Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 13, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | OGEN | |
Entity Registrant Name | ORAGENICS INC | |
Entity Central Index Key | 1,174,940 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 29,433,135 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 13,811,418 | $ 6,166,143 |
Prepaid expenses and other current assets | 1,660,710 | 1,027,029 |
Total current assets | 15,472,128 | 7,193,172 |
Property and equipment, net | 63,508 | 21,659 |
Total assets | 15,535,636 | 7,214,831 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,366,554 | 818,044 |
Short-term notes payable | 190,407 | 80,478 |
Total current liabilities | 1,556,961 | 898,522 |
Shareholders’ equity: | ||
Preferred stock, no par value; 50,000,000 shares authorized; 9,417,000 and 12,000,000 Series A shares, 6,600,000 and 6,600,000 Series B shares, 101.733 and 100 Series C shares, and 1,496,000 and -0- Series D shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 6,813,369 | 6,309,608 |
Common stock, $0.001 par value; 200,000,000 shares authorized 18,419,135 and 4,928,335 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 18,419 | 4,928 |
Additional paid-in capital | 115,764,875 | 101,402,570 |
Accumulated deficit | (108,617,988) | (101,400,797) |
Total shareholders’ equity | 13,978,675 | 6,316,309 |
Total liabilities and shareholders’ equity | $ 15,535,636 | $ 7,214,831 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 18,419,135 | 4,928,335 |
Common stock, shares outstanding | 18,419,135 | 4,928,335 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares issued | 9,417,000 | 12,000,000 |
Preferred stock, shares outstanding | 9,417,000 | 12,000,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares issued | 6,600,000 | 6,600,000 |
Preferred stock, shares outstanding | 6,600,000 | 6,600,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares issued | 101.733 | 100 |
Preferred stock, shares outstanding | 101.733 | 100 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,496,000 | 0 |
Preferred stock, shares outstanding | 1,496,000 | 0 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating expenses: | ||||
Research and development | $ 1,580,511 | $ 996,477 | $ 4,178,294 | $ 2,724,349 |
General and administrative | 1,183,830 | 925,043 | 2,991,300 | 2,581,586 |
Total operating expenses | 2,764,341 | 1,921,520 | 7,169,594 | 5,305,935 |
Loss from operations | (2,764,341) | (1,921,520) | (7,169,594) | (5,305,935) |
Other income (expense): | ||||
Interest income | 9,066 | 3,004 | 15,794 | 6,771 |
Interest expense | (2,142) | (105,894) | (3,643) | (164,560) |
Change in value of derivative liability | (42,918) | 188,726 | ||
Local business tax | (418) | (588) | (1,078) | (2,988) |
Other income | 686 | 7,194 | ||
Total other income (expense), net | 6,506 | (145,710) | 11,073 | 35,143 |
Loss before income taxes | (2,757,835) | (2,067,230) | (7,158,521) | (5,270,792) |
Income tax benefit | 0 | 0 | 0 | 0 |
Net loss | (2,757,835) | (2,067,230) | (7,158,521) | (5,270,792) |
Net loss applicable to common shareholders | $ (4,169,876) | $ (2,067,230) | $ (8,570,562) | $ (5,270,792) |
Basic and diluted net loss per share | $ (0.35) | $ (0.42) | $ (1.12) | $ (1.07) |
Shares used to compute basic and diluted net loss per share | 11,937,624 | 4,927,422 | 7,656,670 | 4,924,667 |
Series D Preferred Stock [Member] | ||||
Other income (expense): | ||||
Deemed dividend of Series D preferred stock | $ (1,412,041) | $ (1,412,041) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (7,158,521) | $ (5,270,792) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 18,393 | 53,342 |
Stock issued as compensation to non-employee directors | 24,320 | 114,576 |
Stock-based compensation expense | 848,612 | 307,630 |
Stock issued in exchange for services | 6,001 | |
Warrants issued in exchange for services | 118,237 | |
Decrease in fair value of derivative liability | (188,726) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (389,191) | (456,496) |
Accounts payable and accrued expenses | 548,510 | 317,179 |
Net cash used in operating activities | (6,101,876) | (5,005,050) |
Cash flows from investing activities | ||
Purchase of property and equipment | (60,242) | |
Net cash used in investing activities | (60,242) | |
Cash flows from financing activities: | ||
Payments on short-term notes payable | (134,561) | (110,354) |
Net proceeds from issuance of common stock and warrants | 1,510,327 | |
Net proceeds from issuance of common stock, convertible preferred stock, and warrants | 12,431,627 | |
Net proceeds from issuance of convertible preferred stock and warrants | 2,935,792 | |
Proceeds from issuance of note payable to shareholder | 2,400,000 | |
Proceeds from payment of stock subscription receivable | 30,563 | |
Restricted cash (receipts) released, net | (1,408,115) | |
Net cash provided by financing activities | 13,807,393 | 3,847,886 |
Net increase (decrease) in cash and cash equivalents | 7,645,275 | (1,157,164) |
Cash and cash equivalents at beginning of period | 6,166,143 | 4,080,618 |
Cash and cash equivalents at end of period | 13,811,418 | 2,923,454 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 3,643 | 3,040 |
Non-cash investing and financing activities: | ||
Borrowings under short term notes payable for prepaid expense | 244,490 | 172,047 |
Par value of restricted shares issued | 16 | 160 |
Par value of common stock issued | 13 | |
Fair market value of 483,870 warrants issued for financial advisory services | $ 118,237 | |
