabilities 1,640,718 22,607 1,663,325 Stockholders' equity (deficit) Additional paid-in capital (1) 3,133,553 (740,621) 2,392,932 Accumulated deficit (2,807,240) (753,010) (3,560,250) Total stockholders' equity (deficit) 326,981 (1,493,631) (1,166,650) Total liabilities and stockholders' equity (deficit) $ 1,967,699 $ (1,471,024) $ 496,675 (1) As previously reported, additional paid-in capital has been adjusted to reflect the Ohr Acquisition. Statement of Cash Flows For the six months ended March 31, 2019 As Previously Reported Adjustments As Restated Cash flows from operating activities: Net loss $ (2,765,288) $ (753,010) $ (3,518,298) Adjustments to reconcile net loss to net cash used in operating activities Stock-based compensation 1,807,735 (260,261) 1,547,474 Amortization of intangible assets 18,350 (18,350) — Research and development expense - license acquired — 1,046,965 1,046,965 Change in fair value of warrant liabilities — 38,702 38,702 Non-cash amortization on convertible notes — 42,224 42,224 Non-cash interest expense on convertible notes — 16,027 16,027 Changes in operating assets and liabilities Prepaid expenses and other current assets — (2,531) (2,531) Accounts payable and accrued expenses 584,792 (14,819) 569,973 Net cash used in operating activities (354,411) 94,947 (259,464) Cash flows from investing activities Purchase of equipment (31,650) — (31,650) Security deposit (2,532) 2,532 — Payment of transaction costs for licenses acquired — (43,463) (43,463) Cash paid for license acquired — (54,000) (54,000) Net cash used in investing activities (34,182) (94,931) (129,113) Cash flows from financing activities Proceeds from convertible notes payable 600,000 — 600,000 Proceeds from common stock issued for cash 1,500 (26) 1,474 Repurchase of common stock (14) — (14) Proceeds from prefunded warrant — 10 10 Net used in financing activities 601,486 (16) 601,470 Net decrease in cash and cash equivalents 212,893 — 212,893 Cash and cash equivalents, beginning of period 249,600 — 249,600 Cash and cash equivalents, end of period $ 462,493 $ — $ 462,493 Non-cash investing and financing activities: Issuance of common stock for research and development expense- licenses acquired 1,324,945 (480,345) 844,600 Fair value of warrant liability issued for research and development expense- licenses acquired 164,429 (59,527) 104,902 Fair Value Measurements Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2 – Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The following tables present the Company’s fair value hierarchy for its warrant liabilities measured at fair value on a recurring basis at March 31, 2020 and September 30, 2019: Fair Value Measurements as of March 31, 2020 (Level 1) (Level 2) (Level 3) Total Liabilities Warrant liabilities $ — — $ 1,120,533 $ 1,120,533 Fair Value Measurements as of September 30, 2019 (Level 1) (Level 2) (Level 3) Total Liabilities Warrant liabilities $ — — $ 496,343 $ 496,343 The fair value of the warrant liabilities were determined using the Black-Scholes option pricing model. The following assumptions were used in determining the fair value of the warrant liabilities : As of March 31, 2020 Common stock price volatility 89.6% - 92.5% Risk-free interest rate 0.23% Remaining contractual term (years) 1.7- 2.0 Expected dividend yield - The change in fair value of the warrant liabilities for the three and six months ended March 31,2020 and 2019 is as follows: Fair value as of September 30, 2019 $ 496,343 Change in fair value 694,134 Fair value as of December 31, 2019 1,190,477 Change in fair value (69,944) Fair value as of March 31, 2020 $ 1,120,533 Fair value as of September 30, 2018 $ — Warrants issued in connection with license acquired 104,902 Fair value as of December 31, 2018 104,902 Change in fair value 38,702 Fair value as of March 31, 2019 $ 143,604 As of March 31, 2020 and September 30, 2019, the recorded values of cash and cash equivalents, accounts payable and the insurance note payable approximate fair value due to the short-term nature of these instruments. Stock-based Compensation The Company expenses stock-based compensation to employees, non-employees and board members over the requisite service period based on the estimated grant-date fair value of the awards and actual forfeitures. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All stock-based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements of operations based upon the underlying individual’s role at the Company. Operating Leases Effective October 1, 2019, the Company determines if an arrangement is a lease at inception. Operating leases are included in operating right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheets. Prior to October 1, 2019, the Company recorded rent expense associated with its operating lease on a straight-line basis over the term of the lease. Lease ROU assets and operating lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the Company’s condensed consolidated balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company accounts for lease and non-lease components as a single lease component for all its leases. As of March 31, 2020, the Company’s leases had original terms of less than 12 months. The Company does not recognize ROU assets and lease liabilities that arise from leases with an original term of 12 months or less. Rather, the Company recognizes the lease expense on a straight-line basis over the term of the lease. Net Loss Per Share Basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted net loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, warrants and stock options that would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. The following potentially dilutive securities outstanding as of March 31, 2020 and 2019 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive: As of March 31, 2020 2019 Common stock purchase options 6,506,966 Unvested restricted stock 3,125 Common stock purchase warrants 715,939 Convertible notes — Total 7,226,030 5,510,863 Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-2, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company adopted this new lease standard on October 1, 2019 using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The adoption of the new lease standard did not have an impact on the Company’s condensed consolidated financial statements as the Company did not have any leases with original terms longer than 12 months. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12 , "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company plans to evaluate the impact of this standard on its consolidated financial statements and related disclosures. |
Liquidity
Liquidity | 6 Months Ended |
Mar. 31, 2020 | |
Liquidity | |
Liquidity | 3.Liquidity The Company has had no revenues from product sales and has incurred operating losses since inception. As of March 31, 2020, the Company had $5.8 million in cash and cash equivalents and during the six months ended March 31, 2020, incurred a loss from operations of $8.1 million and used $4.3 million of cash in operating activities. The Company has funded its operations through the sale of common stock and the issuance of convertible notes and warrants. On April 30, 2020, the Company closed on an underwritten public offering of 6,037,500 shares of its common stock (inclusive of 787,500 shares that were sold pursuant to the underwriters’ full exercise of their option to purchase additional shares of the Company’s common stock), at a price to the public of $6.00 per share. The Company received net proceeds from the offering of approximately $33.3 million, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As a result, the Company will likely need to raise additional capital through one or more of the following: issuance of additional debt or equity, or complete a licensing transaction for one or more of the Company’s pipeline assets. Management believes that it has sufficient working capital on hand to fund operations through at least the next twelve months from the date these unaudited condensed consolidated financial statements were available to be issued. There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | 4. Stockholders’ Equity Warrants Below is a summary of the Company’s issued and outstanding warrants as of March 31, 2020: Weighted Weighted Average Average Remaining Exercise Contractual Life Warrants Price (in years) Outstanding as of September 30, 2019 728,439 $ 20.99 Expired (12,500) 20.00 Outstanding as of March 31, 2020 715,939 $ 21.01 2.02 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Mar. 31, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | 5. Stock-Based Compensation As of March 31, 2020, an aggregate of 3,783,114 shares of common stock were authorized under the Company’s 2019 Stock Incentive Plan (the “2019 Plan”), subject to an “evergreen” provision