Series C Preferred Stock [Member] | ||
Non-cash investing and financing activities: | ||
Stock dividend on Series C preferred stock | 58,670 | |
Series A Preferred Stock [Member] | ||
Non-cash investing and financing activities: | ||
Par value of common stock issued | 259 | |
Value of Series A preferred stock converted into common stock | 268,096 | |
Series D Preferred Stock [Member] | ||
Non-cash investing and financing activities: | ||
Par value of common stock issued | 7,868 | |
Value of Series A preferred stock converted into common stock | 3,750,920 | |
Deemed dividend on Series D preferred stock | $ 1,412,041 |
Statements of Cash Flows (Paren
Statements of Cash Flows (Parenthetical) | 9 Months Ended |
Sep. 30, 2018shares | |
Statement Of Cash Flows [Abstract] | |
Warrants issued for financial advisory services | 483,870 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization Oragenics, Inc. (formerly known as Oragen, Inc.) (the “Company” or “we”) was incorporated in November, 1996; however, operating activity did not commence until 1999. We are focused on becoming a leader in developing novel antibiotics against infectious disease and on developing effective treatments for oral mucositis. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The accompanying unaudited interim financial statements as of September 30, 2018 and December 31, 2017 (audited) and three and nine months ended September 30, 2018 and 2017 have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial condition, results of operations and cash flows for the periods presented. The results of operations for the interim period ending September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 or any future period. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2017, which are included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2018. The Company has incurred recurring losses and negative cash flows from operations since inception. To date, the Company has not generated significant revenues from operations. The Company sold its consumer probiotics business in 2016 and, as a result, has generated $-0- revenues. The Company incurred a net loss of $7,158,521 and used cash of $6,101,876 in its operating activities during the nine months ended September 30, 2018. As of September 30, 2018, the Company had an accumulated deficit of $108,617,988. The Company expects to incur substantial expenditures to further develop each of its technologies. The Company believes the working capital at September 30, 2018, together with recent warrant exercises (See Note 10), will be sufficient to meet the business objectives as presently structured through the fourth quarter of 2019. As such, there is substantial doubt that we can continue as a going concern beyond that date. The Company’s ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing or achieve profitable operations, as to which no assurances can be given. Cash requirements may vary materially from those now planned because of changes in the Company’s focus and direction of its research and development programs, competitive and technical advances, or other developments. Additional financing will be required to continue operations after the Company exhausts its current cash resources and to continue its long-term plans for clinical trials and new product development. There can be no assurance that any such financing can be realized by the Company, or if realized, what the terms thereof may be, or that any amount that the Company is able to raise will be adequate to support the Company’s working capital requirements until it achieves profitable operations. The Company intends to seek additional funding through sublicensing arrangements, joint venturing or partnering, sales of rights to technology, government grants and public or private financings. The Company’s future success depends on its ability to raise capital and ultimately generate revenue and attain profitability. The Company cannot be certain that additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to it or, if available, will be on terms acceptable to the Company. If the Company issues additional securities to raise funds, these securities may have rights, preferences, or privileges senior to those of its common stock, and the Company’s current shareholders may experience dilution. If the Company is unable to obtain funds when needed or on acceptable terms, the Company may be required to curtail its current development programs, cut operating costs and forego future development and other opportunities. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies Recently Issued Accounting Pronouncements In July 2018, the Financial Accounting Standards Board issued Accounting Standards Updates 2018-10 Codification Improvements to Topic 842, Leases and 2018-11 Leases (Topic 842). Update 2018-10 Codification Improvements to Topic 842 represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Some of the amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the Codification. The adoption of this guidance is not expected to have a material impact on the Company’s results of operation, financial position or disclosures. Update 2018-11 Leases (Topic 842) provides entities with an additional (and optional) transition method to adopt the new lease requirements by allowing entities to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which the entity adopts the new lease requirements would continue to be in accordance with current GAAP (Topic 840). An entity electing this additional (and optional) transition method must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840. The amendments do not change the existing disclosure requirements in Topic 840. The adoption of this guidance is not expected to have a material impact on the Company’s results of operation, financial position or disclosures. In June 2018, the Financial Accounting Standards Board issued Accounting Standards Update 2018-07 Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The requirements of Topic 718 should be applied to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The adoption of this guidance is not expected to have a material impact on the Company’s results of operation, financial position or disclosures. In February 2016, the FASB issued guidance to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Previous lease accounting was criticized for failing to meet the needs of users of financial statements because it did not always provide a faithful representation of leasing transactions. In particular, it did not require lessees to recognize assets and liabilities arising from operating leases on the balance sheet. The guidance is effective for annual and interim periods beginning after December 15, 2018. The adoption of this guidance is not expected to have a material impact on the Company’s results of operation, financial position or disclosures. There are no additional accounting pronouncements issued or effective during the three and nine months ended September 30, 2018 that have had, or are expected to have, a material impact on our financial statements. Use of Estimates The preparation of financial statements in conformity with US 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, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The principal areas of estimation reflected in the financial statements are anticipated milestone payments, stock based compensation, valuation of warrants, accounting for clinical trial costs, and income tax valuation allowance. Stock-Based Payment Arrangements Generally, all forms of stock-based payments, including stock option grants, warrants, and restricted stock grants are measured at their fair value on the awards’ grant date typically using a Black-Scholes pricing model. Stock-based compensation awards issued to non-employees for services rendered are recorded at the fair value of the stock-based payment. The expense resulting from stock-based payments are recorded in research and development expense or general and administrative expense in the statement of operations, depending on the nature of the services provided. Stock-based payment expense is recorded over the requisite service period in which the grantee provides services to us. To the extent the stock option grants, warrants, or restricted stock grants do not vest at the grant date they are subject to forfeiture. Stock-Based Compensation US GAAP requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values as of the grant date. Stock-based compensation expense is recorded over the requisite service period in which the grantee provides services to us, to the extent the options do not vest at the grant date and are subject to forfeiture. For performance-based awards that do not include market-based conditions, we record share-based compensation expense only when the performance-based milestone is deemed probable of achievement. We utilize both quantitative and qualitative criteria to judge whether milestones are probable of achievement. For awards with market-based performance conditions, we recognize the grant-date fair value of the award over the derived service period regardless of whether the underlying performance condition is met. Warrants The Company used the Black Scholes Option Pricing Model in calculating the relative fair value of any warrants that have been issued. Net Loss Per Share During all periods presented, the Company had securities outstanding that could potentially dilute basic earnings per share in the future but were excluded from the computation of diluted net loss per share, as their effect would have been antidilutive because the Company reported a net loss for all periods presented. Basic and diluted net loss per share amounts are the same for the periods presented. Net loss per share is computed using the weighted average number of shares of common stock outstanding. Revenue Recognition The Company does not currently generate revenue from its business. Concentrations Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash accounts in commercial banks, which may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. As of September 30, 2018, the uninsured portion of this balance was $13,561,418. As of December 31, 2017, the uninsured portion of this balance was $5,916,143. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 4. Stock-based Compensation The Company recognized stock-based compensation on all employee and non-employee awards as follows: For the Three Months Ended September 30, 2018 For the Three Months Ended September 30, 2017 For the Nine Months Ended September 30, 2018 For the Nine Months Ended September 30, 2017 Research and development $ 73,463 $ (15,593 ) $ 91,511 $ (3,336 ) General and administrative 574,839 143,033 781,421 425,542 Total Stock based compensation $ 648,302 $ 127,440 $ 872,932 $ 422,206 At the Company’s Annual Meeting of Shareholders held on June 22, 2018, the shareholders approved an amendment to the Company’s 2012 Equity Incentive Plan solely to increase the shares available for awards thereunder by 1,500,000 shares. The aggregate number of shares of the Company’s common stock currently authorized pursuant to its 2012 Equity Incentive Plan, as amended is 2,250,000 and the Company’s 2012 Equity Incentive Plan, as amended (the “Plan”) continues to provide that the maximum number of shares that may be subject to stock options and stock appreciation rights or awards intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code (other than stock options and stock appreciation rights) granted to any individual in a calendar year is 1,000,000 shares. As of September 30, 2018, an aggregate of 1,813,633 shares of common stock are covered by outstanding option awards and 195,617 shares of common stock are available for future awards under the Plan. The Company granted 1,425,000 and 1,553,000 stock options under its Plan, with a weighted-average grant date fair value of $0.72 and $0.79 per share, during three and nine months ended September 30, 2018, respectively. The Company granted -0- and 105,600 stock options, with a weighted-average grant date fair value of $-0- and $3.60 per share, during the three and nine months ended September 30, 2017, respectively. During the nine months ended September 30, 2018, 1,028,852 On September 27, 2018, the Board of Directors approved discretionary stock option awards under the Plan providing the right to acquire 125,000 shares of common stock, to each of the Company’s non-employee directors: Frederick Telling, Charles Pope, Alan Dunton, and Robert Koski under the Plan at an exercise price of $0.73 per share, the closing price on September 27, 2018, the date of grant. The options vest immediately. The stock option awards are subject to the standard terms and conditions of the Company’s form of stock option agreement. Also, on September 27, 2018, the Board of Directors approved discretionary stock option awards under the Plan , as recommended and approved by the Compensation Committee, for the Company’s executive officers and certain currently employees. Dr. Alan Joslyn, the Company’s Chief Executive Officer, Mr. Michael Sullivan, the Company’s Chief Financial Officer, and Dr. Handfield, the Company’s Senior Vice President of Discovery Research, were granted options to purchase 400,000, 250,000 and 220,000 shares of Company common stock, respectively, under the Plan at an exercise price of $0.73 per share, the closing price on September 27, 2018, the date of grant. The stock option awards are subject to the standard terms and conditions of the Company’s form of stock option agreement which includes earlier vesting upon a change in control of the Company. Also, on June 22, 2018, and in connection with, and in furtherance of, the non-employee director compensation program, the Board approved the award of 4,000 restricted shares of the Company’s common stock to each of the Company’s non-employee directors, Frederick Telling, Charles Pope, Alan Dunton, and Robert Koski under the Plan. Pursuant to the terms of the award, the restricted shares were immediately vested. On June 22, 2018, in connection with, and in furtherance of, the non-employee director compensation program, the Board approved stock option awards in the amount of 14,000 to each of the Company’s non-employee directors, Frederick Telling, Charles Pope, Alan Dunton, and Robert Koski under the Plan at an exercise price of $1.52 per share, the closing price on June 22, 2018, the date of the grant. In addition, on June 22, 2018, in connection with, and in furtherance of, the equity based award program, the Board approved stock option awards in the amount of 62,000 to management and 10,000 to staff under the Plan at an exercise price of $1.52 per share, the closing price on June 22, 2018, the date of the grant. On June 22, 2017, in connection with, and in furtherance of, the non-employee director compensation program, the Board approved stock option awards in the amount of 14,000 to each of the Company’s non-employee directors, Frederick Telling, Charles Pope, Alan Dunton, and Robert Koski under the Plan at an exercise price of $3.70 per share, the closing price on June 22, 2017, the date of the grant. In addition, on June 22, 2017, in connection with, and in furtherance of, the new equity based award program, the Board approved stock option awards in the amount of 45,500 to management and 4,100 On February 9, 2017, in connection with, and in furtherance of, the non-employee director compensation program, the Board approved the award of 4,000 restricted shares of the Company’s common stock to each of the Company’s non-employee directors, Frederick Telling, Charles Pope, Alan Dunton, and Robert Koski under the Plan, of which, 1,000 Each executive officer and non-employee director receiving equity-based awards is subject to a minimum dollar value stock ownership holding requirement with respect to the awards received as well as all prior equity awards under the Plan which requirements are intended to align the ability to sell shares with the performance of the Company’s stock price. The executive officer recipients each have a minimum dollar value stock ownership holding requirement threshold equal to two times (2x) their then base salaries below which dollar threshold they would be precluded from selling any shares of Company stock obtained from the Company under its Plan. Also, the non-employee directors are each subject to a minimum dollar value stock ownership holding requirement threshold equal to six times the annual Board retainer ($270,000) below which dollar threshold they would be precluded from selling shares of Company stock acquired from the Company under its Plan. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2018 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | 5. Warrants On July 17, 2018, the Company The exercise price of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, dilutive issuances, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock. A total of 13,800,000 warrants to purchase 13,800,000 shares of common stock were issued in the Public Offering. On April 6, 2018 (the “Closing Date”), the Company entered into a securities purchase agreement with certain institutional investors for the purchase and sale of 900,000 shares of the Company’s common stock in a registered direct offering at a purchase price of $2.00 per share. The Company also issued unregistered warrants to the investors in a concurrent private placement to purchase up to an equivalent number of shares of the Company’s common stock with an exercise price of $2.00 per share. The warrants are exercisable six months following the Closing Date and will expire five years from the date of issuance. Warrants Weighted Average Price Balance - December 31, 2016 17,559 $ 1.50 Granted 2,177,425 3.10 Exercised — — Expired (17,559 ) 1.50 Balance - December 31, 2017 2,177,425 3.10 Granted 14,700,000 1.06 Exercised — — Expired — — Balance - September 30, 2018 16,877,425 $ 1.32 The warrants outstanding as of September 30, 2018 are as follows: Exercise Price Warrants Outstanding Expiration Date $ 3.10 48,387 9/19/2022 $ 3.10 462,106 5/10/2024 $ 3.10 602,414 7/25/2024 $ 3.10 1,064,518 11/8/2024 $ 2.00 900,000 4/10/2023 $ 1.00 13,800,000 7/17/2025 16,877,425 |
Short-Term Notes Payable
Short-Term Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Short-Term Notes Payable | 6. Short-Term Notes Payable As of September 30, 2018 and December 31, 2017, the Company had $190,407 and $80,478, respectively, in short-term notes payable for the financing of various insurance policies. Products Liability Insurance On March 10, 2017, the Company entered into a short-term note payable for $31,985 bearing interest at 6.18% per annum to finance the product liability insurance. Principal and interest payments on this note began April 10, 2017 and are made evenly based on a straight line amortization over a 10-month period with the final payment made on January 2, 2018. On March 10, 2018, the Company entered into a short-term note payable for $28,915 bearing interest at 5.09% per annum to finance the product liability insurance. Principal and interest payments on this note began April 10, 2018 and are made evenly based on a straight line amortization over a 11-month period with the final payment being due on February 10, 2019. Directors’ and Officers’ Insurance On July 24, 2017, the Company entered into a short-term note payable for $140,062 bearing interest at 5.09% to finance a portion of the directors’ and officers’ liability insurance and employment practices liability insurance premiums. Principal and interest payments on this note began August 24, 2017 and are made evenly based on a straight line amortization over an 11-month period with the final payment being made on June 25, 2018. On July 24, 2018, the Company entered into a short-term note payable for $215,575 bearing interest at 5.24% to finance a portion of the directors’ and officers’ liability insurance and employment practices liability insurance premiums. Principal and interest payments on this note began August 24, 2018 and are made evenly based on a straight line amortization over an 11-month period with the final payment being made on June 25, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies The University of Florida Research Foundation Licenses (“UFRF”) UFRF-MU1140 License. In the Company’s UFRF amended license agreement for MU1140, the Company is obligated to pay 5% of the selling price of any products developed from the UFRF licensed technology that the Company may sell as royalty to the UFRF. In addition, if the Company sublicenses any rights granted by the amended license agreement, the Company is obligated to pay to the UFRF 22% of all revenues received from the sublicenses, excluding monies received solely for development costs. The Company is also obligated to make the following payments to UFRF as follows: a one-time commercialization fee, post-commercialization minimum royalty payments, and a one-time cumulative royalty payment. The one-time commercialization fee would be due on the first anniversary of first commercial sale and is calculated at $5,000 per month between (1) April 1, 2013 for the MU1140 license agreement and (2) the month of the first anniversary of a commercial sale. The post-commercialization minimum royalty payments of $50,000 annually would be due following payment of a commercialization fee. The one-time additional royalty payment would be due when total cumulative royalties paid to UFRF exceed $2.0 million, upon which we would be obligated to make a one-time additional payment to UFRF of 10% of the total royalties due to UFRF in the calendar year in which cumulative royalties exceeded $2.0 million. The Company is required to make minimum annual maintenance payments to the UFRF for the term of the amended license agreement in the amount of $10,000 for the license agreement. The aggregate minimum annual payments are required to be paid in