that will automatically increase the maximum number of shares of common stock that may be issued under the term of the 2019 Plan. As of March 31, 2020, 701,610 common shares were available for future grants under the 2019 Plan. As of March 31, 2020, 291,667 shares of common stock were authorized under the Company’s 2016 Consolidated Stock Incentive Plan (the “2016 Plan”) and 147,041 common shares were available for future grants under the 2016 Plan. Stock Options Below is a table summarizing the options issued and outstanding as of and for the six months ended March 31, 2020: Weighted Weighted Average Total Average Remaining Aggregate Exercise Contractual Life Intrinsic Stock Options Price (in years) Value Outstanding as of September 30, 2019 6,375,966 $ 2.70 Granted 136,000 6.20 Forfeited (5,000) 7.56 Outstanding at March 31, 2020 6,506,966 $ 2.77 8.9 $ 28,977,799 Exercisable as of March 31, 2020 4,231,799 $ 1.34 8.7 $ 25,120,498 As of March 31, 2020, unrecognized compensation costs associated with the stock options of $4.9 million will be recognized over an estimated weighted-average amortization period of 1.3 years. The weighted average grant date fair value of options granted during the six months March 31, 2020 was $4.78. Key assumptions used to estimate the fair value of the stock options granted during the six months ended March 31, 2020 included: Six Months ended March 31, 2020 Expected term of options (years) 7.0 Expected common stock price volatility 78% - 83.5% Risk-free interest rate 0.9% - 1.8% Expected dividend yield - Restricted Stock A summary of the changes in the unvested restricted stock during the six months ended March 31, 2020 is as follows: Weighted Average Unvested Restricted Grant Date Stock Fair Value Unvested as of September 30, 2019 6,875 $ 6.24 Granted 2,752 6.36 Vested (6,502) 6.29 Unvested as of March 31, 2020 3,125 $ 6.24 Total unrecognized expense remaining $ 5,830 Weighted-average years expected to be recognized over 0.2 The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations for the three and six months ended March 31,2020 and 2019: Three Months Ended March 31, Six Months Ended March 31, 2020 2019 2020 2019 Restated (Note 2) Restated (Note 2) General and administrative $ 954,241 $ 1,245,414 $ 2,067,352 $ 1,534,300 Research and development 385,169 8,757 776,284 13,174 Total $ 1,339,410 $ 1,254,171 $ 2,843,636 $ 1,547,474 |
Other Prepaid Expenses and Othe
Other Prepaid Expenses and Other Current Assets | 6 Months Ended |
Mar. 31, 2020 | |
Other Prepaid Expenses and Other Current Assets | |
Other Prepaid Expenses and Other Current Assets | 6. Other Prepaid Expenses and Other Current Assets The Company’s prepaid expenses and other current assets consisted of the following: March 31, September 30, 2020 2019 Prepaid research and development expense $ 90,112 $ 223,510 Other prepaid expenses and other current assets 170,728 42,176 Total $ 260,840 $ 265,686 |
Equipment
Equipment | 6 Months Ended |
Mar. 31, 2020 | |
Equipment | |
Equipment | 7. Equipment The Company’s equipment consisted of the following: March 31, September 30, Estimated useful 2020 2019 life (in years) Laboratory equipment $ 608,666 $ 452,817 5 Office equipment 5,052 2,383 3 Total 613,718 455,200 Accumulated depreciation (77,704) (24,205) Property, plant and equipment, net $ 536,014 $ 430,995 Depreciation expense for the three months ended March 31,2020 and 2019 was approximately $0.03 million and $0, respectively. Depreciation expense for the six months ended March 31, 2020 and 2019 was approximately $0.05 million and $0, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Mar. 31, 2020 | |
Intangible Assets | |
Intangible Assets | 8. Intangible Assets The Company’s intangible assets consisted of the following: March 31, September 30, Estimated useful 2020 2019 life (in months) Clinical trial data $ 250,000 $ 250,000 6 Accumulated amortization (250,000) (104,167) Intangible assets, net $ — $ 145,833 Amortization expense for the three months ended March 31,2020 and 2019 was approximately $0.02 million and $0, respectively. Amortization expense for the six months ended March 31,2020 and 2019 was approximately $0.15 million and $0, respectively. |
Investment
Investment | 6 Months Ended |
Mar. 31, 2020 | |
Investment | |
Investment | 9. Investment The Company owns common and preferred shares of DepYmed, Inc. (“DepYmed”), which in aggregate represents approximately 16.75% ownership of DepYmed. In addition, the Company is entitled to hold two of the six seats on DepYmed’s board of directors. The Company accounts for its investment in DepYmed common shares using the equity method of accounting and records its proportionate share of DepYmed’s net income and losses in the accompanying condensed consolidated statements of operations. Equity in losses for the three and six months ended March 31, 2020 was approximately $0.1 million in both periods. The Company accounts for its investment in preferred shares of DepYmed at cost, less any impairment, as the Company determined the preferred stock did not have a readily determinable fair value. As of March 31, 2020 and September 30, 2019, the carrying amount of the Company’s aggregate investment in DepYmed was $0.5 million and $0.6 million, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Mar. 31, 2020 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | 10. Accrued Expenses and Other Current Liabilities The Company’s accrued expenses and other current liabilities consisted of the following: March 31, September 30, 2020 2019 Accrued compensation and benefits $ 16,848 $ 34,625 Accrued interest 3,707 10,830 Accrued professional fees 480,923 156,919 Accrued research and development 119,296 88,553 Deferred other income 237,751 - Other accrued expenses 84,086 114,672 Total $ 942,611 $ 405,599 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 11. Commitments and Contingencies Operating Leases The Company leases its office and operating space under operating leases with original terms of less than 12 months and which expire at various dates through September 2020; therefore, the Company’s operating leases are not recognized as right-of-use assets on the condensed consolidated balance sheet as of March 31, 2020. Rent expense under the Company’s operating leases totaled approximately $0.02 million and $0 for the three months ended March 31, 2020 and 2019, respectively. Rent expense under the Company's operating leases totaled approximately $0.04 million and $0 for the six months ended March 31, 2020 and 2019, respectively. On February 26, 2020, the Company exercised its option to extend the term of its operating lease in Pittsburgh until September 30, 2020. All terms and conditions remain the same from the current lease. Future minimum rental payments under operating leases with non-cancelable terms as of March 31, 2020 due during the year ended 2020 are approximately $0.05 million. Litigation The Company has become involved in certain legal proceedings and claims which arise in the normal course of business. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the Company’s results of operations, cash flows and financial position. On February 14, 2018, plaintiff Jeevesh Khanna, commenced an action in the Southern District of New York, against Ohr and several current and former officers and directors of Ohr, alleging that they violated federal securities laws between June 24, 2014 and January 4, 2018. On August 7, 2018, the lead plaintiffs, now George Lehman and Insured Benefit Plans, Inc., filed an amended complaint, stating the class period to be April 8, 2014 through January 4, 2018. The plaintiffs did not quantify any alleged damages in their complaint but, in addition to attorneys’ fees and costs, they seek to maintain the action as a class action and to recover damages on behalf of themselves and other persons who purchased or otherwise acquired Ohr common stock during the putative class period and purportedly suffered financial harm as a result. The Company and the individuals dispute these claims and intend to defend the matter vigorously. On September 17, 2018, Ohr filed a motion to dismiss the complaint. On September 20, 2019, the Court entered an order granting the defendants’ motion to dismiss. On October 23, 2019, the plaintiffs filed a notice of appeal of that order dismissing the action and other related orders by the Court, and the plaintiffs filed their appellate brief with respect to such matters with the Court on February 5, 2020. Further briefing on the appeal is currently scheduled for the summer of 2020. This litigation could result in substantial costs and a diversion of management’s resources and attention, which could harm the Company’s business and the value of its common stock. On May 3, 2018, plaintiff Adele J. Barke, derivatively on behalf of Ohr, commenced an action against