advance on a quarterly basis (i.e. $2,500 per quarter) for the license. Currently, the Company is only obligated to make the minimum annual maintenance payments. The Company must also pay all patent costs and expenses incurred by the UFRF for the preparation, filing, prosecution, issuance and maintenance of the patents. The terms of the UFRF amended license agreement expire upon the earlier of (i) the date that no patents covered by the amended license agreement remain enforceable or (ii) the payment of earned royalties under the amended license agreement, once begun, ceases for more than three calendar quarters. The Company may voluntarily terminate the license agreement upon 90 days written notice to UFRF. UFRF may terminate the amended license agreement if the Company breaches its obligations to timely pay any amounts due under the amended license agreement, to submit development reports as required under the amended license agreement or commit any other breach of any other covenants contained in the amended license agreement and the Company fails to remedy such breach within 90 days after written notice of such breach by UFRF. Texas A&M License Agreement Under the terms of the Texas A&M license agreement, the Company made an initial payment of five thousand dollars ($5,000) to Texas A&M. The Company must also pay to Texas A&M a royalty of five percent (5%) of net sales of products that include the licensed technology, subject to royalty stacking provisions with a two percent (2%) minimum royalty. Additionally, in order to maintain the exclusive license, commencing in 2014 and each year thereafter prior to the calendar year of the first sale of products using the licensed technology, the Company was to pay Texas A&M $15,000 as minimum annual consideration for the continuation of the license agreement. In October of 2016 the Texas A&M license agreement was amended to provide for a payment of $25,000 commencing in 2017 and each year thereafter prior to the calendar year of the first sale of products using the licensed technology, as minimum annual consideration for the continuation of the license agreement. Once the Company commences the sale of products that include the technology the Company licenses from Texas A&M the Company must pay a minimum annual amount of $100,000 to Texas A&M and every year thereafter through the expiration of the Agreement. However, once sales begin, any royalty payments the Company makes on net sales will be credited against the $100,000 required maintenance payment. The Company must also pay all patent costs and expenses for the preparation, filing, prosecution, issuance and maintenance of the patent rights. Sales by sublicensees are subject to the royalty rate above, and the Company is responsible for certain payments to Texas A&M for any other consideration received that are not in the form of a royalty. Pursuant to the amended Texas A&M license agreement, the Company is obligated to meet the following milestones and make milestone payments: (i) enrollment of first patient in a Phase 1 clinical trial using the licensed technology, to occur on or before June 1, 2019, with a milestone achievement payment of $50,000, (ii) completion of Phase 2 clinical trial using the licensed technology to occur on or before June 1, 2022, with a milestone achievement payment of $100,000, (iii) completion of Phase 3 clinical trial of the licensed technology to occur on or before June 1, 2025, with a milestone achievement payment of $150,000, and (iv) first sale of the licensed technology to occur on or before June 1, 2026 with a milestone achievement payment of $400,000. If we fail to accomplish the milestones or fail to achieve net sales of products including the licensed technology for two consecutive calendar years Texas A&M at its sole option may waive the requirement, negotiate the missed milestones or terminate the license agreement. None of the Texas A&M milestones had been achieved as of September 30, 2018. The Lantibiotic ECC Under the Lantibiotic ECC, and subject to certain exceptions, the Company is responsible for, among other things, funding the further anticipated development of lantibiotics toward the goal of commercialization, conducting nonclinical and clinical development of candidate lantibiotics, as well as for other aspects of manufacturing and the commercialization of the product(s). Among other things, Intrexon is responsible for technology discovery efforts, cell-engineering development, certain aspects of the manufacturing process, and costs of filing, prosecution and maintenance of Intrexon’s patents. In November of 2017 the Lantibiotic ECC was amended to: (i) consolidate the development milestone payments into one payment of $25,000,000, being due six months after receiving FDA approval of a New Drug Application, (ii) reduce the sublicense revenue percentage we would have had to pay from 50% to 25% of sublicensing revenue, (iii) reduce the royalty rate from 25% of Product Profit to 10% of Net Sales, (iv) revise the form of milestone payments from being share based or cash at the Company’s election to only cash, and (v) commit that Diligent Efforts (as defined in the Lantibiotic ECC) in pursuing the Lantibiotic Program would be deemed satisfied in 2018 provided that at least $1,200,000 was budgeted for the advancement of the Lantibiotic Program. In November of 2017, the Stock Issuance Agreement was also amended. Under the terms of the amendment, the Company has agreed to make certain payments, in cash, to