certain former directors of Ohr, including Michael Ferguson, Orin Hirschman, Thomas M. Riedhammer, June Almenoff and Jason S. Slakter in the Supreme Court, State of New York, alleging that the action was brought in the right and for the benefit of Ohr seeking to remedy their “breach of fiduciary duties, corporate waste and unjust enrichment that occurred between June 24, 2014 and the present.” It does not quantify any alleged damages. The Company and the individuals dispute these claims and intend to defend the matter vigorously. Such litigation has been stayed pursuant to a stipulation by the parties, which has been so ordered by the court, pending a decision in the Southern District case on the motion to dismiss, but that status could change. This litigation could result in substantial costs and a diversion of management’s resources and attention, which could harm the Company’s business and the value of its common stock. On March 20, 2019, a putative class action lawsuit was filed in the United States District Court for District of Delaware naming as defendants Ohr and its board of directors, Legacy NeuBase, and Merger Sub, captioned Wheby v. Ohr Pharmaceutical, Inc., et al ., Case No. 1:19-cv-00541-UNA (the “Wheby Action”). The plaintiffs in the Wheby Action allege that the preliminary joint proxy/prospectus statement filed by Ohr with the Securities and Exchange Commission (“SEC”) on March 8, 2019 contained false and misleading statements and omitted material information in violation of Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and SEC Rule 14a-9 promulgated thereunder, and further that the individual defendants are liable for those alleged misstatements and omissions under Section 20(a) of the Exchange Act. The complaint in the Wheby Action has not been served on, nor was service waived by, any of the named defendants in that action. The action seeks, among other things, to rescind the Ohr Acquisition or an award of damages, and an award of attorneys’ and experts’ fees and expenses. The defendants dispute the claims raised in the Wheby Action. Management believes that the likelihood of an adverse decision from the sole remaining action is unlikely; however, the litigation could result in substantial costs and a diversion of management’s resources and attention, which could harm the Company’s business and the value of the Company’s common stock. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2020 | |
Subsequent Events | |
Subsequent Events | 12. Subsequent Events On April 30, 2020, the Company closed an underwritten public offering of 6,037,500 shares of its common stock (inclusive of 787,500 shares that were sold pursuant to the underwriters' full exercise of their option to purchase additional shares of the Company's common stock), at a price to the public of $6.00 per share. The Company received net proceeds from the offering of approximately $33.3 million, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes and to advance the development of its product candidates and expand its pipeline. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2020 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto as of and for the year ended September 30, 2019 included in the Company’s Annual Report on Form 10-K (the “Annual Report”) filed with the SEC on January 10, 2020. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with U.S. GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, the accompanying unaudited condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal, recurring adjustments, necessary to fairly state the Company’s financial position, results of operations and cash flows. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year. The preparation of these unaudited condensed consolidated financial statements requires the Company to make estimates and judgments that affect the amounts reported in the financial statements and the accompanying notes. The Company’s actual results may differ from these estimates under different assumptions or conditions. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s condensed consolidated financial statements relate to the valuation of share-based compensation, the valuation of licenses, the fair value of warrant liabilities and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. The Company assesses and updates estimates each period to reflect current information, such as the economic considerations related to the impact that the novel coronavirus disease (COVID-19) could have on our significant accounting estimates (see Part II, Item 1A – Risk Factors—“Our operations may be adversely affected by the coronavirus outbreak, and we face risks that could impact our business” for further discussion of the effect of the COVID-19 pandemic on our operations). Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. |
Restatement of Previously Issued Unaudited Financial Statements | Restatement of Previously Issued Unaudited Financial Statements As previously disclosed in the Annual Report, the Company determined the accounting treatment and valuations pertaining to the PATrOL™ technology license acquired during the first quarter of fiscal 2019 should be modified. The Annual Report disclosed that the change in accounting treatment and valuations resulted in an increase in total operating expenses of approximately $0.9 million on the Company’s consolidated statements of operations for the fiscal year ended September 30, 2019 and a decrease in intangible assets of approximately $1.5 million on the Company’s consolidated balance sheet as of and for the fiscal year ended September 30, 2019, as well as a decrease in total operating expenses of approximately $0.3 million on the Company’s consolidated statements of operations in connection with the adjustment of the valuation of certain share-based awards for the fiscal year ended September 30, 2019. License Agreement with Carnegie Mellon University On December 17, 2018, the Company entered into a License Agreement with Carnegie Mellon University (the “CMU License Agreement”). Under the CMU License Agreement, Carnegie Mellon University (“CMU”) granted the Company an exclusive, worldwide right to the PATrOL™ technology, with patents and patent applications describing composition of matter and uses of the platform. As partial consideration for the license right, Legacy NeuBase issued and delivered to CMU 820,000 shares of Legacy NeuBase’s common stock, which constituted 8.2% of the then fully-diluted capitalization of Legacy NeuBase. Further, as partial consideration for the license right, Legacy NeuBase issued a warrant to CMU, exercisable only upon the earlier of (i) the day that Legacy NeuBase received cumulative capital funding or revenues equal to $2 million or (ii) 30 days prior to any change of control event that provided for the issuance of shares, for a number of shares of Legacy NeuBase common stock sufficient such that when added to the 820,000 shares of Legacy NeuBase’s common stock, CMU would hold in the aggregate an amount equal to 8.2% of the then fully-diluted capitalization of Legacy NeuBase; provided, however, that for purposes of calculating 8.2%, only the first $2 million of capital funding was considered in the determination of Legacy NeuBase’s fully-diluted capitalization, (the “CMU Warrant”). The CMU Warrant had an aggregate exercise price of $10.00. Under the CMU License Agreement, CMU has preemptive rights with respect to certain future sales of securities by Legacy NeuBase for capital-raising purposes, “piggyback” registration rights and co-sale rights with respect to certain resales of shares of Legacy NeuBase by Legacy NeuBase’s stockholders. The Company’s unaudited interim condensed financial statements and related disclosures as of, and for the three and six months ended March 31,2019 previously accounted for the acquisition of the PATrOL™ technology license as the acquisition of a license and the license was capitalized as an intangible asset. The fair value of the common stock and warrant consideration transferred for the license was initially estimated using the per share price observed in Legacy NeuBase’s private placement commitments entered into with prospective investors, which was approximately $1.61 per share of Legacy NeuBase common stock. The aggregate value of the capitalized license was approximately $1.5 million. In November 2019, the Company determined that the PATrOL™ technology license did not meet the criteria to be capitalized as it had not achieved regulatory approval, and as the PATrOL™ technology license was the only identified asset in the transaction, the consideration paid for the license should be expensed as in-process research and development. Additionally, the Company engaged a third-party valuation firm to value the Company’s common stock and warrants issued in exchange for the license and the Company identified all components of consideration transferred, including cash consideration of approximately $0.05 million and acquisition costs of approximately $0.04 million. The fair value of Legacy NeuBase common stock and warrants issued in exchange for the license was determined to be approximately $0.8 million and $0.1 million, respectively, based upon a fair value of the Company’s common stock of $1.03 per share. The consideration paid for the license right is as follows: Cash consideration $ 54,000 Acquisition costs 43,463 Fair value of common stock 844,600 Fair value of warrant liability issued 104,902 Total consideration $ 1,046,965 The correction of the accounting treatment and valuations associated with the PATrOL™ technology license resulted in a decrease in intangible assets of approximately $1.5 million at March 31, 2019 and an increase in research and development expense- license acquired of approximately $0 and $1.0 million, for the three and six months ended March 31, 2019, respectively. Share-Based Compensation In connection with the valuation adjustments to the PATrOL™ technology license consideration, the Company also determined that valuations pertaining to certain share-based awards, due to their proximity to the valuation of the consideration issued in connection with the PATrOL license, should be adjusted as the share-based awards were initially valued using the per share price observed in Legacy NeuBase’s private placement commitments entered into with prospective investors, which was approximately $1.61 per share of Legacy NeuBase common stock. The fair value of stock option awards granted in the six months ended March 31, 2019 were recalculated using the Black Scholes option pricing model using a per share-price of $1.03 of Legacy NeuBase common stock. The key assumptions used to estimate the fair value of the stock options granted during the six months ended March 31, 2019 included: Six Months Ended March 31, 2019 Expected term of options (years) 5.5-6.0 Expected common stock price volatility Risk-free interest rate Expected dividend yield — Additionally, the fair value of restricted stock granted in the three and six months ended March 31, 2019 was recalculated using a per share-price of $1.27 per share of Legacy NeuBase common stock. The correction of the valuations and timing of recognizing the awards granted resulted in a restatement of share-based compensation expense and a net decrease of approximately $0.1 million and $0.3 million for the three and six months ended March 31, 2019. Legacy NeuBase Common Stock Valuations To determine the fair value of Legacy NeuBase’s common stock, the Company considered, among other things, contemporaneous valuations of the Company’s common stock, the Company’s business, financial condition and results of operations, including related industry trends affecting its operations; the likelihood of achieving a liquidity event, such as an initial public offering, or IPO, or sale, given prevailing market conditions; the lack of marketability of the Company’s common stock; the market performance of comparable publicly traded companies; and U.S. and global economic and capital market conditions. Restated Amounts The following tables set forth the effects of the foregoing restatement adjustments on affected line items within the Company’s previously issued unaudited statement of operations for the three and six months ended March 31, 2019, unaudited balance sheet as of March 31, 2019 and unaudited statement of cash flows for the six months ended March 31, 2019. These tables also include adjustments for certain other immaterial items including the correction of the amortization of the convertible note discount. Statement of Operations For the Three Months Ended March 31, 2019 For the Six Months Ended March 31, 2019 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated General and administrative expenses $ 2,019,087 $ (104,719) $ 1,914,368 $ 2,639,779 $ (303,401) $ 2,336,378 Research and development expenses 37,881 (4,755) 33,126 92,340 (54,338) 38,002 Research and development expenses- license — — — — 1,046,965 1,046,965 Depreciation and amortization 18,350 (18,350) — 18,350 (18,350) — Total operating expenses 2,075,318 (127,824) 1,947,494 2,750,469 670,876 3,421,345 Loss from operations (2,075,318) 127,824 (1,947,494) (2,750,469) (670,876) (3,421,345) Interest expense (10,298) (33,316) (43,614) (14,819) (43,432) (58,251) Change in fair value of warrant liabilities — (38,702) (38,702) — (38,702) (38,702) Total other expenses $ (10,298) $ (72,018) $ (82,316) $ (14,819) $ (82,134) $ (96,953) Net loss (2,085,616.00) 55,806 $ (2,029,810.00) (2,765,288.00) (753,010.00) $ (3,518,298.00) Basic and diluted loss per common share (1) (0.32) (0.33) (0.47) (0.59) Weighted average shares outstanding (1): Basic and diluted 6,459,887 6,074,600 5,881,593 5,967,807 (1) As previously reported, basic and diluted loss per common share has been adjusted to reflect the Ohr Acquisition. Balance Sheet March 31, 2019 As Previously Reported Adjustments As Restated Assets Intangible assets, net $ 1,471,024 $ (1,471,024) $ — Total Assets 1,967,699 (1,471,024) 496,675 Liabilities Accounts payable 626,289 1,208 627,497 Warrant liabilities 164,429 (20,825) 143,604 Convertible notes payable 850,000 42,224 892,224 Total Liabilities 1,640,718 22,607 1,663,325 Stockholders' equity (deficit) Additional paid-in capital (1) 3,133,553 (740,621) 2,392,932 Accumulated deficit (2,807,240) (753,010) (3,560,250) Total stockholders' equity (deficit) 326,981 (1,493,631) (1,166,650) Total liabilities and stockholders' equity (deficit) $ 1,967,699 $ (1,471,024) $ 496,675 (1) As previously reported, additional paid-in capital has been adjusted to reflect the Ohr Acquisition. Statement of Cash Flows For the six months ended March 31, 2019 As Previously Reported Adjustments As Restated Cash flows from operating activities: Net loss $ (2,765,288) $ (753,010) $ (3,518,298) Adjustments to reconcile net loss to net cash used in operating activities Stock-based compensation 1,807,735 (260,261) 1,547,474 Amortization of intangible assets 18,350 (18,350) — Research and development expense - license acquired — 1,046,965 1,046,965 Change in fair value of warrant liabilities — 38,702 38,702 Non-cash amortization on convertible notes — 42,224 42,224 Non-cash interest expense on convertible notes — 16,027 16,027 Changes in operating assets and liabilities Prepaid expenses and other current assets — (2,531) (2,531) Accounts payable and accrued expenses 584,792 (14,819) 569,973 Net cash used in operating activities (354,411) 94,947 (259,464) Cash flows from investing activities Purchase of equipment (31,650) — (31,650) Security deposit (2,532) 2,532 — Payment of transaction costs for licenses acquired — (43,463) (43,463) Cash paid for license acquired — (54,000) (54,000) Net cash used in investing activities (34,182) (94,931) (129,113) Cash flows from financing activities Proceeds from convertible notes payable 600,000 — 600,000 Proceeds from common stock issued for cash 1,500 (26) 1,474 Repurchase of common stock (14) — (14) Proceeds from prefunded warrant — 10 10 Net used in financing activities 601,486 (16) 601,470 Net decrease in cash and cash equivalents 212,893 — 212,893 Cash and cash equivalents, beginning of period 249,600 — 249,600 Cash and cash equivalents, end of period $ 462,493 $ — $ 462,493 Non-cash investing and financing activities: Issuance of common stock for research and development expense- licenses acquired 1,324,945 (480,345) 844,600 Fair value of warrant liability issued for research and development expense- licenses acquired 164,429 (59,527) 104,902 |
Fair Value Measurements | Fair Value Measurements Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2 – Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The following tables present the Company’s fair value hierarchy for its warrant liabilities measured at fair value on a recurring basis at March 31, 2020 and September 30, 2019: Fair Value Measurements as of March 31, 2020 (Level 1) (Level 2) (Level 3) Total Liabilities Warrant liabilities $ — — $ 1,120,533 $ 1,120,533 Fair Value Measurements as of September 30, 2019 (Level 1) (Level 2) (Level 3) Total Liabilities Warrant liabilities $ — — $ 496,343 $ 496,343 The fair value of the warrant liabilities were determined using the Black-Scholes option pricing model. The following assumptions were used in determining the fair value of the warrant liabilities : As of March 31, 2020 Common stock price volatility 89.6% - 92.5% Risk-free interest rate 0.23% Remaining contractual term (years) 1.7- 2.0 Expected dividend yield - The change in fair value of the warrant liabilities for the three and six months ended March 31,2020 and 2019 is as follows: Fair value as of September 30, 2019 $ 496,343 Change in fair value 694,134 Fair value as of December 31, 2019 1,190,477 Change in fair value (69,944) Fair value as of March 31, 2020 $ 1,120,533 Fair value as of September 30, 2018 $ — Warrants issued in connection with license acquired 104,902 Fair value as of December 31, 2018 104,902 Change in fair value 38,702 Fair value as of March 31, 2019 $ 143,604 As of March 31, 2020 and September 30, 2019, the recorded values of cash and cash equivalents, accounts payable and the insurance note payable approximate fair value due to the short-term nature of these instruments. |
Stock-Based Compensation | Stock-based Compensation The Company expenses stock-based compensation to employees, non-employees and board members over the requisite service period based on the estimated grant-date fair value of the awards and actual forfeitures. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All stock-based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements of operations based upon the underlying individual’s role at the Company. |
Operating Leases | Operating Leases Effective October 1, 2019, the Company determines if an arrangement is a lease at inception. Operating leases are included in operating right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheets. Prior to October 1, 2019, the Company recorded rent expense associated with its operating lease on a straight-line basis over the term of the lease. Lease ROU assets and operating lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the Company’s condensed consolidated balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company accounts for lease and non-lease components as a single lease component for all its leases. As of March 31, 2020, the Company’s leases had original terms of less than 12 months. The Company does not recognize ROU assets and lease liabilities that arise from leases with an original term of 12 months or less. Rather, the Company recognizes the lease expense on a straight-line basis over the term of the lease. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted net loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, warrants and stock options that would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. The following potentially dilutive securities outstanding as of March 31, 2020 and 2019 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive: As of March 31, 2020 2019 Common stock purchase options 6,506,966 Unvested restricted stock 3,125 Common stock purchase warrants 715,939 Convertible notes — Total 7,226,030 5,510,863 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-2, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company adopted this new lease standard on October 1, 2019 using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The adoption of the new lease standard did not have an impact on the Company’s condensed consolidated financial statements as the Company did not have any leases with original terms longer than 12 months. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12 , "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company plans to evaluate the impact of this standard on its consolidated financial statements and related disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Significant Accounting Policies | |
Schedule of consideration paid for the license right | The consideration paid for the license right is as follows: Cash consideration $ 54,000 Acquisition costs 43,463 Fair value of common stock 844,600 Fair value of warrant liability issued 104,902 Total consideration $ 1,046,965 |
Schedule of key assumptions used to estimate the fair value of stock options granted | Six Months Ended March 31, 2019 Expected term of options (years) 5.5-6.0 Expected common stock price volatility Risk-free interest rate Expected dividend yield — |
Summary of effects of the restatement adjustments on affected line items | Statement of Operations For the Three Months Ended March 31, 2019 For the Six Months Ended March 31, 2019 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated General and administrative expenses $ 2,019,087 $ (104,719) $ 1,914,368 $ 2,639,779 $ (303,401) $ 2,336,378 Research and development expenses 37,881 (4,755) 33,126 92,340 (54,338) 38,002 Research and development expenses- license — — — — 1,046,965 1,046,965 Depreciation and amortization 18,350 (18,350) — 18,350 (18,350) — Total operating expenses 2,075,318 (127,824) 1,947,494 2,750,469 670,876 3,421,345 Loss from operations (2,075,318) 127,824 (1,947,494) (2,750,469) (670,876) (3,421,345) Interest expense (10,298) (33,316) (43,614) (14,819) (43,432) (58,251) Change in fair value of warrant liabilities — (38,702) (38,702) — (38,702) (38,702) Total other expenses $ (10,298) $ (72,018) $ (82,316) $ (14,819) $ (82,134) $ (96,953) Net loss (2,085,616.00) 55,806 $ (2,029,810.00) (2,765,288.00) (753,010.00) $ (3,518,298.00) Basic and diluted loss per common share (1) (0.32) (0.33) (0.47) (0.59) Weighted average shares outstanding (1): Basic and diluted 6,459,887 6,074,600 5,881,593 5,967,807 (1) As previously reported, basic and diluted loss per common share has been adjusted to reflect the Ohr Acquisition. Balance Sheet March 31, 2019 As Previously Reported Adjustments As Restated Assets Intangible assets, net $ 1,471,024 $ (1,471,024) $ — Total Assets 1,967,699 (1,471,024) 496,675 Liabilities Accounts payable 626,289 1,208 627,497 Warrant liabilities 164,429 (20,825) 143,604 Convertible notes payable 850,000 42,224 892,224 Total Liabilities 1,640,718 22,607 1,663,325 Stockholders' equity (deficit) Additional paid-in capital (1) 3,133,553 (740,621) 2,392,932 Accumulated deficit (2,807,240) (753,010) (3,560,250) Total stockholders' equity (deficit) 326,981 (1,493,631) (1,166,650) Total liabilities and stockholders' equity (deficit) $ 1,967,699 $ (1,471,024) $ 496,675 (1) As previously reported, additional paid-in capital has been adjusted to reflect the Ohr Acquisition. Statement of Cash Flows For the six months ended March 31, 2019 As Previously Reported Adjustments As Restated Cash flows from operating activities: Net loss $ (2,765,288) $ (753,010) $ (3,518,298) Adjustments to reconcile net loss to net cash used in operating activities Stock-based compensation 1,807,735 (260,261) 1,547,474 Amortization of intangible assets 18,350 (18,350) — Research and development expense - license acquired — 1,046,965 1,046,965 Change in fair value of warrant liabilities — 38,702 38,702 Non-cash amortization on convertible notes — 42,224 42,224 Non-cash interest expense on convertible notes — 16,027 16,027 Changes in operating assets and liabilities Prepaid expenses and other current assets — (2,531) (2,531) Accounts payable and accrued expenses 584,792 (14,819) 569,973 Net cash used in operating activities (354,411) 94,947 (259,464) Cash flows from investing activities Purchase of equipment (31,650) — (31,650) Security deposit (2,532) 2,532 — Payment of transaction costs for licenses acquired — (43,463) (43,463) Cash paid for license acquired — (54,000) (54,000) Net cash used in investing activities (34,182) (94,931) (129,113) Cash flows from financing activities Proceeds from convertible notes payable 600,000 — 600,000 Proceeds from common stock issued for cash 1,500 (26) 1,474 Repurchase of common stock (14) — (14) Proceeds from prefunded warrant — 10 10 Net used in financing activities 601,486 (16) 601,470 Net decrease in cash and cash equivalents 212,893 — 212,893 Cash and cash equivalents, beginning of period 249,600 — 249,600 Cash and cash equivalents, end of period $ 462,493 $ — $ 462,493 Non-cash investing and financing activities: Issuance of common stock for research and development expense- licenses acquired 1,324,945 (480,345) 844,600 Fair value of warrant liability issued for research and development expense- licenses acquired 164,429 (59,527) 104,902 |
Schedule of fair value hierarchy for its warrant liabilities measured at fair value | Fair Value Measurements as of March 31, 2020 (Level 1) (Level 2) (Level 3) Total Liabilities Warrant liabilities $ — — $ 1,120,533 $ 1,120,533 Fair Value Measurements as of September 30, 2019 (Level 1) (Level 2) (Level 3) Total Liabilities Warrant liabilities $ — — $ 496,343 $ 496,343 |
Schedule of assumptions were used in determining the fair value of the warrant liabilities | As of March 31, 2020 Common stock price volatility 89.6% - 92.5% Risk-free interest rate 0.23% Remaining contractual term (years) 1.7- 2.0 Expected dividend yield - |
Schedule of change in fair value of the warrant liabilities | Fair value as of September 30, 2019 $ 496,343 Change in fair value 694,134 Fair value as of December 31, 2019 1,190,477 Change in fair value (69,944) Fair value as of March 31, 2020 $ 1,120,533 Fair value as of September 30, 2018 $ — Warrants issued in connection with license acquired 104,902 Fair value as of December 31, 2018 104,902 Change in fair value 38,702 Fair value as of March 31, 2019 $ 143,604 |
Schedule of anti dilutive securities excluded from the computation of diluted weighted average shares | As of March 31, 2020 2019 Common stock purchase options 6,506,966 Unvested restricted stock 3,125 Common stock purchase warrants 715,939 Convertible notes — Total 7,226,030 5,510,863 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity | |
Schedule of warrants issued and outstanding | Weighted Weighted Average Average Remaining Exercise Contractual Life Warrants Price (in years) Outstanding as of September 30, 2019 728,439 $ 20.99 Expired (12,500) 20.00 Outstanding as of March 31, 2020 715,939 $ 21.01 2.02 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Stock-Based Compensation | |
Summary of stock options issued and outstanding | Below is a table summarizing the options issued and outstanding as of and for the six months ended March 31, 2020: Weighted Weighted Average Total Average Remaining Aggregate Exercise Contractual Life Intrinsic Stock Options Price (in years) Value Outstanding as of September 30, 2019 6,375,966 $ 2.70 Granted 136,000 6.20 Forfeited (5,000) 7.56 Outstanding at March 31, 2020 6,506,966 $ 2.77 8.9 $ 28,977,799 Exercisable as of March 31, 2020 4,231,799 $ 1.34 8.7 $ 25,120,498 |
Schedule of key assumptions used to estimate the fair value of the stock options granted | Key assumptions used to estimate the fair value of the stock options granted during the six months ended March 31, 2020 included: Six Months ended March 31, 2020 Expected term of options (years) 7.0 Expected common stock price volatility 78% - 83.5% Risk-free interest rate 0.9% - 1.8% Expected dividend yield - |
Summary of changes in the outstanding restricted stock | A summary of the changes in the unvested restricted stock during the six months ended March 31, 2020 is as follows: Weighted Average Unvested Restricted Grant Date Stock Fair Value Unvested as of September 30, 2019 6,875 $ 6.24 Granted 2,752 6.36 Vested (6,502) 6.29 Unvested as of March 31, 2020 3,125 $ 6.24 Total unrecognized expense remaining $ 5,830 Weighted-average years expected to be recognized over 0.2 |
Schedule of stock-based compensation expense | The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations for the three and six months ended March 31,2020 and 2019: Three Months Ended March 31, Six Months Ended March 31, 2020 2019 2020 2019 Restated (Note 2) Restated (Note 2) General and administrative $ 954,241 $ 1,245,414 $ 2,067,352 $ 1,534,300 Research and development 385,169 8,757 776,284 13,174 Total $ 1,339,410 $ 1,254,171 $ 2,843,636 $ 1,547,474 |
Other Prepaid Expenses and Ot_2
Other Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Other Prepaid Expenses and Other Current Assets | |
Summary of other prepaid expenses and other current assets | March 31, September 30, 2020 2019 Prepaid research and development expense $ 90,112 $ 223,510 Other prepaid expenses and other current assets 170,728 42,176 Total $ 260,840 $ 265,686 |
Equipment (Tables)
Equipment (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Equipment | |
Schedule of Equipment | March 31, September 30, Estimated useful 2020 2019 life (in years) Laboratory equipment $ 608,666 $ 452,817 5 Office equipment 5,052 2,383 3 Total 613,718 455,200 Accumulated depreciation (77,704) (24,205) Property, plant and equipment, net $ 536,014 $ 430,995 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Intangible Assets | |
Schedule of intangible assets | The Company’s intangible assets consisted of the following: March 31, September 30, Estimated useful 2020 2019 life (in months) Clinical trial data $ 250,000 $ 250,000 6 Accumulated amortization (250,000) (104,167) Intangible assets, net $ — $ 145,833 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | March 31, September 30, 2020 2019 Accrued compensation and benefits $ 16,848 $ 34,625 Accrued interest 3,707 10,830 Accrued professional fees 480,923 156,919 Accrued research and development 119,296 88,553 Deferred other income 237,751 - Other accrued expenses 84,086 114,672 Total $ 942,611 $ 405,599 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Nov. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Fair value price per share | $ 1.27 | $ 1.27 | ||
Restatement Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Increase in total operating expenses | $ 0.9 | |||
Decrease in intangible assets | (1.5) | |||
Decrease in total operating expenses | $ 0.3 | |||
Price per share | $ 1.61 | $ 1.61 | ||
Aggregate value of license capitalized | $ 1.5 | $ 1.5 | ||
Fair value of entity's common stock issued | $ 0.8 | |||
Fair value of entity's warrants issued | $ 0.1 | |||
Fair value price per share | $ 1.03 | $ 1.03 |
Significant Accounting Polici_5
Significant Accounting Policies - Restatement adjustments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | |
Statement of Operations | ||||||||
General and administrative expenses | $ 2,739,021 | $ 1,914,368 | $ 5,293,701 | $ 2,336,378 | ||||
Research and development | 1,616,009 | 33,126 | 2,843,695 | 38,002 | ||||
Research and development expense- license acquired | 0 | 0 | 1,046,965 | |||||
Depreciation and amortization | 199,500 | 0 | ||||||
Total operating expenses | 4,355,030 | 1,947,494 | 8,137,396 | 3,421,345 | ||||
Loss from operations | (4,355,030) | (1,947,494) | (8,137,396) | (3,421,345) | ||||
Interest expense | (342) | (43,614) | (1,653) | (58,251) | ||||
Change in fair value of warrant liabilities | (69,944) | 38,702 | 624,190 | 38,702 | ||||
Total other expenses | (82,316) | (96,953) | ||||||
Net loss | $ (4,378,270) | $ (2,029,810) | $ (8,883,820) | $ (3,518,298) | ||||
Basic and diluted loss per common share | $ (0.26) | $ (0.33) | $ (0.52) | $ (0.59) | ||||
Weighted average shares outstanding | 17,075,875 | 6,074,600 | 17,073,765 | 5,967,807 | ||||
Assets | ||||||||
Intangible assets, net | $ 0 | $ 0 | $ 145,833 | |||||
Total assets | 7,716,407 | $ 496,675 | 7,716,407 | $ 496,675 | 12,531,397 | |||
Liabilities | ||||||||
Accounts Payable | 627,497 | 627,497 | ||||||
Warrant liabilities | 143,604 | 143,604 | ||||||
Convertible notes payable | 892,224 | 892,224 | ||||||
Total liabilities | 3,727,207 | 1,663,325 | 3,727,207 | 1,663,325 | 2,502,013 | |||
Stockholders' equity (deficit) | ||||||||
Additional paid-in capital | 39,871,511 | 2,392,932 | 39,871,511 | 2,392,932 | 37,027,875 | |||
Accumulated deficit | (35,884,019) | (3,560,250) | (35,884,019) | (3,560,250) | (27,000,199) | |||
Total stockholders' equity (deficit) | 3,989,200 | (1,166,650) | 3,989,200 | (1,166,650) | $ 7,028,060 | 10,029,384 | $ (392,495) | $ (41,896) |
Total liabilities and stockholders' equity (deficit) | 7,716,407 | 496,675 | 7,716,407 | 496,675 | $ 12,531,397 | |||
Condensed Consolidated Statements of Cash Flows | ||||||||
Net loss | (4,378,270) | (2,029,810) | (8,883,820) | (3,518,298) | ||||
Adjustments to reconcile net loss to net cash used by operating activities | ||||||||
Stock-based compensation | 2,843,636 | 1,547,474 | ||||||
Amortization of intangible assets | 20,000 | 0 | 150,000 | 0 | ||||
Research and development expense - license acquired | 0 | 1,046,965 | ||||||
Change in fair value of warrant liabilities | $ (69,944) | 38,702 | 624,190 | 38,702 | ||||
Non-cash amortization on convertible notes | 0 | 42,224 | ||||||
Non-cash interest expense on convertible notes | 0 | 16,027 | ||||||
Changes in operating assets and liabilities | ||||||||
Other prepaid expenses and current assets | 214,698 | (2,531) | ||||||
Accounts payable and accrued expenses | 569,973 | |||||||
Net cash used in operating activities | (4,257,183) | (259,464) | ||||||
Cash flows from investing activities | ||||||||
Purchase of laboratory and office equipment | (161,916) | (31,650) | ||||||
Payment of transaction costs for license acquired | 0 | (43,463) | ||||||
Cash paid for license acquired | 0 | (54,000) | ||||||
Net cash used in investing activities | (161,916) | (129,113) | ||||||
Cash flows from financing activities | ||||||||
Proceeds From Issuance Of Convertible Notes | 0 | 600,000 | ||||||
Proceeds from common stock issued for cash | 1,474 | |||||||
Repurchase of common stock | 0 | (14) | ||||||
Proceeds from prefunded warrant | 0 | 10 | ||||||
Net (used in) provided by financing activities | (122,919) | 601,470 | ||||||
Net decrease in cash and cash equivalents | (4,542,018) | 212,893 | ||||||
Cash and cash equivalents, beginning of period | 249,600 | |||||||
Cash and cash equivalents, end of period | 462,493 | 462,493 | ||||||
Non-cash investing and financing activities: | ||||||||
Issuance of common stock for research and development expense-licenses acquired | 0 | 844,600 | ||||||
Fair value of warrant liability issued for research and development expense- licenses acquired | $ 0 | 104,902 | ||||||
As Previously Reported | ||||||||
Statement of Operations | ||||||||
General and administrative expenses | 2,019,087 | 2,639,779 | ||||||
Research and development | 37,881 | 92,340 | ||||||
Depreciation and amortization | 18,350 | 18,350 | ||||||
Total operating expenses | 2,075,318 | 2,750,469 | ||||||
Loss from operations | (2,075,318) | (2,750,469) | ||||||
Interest expense | (10,298) | (14,819) | ||||||
Total other expenses | (10,298) | (14,819) | ||||||
Net loss | $ (2,085,616) | $ (2,765,288) | ||||||
Basic and diluted loss per common share | $ (0.32) | $ (0.47) | ||||||
Weighted average shares outstanding | 6,459,887 | 5,881,593 | ||||||
Assets | ||||||||
Intangible assets, net | $ 1,471,024 | $ 1,471,024 | ||||||
Total assets | 1,967,699 | 1,967,699 | ||||||
Liabilities | ||||||||
Accounts Payable | 626,289 | 626,289 | ||||||
Warrant liabilities | 164,429 | 164,429 | ||||||
Convertible notes payable | 850,000 | 850,000 | ||||||
Total liabilities | 1,640,718 | 1,640,718 | ||||||
Stockholders' equity (deficit) | ||||||||
Additional paid-in capital | 3,133,553 | 3,133,553 | ||||||
Accumulated deficit | (2,807,240) | (2,807,240) | ||||||
Total stockholders' equity (deficit) | 326,981 | 326,981 | ||||||
Total liabilities and stockholders' equity (deficit) | 1,967,699 | 1,967,699 | ||||||
Condensed Consolidated Statements of Cash Flows | ||||||||
Net loss | (2,085,616) | (2,765,288) | ||||||
Adjustments to reconcile net loss to net cash used by operating activities | ||||||||
Stock-based compensation | 1,807,735 | |||||||
Amortization of intangible assets | 18,350 | |||||||
Changes in operating assets and liabilities | ||||||||
Accounts payable and accrued expenses | 584,792 | |||||||
Net cash used in operating activities | (354,411) | |||||||
Cash flows from investing activities | ||||||||
Purchase of laboratory and office equipment | (31,650) | |||||||
Security deposit | (2,532) | |||||||
Net cash used in investing activities | (34,182) | |||||||
Cash flows from financing activities | ||||||||
Proceeds From Issuance Of Convertible Notes | 600,000 | |||||||
Proceeds from common stock issued for cash | 1,500 | |||||||
Repurchase of common stock | (14) | |||||||
Net (used in) provided by financing activities | 601,486 | |||||||
Net decrease in cash and cash equivalents | 212,893 | |||||||
Cash and cash equivalents, beginning of period | 249,600 | |||||||
Cash and cash equivalents, end of period | 462,493 | 462,493 | ||||||
Non-cash investing and financing activities: | ||||||||
Issuance of common stock for research and development expense-licenses acquired | 1,324,945 | |||||||
Fair value of warrant liability issued for research and development expense- licenses acquired | 164,429 | |||||||
Restatement Adjustment | ||||||||
Statement of Operations | ||||||||
General and administrative expenses | (104,719) | (303,401) | ||||||
Research and development | (4,755) | (54,338) | ||||||
Research and development expense- license acquired | 1,046,965 | |||||||
Depreciation and amortization | (18,350) | (18,350) | ||||||
Total operating expenses | (127,824) | 670,876 | ||||||
Loss from operations | 127,824 | (670,876) | ||||||
Interest expense | (33,316) | (43,432) | ||||||
Change in fair value of warrant liabilities | 38,702 | 38,702 | ||||||
Total other expenses | (72,018) | (82,134) | ||||||
Net loss | 55,806 | (753,010) | ||||||
Assets | ||||||||
Intangible assets, net | (1,471,024) | (1,471,024) | ||||||
Total assets | (1,471,024) | (1,471,024) | ||||||
Liabilities | ||||||||
Accounts Payable | 1,208 | 1,208 | ||||||
Warrant liabilities | (20,825) | (20,825) | ||||||
Convertible notes payable | 42,224 | 42,224 | ||||||
Total liabilities | 22,607 | 22,607 | ||||||
Stockholders' equity (deficit) | ||||||||
Additional paid-in capital | (740,621) | (740,621) | ||||||
Accumulated deficit | (753,010) | (753,010) | ||||||
Total stockholders' equity (deficit) | (1,493,631) | (1,493,631) | ||||||
Total liabilities and stockholders' equity (deficit) | (1,471,024) | (1,471,024) | ||||||
Condensed Consolidated Statements of Cash Flows | ||||||||
Net loss | 55,806 | (753,010) | ||||||
Adjustments to reconcile net loss to net cash used by operating activities | ||||||||
Stock-based compensation | (260,261) | |||||||
Amortization of intangible assets | (18,350) | |||||||
Research and development expense - license acquired | 1,046,965 | |||||||
Change in fair value of warrant liabilities | $ 38,702 | 38,702 | ||||||
Non-cash amortization on convertible notes | 42,224 | |||||||
Non-cash interest expense on convertible notes | 16,027 | |||||||
Changes in operating assets and liabilities | ||||||||
Other prepaid expenses and current assets | (2,531) | |||||||
Accounts payable and accrued expenses | (14,819) | |||||||
Net cash used in operating activities | 94,947 | |||||||
Cash flows from investing activities | ||||||||
Security deposit | 2,532 | |||||||
Payment of transaction costs for license acquired | (43,463) | |||||||
Cash paid for license acquired | (54,000) | |||||||
Net cash used in investing activities | (94,931) | |||||||
Cash flows from financing activities | ||||||||
Proceeds from common stock issued for cash | (26) | |||||||
Proceeds from prefunded warrant | 10 | |||||||
Net (used in) provided by financing activities | (16) | |||||||
Non-cash investing and financing activities: | ||||||||
Issuance of common stock for research and development expense-licenses acquired | (480,345) | |||||||
Fair value of warrant liability issued for research and development expense- licenses acquired | $ (59,527) |
Significant Accounting Polici_6
Significant Accounting Policies - License Agreement with Carnegie Mellon University (Details) - USD ($) | Dec. 17, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Fair value of warrant liability issued | $ (69,944) | $ 38,702 | $ 624,190 | $ 38,702 | |
Total consideration | 1,616,009 | 33,126 | 2,843,695 | 38,002 | |
Research and development | $ 1,616,009 | 33,126 | 2,843,695 | 38,002 | |
License Agreement with Carnegie Mellon University | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cash consideration | 54,000 | ||||
Acquisition costs | 43,463 | ||||
Fair value of common stock | 844,600 | ||||
Fair value of warrant liability issued | 104,902 | ||||
Total consideration | 0 | $ 1,046,965 | 1,000,000 | ||
Decrease in intangible assets | 1,500,000 | ||||
Stock Issued During Period, Right to Receive, Shares | 820,000 | ||||
Stock Issued During Period, Shares, Purchase of Assets | 820,000 | ||||
Research and development | $ 0 | $ 1,046,965 | $ 1,000,000 | ||
Fully-diluted common stock held (in percent) | 8.20% | ||||
Funding amount | $ 2,000,000 | ||||
Exercise Price | $ 10 |
Significant Accounting Polici_7
Significant Accounting Policies - Key Assumptions Estimate Fair Value Of Stock Options (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Key assumptions used to estimate the fair value of the stock options granted | |||
Expected term of options (years) | 7 years | ||
Expected common stock price volatility | 76.00% | ||
Risk-free interest rate | 2.50% | ||
Minimum | |||
Key assumptions used to estimate the fair value of the stock options granted | |||
Expected term of options (years) | 5 years 6 months | ||
Maximum | |||
Key assumptions used to estimate the fair value of the stock options granted | |||
Expected term of options (years) | 6 years | ||
Restatement Adjustment | |||
Key assumptions used to estimate the fair value of the stock options granted | |||
Net decrease in share-based compensation expense | $ 0.1 | $ 0.3 |
Significant Accounting Polici_8
Significant Accounting Policies - Fair Value Measurements (Details) | 3 Months Ended | ||||
Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2019USD ($) | |
Liabilities | |||||
Warrant liabilities | $ 1,120,533 | $ 496,343 | |||
change in fair value of the warrant liabilities | |||||
Fair value as of September 30 | 1,190,477 | $ 496,343 | $ 104,902 | ||
Warrants issued, assumed in connection with acquisition | $ 104,902 | ||||
Change in fair value | (69,944) | 694,134 | 38,702 | ||
Fair value at the end | 1,120,533 | $ 1,190,477 | $ 143,604 | $ 104,902 | |
Fair Value Measurements Level 3 [Member] | |||||
Liabilities | |||||
Warrant liabilities | $ 1,120,533 | $ 496,343 | |||
Common stock price volatility | Minimum | |||||
Liabilities | |||||
Warrants and Rights Outstanding, Measurement Input | 89.6 | ||||
Common stock price volatility | Maximum | |||||
Liabilities | |||||
Warrants and Rights Outstanding, Measurement Input | 92.5 | ||||
Risk-free interest rate | |||||
Liabilities | |||||
Warrants and Rights Outstanding, Measurement Input | 0.23 | ||||
Remaining contractual term (years) | Minimum | |||||
Liabilities | |||||
Warrants and Rights Outstanding, Term | 1 year 8 months 12 days | ||||
Remaining contractual term (years) | Maximum | |||||
Liabilities | |||||
Warrants and Rights Outstanding, Term | 2 years |
Significant Accounting Polici_9
Significant Accounting Policies - Potentially dilutive securities outstanding (Details) - shares | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2019 | |
Significant Accounting Policies | |||
Common stock purchase options | 6,506,966 | 3,337,406 | 6,375,966 |
Unvested restricted stock | 3,125 | 1,433,472 | 6,875 |
Common stock purchase warrants | 715,939 | 101,847 | 728,439 |
Convertible notes | 0 | 638,138 | |
Antidilutive securities excluded from computation of earnings per share | 7,226,030 | 5,510,863 |
Liquidity (Details)
Liquidity (Details) - USD ($) | Apr. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||||||
Cash | $ 5,771,948 | $ 462,493 | $ 5,771,948 | $ 462,493 | $ 10,313,966 | $ 249,600 | |
Loss from operations | $ (4,355,030) | $ (1,947,494) | (8,137,396) | (3,421,345) | |||
Cash in operating activities | $ (4,257,183) | (259,464) | |||||
Gross proceeds | $ 1,474 | ||||||
Subsequent Event | Over-Allotment Option | |||||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||||
Common stock issued for cash (in shares) | 6,037,500 | ||||||
Stock Issued During Period, Shares, New Issues, Additional Shares | 787,500 | ||||||
Shares Issued, Price Per Share | $ 6 | ||||||
Gross proceeds | $ 33,300,000 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants issued and outstanding (Details) | 6 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Warrants [Roll Forward] | |
Warrants, Outstanding at the beginning of the period | shares | 728,439 |
Expired | shares | (12,500) |
Warrants, Outstanding at the end of the period | shares | 715,939 |
Weighted average exercise price, Outstanding at the beginning of the period | $ / shares | $ 20.99 |
Expired (in dollars per share) | $ / shares | 20 |
Weighted average exercise price, Outstanding at the end of the period | $ / shares | $ 21.01 |
Weighted average remaining contractual term, Outstanding at the end of the period | 2 years 7 days |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock options (Details) | 6 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Stock Options | |
Outstanding, Beginning balance | shares | 6,375,966 |
Granted | shares | 136,000 |
Forfeited | shares | (5,000) |
Outstanding, Ending balance | shares | 6,506,966 |
Exercisable | shares | 4,231,799 |
Weighted Average Exercise Price per Share | |
Outstanding, Beginning balance | $ / shares | $ 2.70 |
Granted | $ / shares | 6.20 |
Forfeited | $ / shares | 7.56 |
Outstanding, Ending balance | $ / shares | 2.77 |
Exercisable | $ / shares | $ 1.34 |
Weighted Average remaining contractual term (years) and Aggregate Intrinsic Value | |
Outstanding | 8 years 10 months 24 days |
Exercisable | 8 years 8 months 12 days |
Outstanding | $ | $ 28,977,799 |
Exercisable | $ | $ 25,120,498 |
Stock-Based Compensation - Key
Stock-Based Compensation - Key Assumptions Estimate Fair Value Of Stock Options (Details) | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Key assumptions used to estimate the fair value of the stock options granted | |||
Expected term of options (years) | 7 years | ||
Expected common stock price volatility, minimum | 7.00% | 78.00% | |
Expected common stock price volatility, maximum | 83.50% | ||
Risk-free interest rate, minimum | 0.90% | ||
Risk-free interest rate, maximum | 1.80% | ||
Minimum | |||
Key assumptions used to estimate the fair value of the stock options granted | |||
Expected term of options (years) | 5 years 6 months | ||
Maximum | |||
Key assumptions used to estimate the fair value of the stock options granted | |||
Expected term of options (years) | 6 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2019 | |
Unvested Restricted Stock | ||
Outstanding as of September 30, 2019 | 6,875 | |
Granted | 2,752 | |
Vested | (6,502) | |
Unvested as of March 31,2020 | 3,125 | |
Total unrecognized expense remaining | $ 5,830 | |
Weighted-average years expected to be recognized over | 2 months 12 days | |
Weighted Grant Date Fair Value Price | ||
Outstanding as of September 30, 2019 | $ 6.24 | $ 6.24 |
Granted | 6.36 | |
Vested | 6.29 | |
Unvested as of March 31, 2020 | $ 6.24 | $ 6.24 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-based compensation expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Stock-Based Compensation expense | ||||
Total stock based compensation for options granted | $ 1,339,410 | $ 1,254,171 | $ 2,843,636 | $ 1,547,474 |
General and administrative expenses | ||||
Stock-Based Compensation expense | ||||
Total stock based compensation for options granted | 954,241 | 1,245,414 | 2,067,352 | 1,534,300 |
Research and development expenses | ||||
Stock-Based Compensation expense | ||||
Total stock based compensation for options granted | $ 385,169 | $ 8,757 | $ 776,284 | $ 13,174 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional information (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Stock-Based Compensation | |
Unrecognized compensation costs | $ | $ 4.9 |
Weighted-average amortization period | 2 months 12 days |
Weighted average grant date fair value of options granted | $ / shares | $ 4.78 |
Outstanding stock options | |
Stock-Based Compensation | |
Weighted-average amortization period | 1 year 3 months 18 days |
2016 Plan | |
Stock-Based Compensation | |
Number of common stock authorized | 291,667 |
Common shares were available for future grants | 147,041 |
2019 Plan | |
Stock-Based Compensation | |
Number of common stock authorized | 3,783,114 |
Common shares were available for future grants | 701,610 |
Other Prepaid Expenses and Ot_3
Other Prepaid Expenses and Other Current Assets (Details) - USD ($) | Mar. 31, 2020 | Sep. 30, 2019 |
Other Prepaid Expenses and Other Current Assets | ||
Prepaid research and development expense | $ 90,112 | $ 223,510 |
Other prepaid expenses and other current assets | 170,728 | 42,176 |
Total | $ 260,840 | $ 265,686 |
Equipment (Details)
Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | |
Property, Plant and Equipment, Gross | $ 613,718 | $ 455,200 | |
Accumulated depreciation | (77,704) | (24,205) | |
Property, Plant and Equipment, Net | $ 536,014 | $ 430,995 | |
Estimated Useful Life | 6 years | 6 years | |
Laboratory equipment | |||
Property, Plant and Equipment, Gross | $ 608,666 | $ 452,817 | |
Estimated Useful Life | 5 years | 5 years | |
Office equipment | |||
Property, Plant and Equipment, Gross | $ 5,052 | $ 2,383 | |
Estimated Useful Life | 3 years | 3 years |
Equipment - Additional Informat
Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Equipment | ||||
Depreciation | $ 30 | $ 0 | $ 50 | $ 0 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2019 | |
Intangible Assets | ||
Clinical trial data | $ 250,000 | $ 250,000 |
Accumulated Amortization and impairment | (250,000) | (104,167) |
Intangible assets, net | $ 0 | $ 145,833 |
Estimated Useful Life | 6 years | 6 years |
Intangible Assets - Additional
Intangible Assets - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Intangible Assets | ||||
Amortization of intangible assets | $ 20 | $ 0 | $ 150 | $ 0 |
Investment (Details)
Investment (Details) | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2020USD ($)director | Dec. 31, 2019USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2019USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in losses on equity method investment | $ (92,842) | $ 0 | $ (117,351) | $ 0 | ||
DepYmed | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of ownership held | 16.75% | 16.75% | ||||
Number of board of directors seats held | director | 2 | |||||
Total number of board of directors seats | director | 6 | |||||
Equity in losses on equity method investment | $ 100,000 | $ 100,000 | $ 100,000 | |||
Carrying amount of the investment | $ 500,000 | $ 500,000 | $ 600,000 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Mar. 31, 2020 | Sep. 30, 2019 |
Accrued Expenses and Other Current Liabilities | ||
Accrued compensation and benefits | $ 16,848 | $ 34,625 |
Accrued interest | 3,707 | 10,830 |
Accrued professional fees | 480,923 | 156,919 |
Accrued research and development | 119,296 | 88,553 |
Deferred other income | 237,751 | |
Other accrued expenses | 84,086 | 114,672 |
Total accrued expenses | $ 942,611 | $ 405,599 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Commitments and Contingencies | ||||
Operating Leases, Rent Expense, Net | $ 20 | $ 0 | $ 40 | $ 0 |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 50 | $ 50 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 30, 2020 | Mar. 31, 2019 |
Proceeds from common stock issued for cash | $ 1,474 | |
Subsequent Event | Over-Allotment Option | ||
Common stock issued for cash (in shares) | 6,037,500 | |
Stock Issued During Period, Shares, New Issues, Additional Shares | 787,500 | |
Shares Issued, Price Per Share | $ 6 | |
Proceeds from common stock issued for cash | $ 33,300,000 |