Intrexon upon our achievement of designated milestones. The milestone events and amounts payable are as follows: (i) a one-time payment of twenty five million United States dollars ($25,000,000) within six (6) months of the achievement of the Regulatory Approval Milestone Event meaning receiving approval from the FDA of a New Product Application for an Oragenics Product (or equivalent regulatory action in a foreign jurisdiction); (ii) a one-time payment of five million United States dollars ($5,000,000) within six (6) months of the achievement of the New Indication Milestone Event meaning receiving approval from the FDA of a Supplemental FDA Application (or an equivalent filing with another equivalent regulatory agency) which Supplemental FDA Application sought approval of an indication for use of the Oragenics Product other than the current regulatory-approved indication; and (iii) a one-time payment of five million United States dollars ($5,000,000) within six (6) months of the achievement of the New Product Milestone Event meaning receiving approval from the FDA of a New Product Application that is deemed to be a different drug product that the first Oragenics Product that was clinically pursued under the Lantibiotics Program. Pursuant to the terms of the amendment, we will also pay Intrexon on a quarterly basis 10% of Net Sales derived in that quarter from the sale of products developed from the Lantibiotic ECC, calculated on an Oragenics Product-by-Oragenics Product basis and we will pay Intrexon on a quarterly basis 25% of revenue obtained in that quarter from a sublicensor in the event of a sublicensing arrangement. On July 21, 2016, the Lantibiotics ECC was amended to revise the definition of Field in view of a provisional patent application filing between Intrexon and Oragenics and to further clarify Oragenics’ rights under the Lantibiotic ECC to genetically modified Streptococcus mutans None of the Lantibiotic ECC milestones had been achieved as of September 30, 2018. The Oral Mucositis ECC Under the Oral Mucositis ECC, and subject to certain exceptions, the Company is responsible for, among other things, funding the further anticipated development of products toward the goal of commercialization, conducting preclinical and clinical development of candidate products, as well as for other aspects of manufacturing and the commercialization of the product(s). Among other things, Intrexon is responsible for technology discovery efforts, cell-engineering development, and certain aspects of the manufacturing process. In November of 2017 the Company amended the Oral Mucositis ECC to: (i) consolidate the development milestone payments into one payment of $27,500,000 being due within six months after receiving FDA approval of a New Product Application; (ii) reduce the sublicense revenue percentage from 50% to 25% of sublicensing revenue; and (iii) revise the field in which the Company has exclusive rights to its Oral Mucositis product candidate for the treatment of Oral Mucositis to clarify that the Company has an exclusive for the treatment of Oral Mucositis in humans regardless of etiology. Pursuant to the terms of the Oral Mucositis ECC, as amended, we are obligated to pay Intrexon on a quarterly basis 12% of the net sales derived from the sale of products developed from the exclusive channel collaboration. We are also obligated to pay Intrexon on a quarterly basis, 25% of revenue obtained in that quarter from a sublicensor in the event of a sublicensing arrangement. In November of 2017, the Stock Issuance Agreement and Oral Mucositis ECC were amended. Under the terms of the amendment, the Company has agreed to make certain payments to Intrexon upon our achievement of designated milestones in the form of shares of our Common Stock (based upon the fair market value of the shares otherwise required to be issued) unless the issuance of such shares would reasonably likely cause Intrexon to consolidate our financial statements with Intrexon’s financial statements, or at our option make a cash payment to Intrexon. The milestone events and amounts payable are as follows: (i) a one-time payment of twenty seven million five hundred thousand United States dollars ($27,500,000) within six (6) months of the achievement of the Regulatory Approval Milestone Event meaning receiving approval from the FDA of a New Product Application for an Oragenics Product (or equivalent regulatory action in a foreign jurisdiction); (ii) a one-time payment of five million United States dollars ($5,000,000) within six (6) months of the achievement of the New Indication Milestone Event meaning receiving approval from the FDA of a Supplemental FDA Application (or an equivalent filing with another equivalent regulatory agency) which Supplemental FDA Application sought approval of an indication for use of the Oragenics Product other than the current regulatory-approved indication; and (iii) a one-time payment of five million United States dollars ($5,000,000) within six (6) months of the achievement of the New Product Milestone Event meaning receiving approval from the FDA of a New Product Application that is deemed to be a different drug product that the first Oragenics Product that was clinically pursued under the Program. None of the Oral Mucositis ECC milestones had been achieved as of September 30, 2018. The Oral Mucositis ECC provides that in the event (i) Oragenics is required to make a milestone payment in cash as an issuance of shares would cause Intrexon to consolidate the Company’s financial statements with Intrexon’s financial statements, and (ii) Oragenics reasonably concludes that a cash milestone payment would have an adverse effect on its working capital needs over the next twelve (12) months, then such cash payment shall be in the form of an interest bearing promissory note with a maturity date of less than twelve (12) months and include other conventional market terms that would not be expected to unreasonably have an adverse effect on Oragenics working capital needs over such twelve (12) month period. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions During the three and nine months ended September 30, 2018, we paid $134,883 Taking into consideration the events described below in Note 10 – Subsequent Events, Intrexon’s beneficial ownership percentage would be approximately 5.2% of our outstanding common stock. |
Shareholders Equity
Shareholders Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Shareholders Equity | 9. Shareholders’ Equity Common Stock Increases in the Number of Authorized Shares In January of 2017, we filed an amendment to our Amended and Restated Articles of Incorporation which increased the number of authorized shares of all classes of our capital stock from 120,000,000 shares to 270,000,000 shares by increasing the number of authorized shares of common stock from 100,000,000 shares of common stock to 250,000,000 shares of common stock. The amendment to our Amended and Restated Articles of Incorporation was previously approved by a majority of our shareholders. In December of 2017, we filed another amendment to our Amended and Restated Articles of Incorporation which increased the number of authorized shares of our common stock from 250,000,000 shares to 450,000,000. The amendment to our Amended and Restated Articles of Incorporation was previously approved by a majority of our shareholders. Completion of Reverse Stok Split On December 1, 2017, a majority of shareholders approved an amendment to our Amended and Restated Articles of Incorporation to effect a reverse stock split of our common stock by a ratio of not less than one-for-five and not more than one-for-ten, with the exact number to be set at a whole number within this range to be determined by our board of directors in its sole discretion and to authorize our board of directors to implement the reverse stock split at any time on or prior to December 31, 2018 by filing an amendment to our Amended and Restated Articles of Incorporation. On January 8, 2018, the Company announced a reverse split of its common stock, $0.001 par value, at a ratio of one-for-ten, which became effective January 19, 2018. The Company’s common stock began trading on a split-adjusted basis on January 22, 2018. As a result of the reverse split, each 10 pre-split shares of common stock outstanding were automatically combined into one new share of common stock without any action on the part of the holders, and the number of outstanding common shares was reduced from approximately 49 million shares to approximately 4.9 million shares. The reverse split also applied to common stock issuable upon the exercise of the Company’s outstanding stock options. In addition, the Company also announced that the authorized common stock of the Company was decreased from 450 million to 45 million shares. The authorized preferred stock remains at 50,000,000 shares. The common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split did not affect the par value of the common stock. No fractional shares were issued as a result of the reverse stock split. Shareholders who otherwise would be entitled to a fractional share because they hold a number of shares not evenly divisible by the one-for-ten reverse split ratio, were automatically entitled to receive an additional fractional share of the Company’s common stock to round up to the next whole share. At our Annual Meeting of Shareholders held on June 22, 2018, our shareholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation which increased the number of authorized shares of our Common Stock from 45,000,000 shares of Common Stock to 200,000,000 shares of Common Stock. Completed Public Offering On April 6, 2018, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company agreed to issue and sell, in a registered offering by the Company directly to the investors, an aggregate of 900,000 shares of the Company’s common stock, par value $0.001 per share, at an offering price of $2.00 per share. In a concurrent private placement, the Company agreed to issue to the investors who participated in the registered offering, warrants exercisable for one share of common stock for each share purchased in the registered offering for an aggregate of warrants to purchase 900,000 shares of common stock at an exercise price of $2.00 per share. Each warrant is exercisable beginning on the six-month anniversary of the date of its issuance and will expire five years from the date of issuance. On July 17, 2018, the Company 3 The Conversion Price of the Series D Preferred Stock and exercise price of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, dilutive issuances, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock. A total of 4,436,000 shares of common stock, 9,364,000 shares of Series D Preferred Stock The net proceeds to the Company from the Public Offering, after deducting Underwriter fees and expenses and the Company’s Public Offering expenses, was approximately $12.4 million. The Company anticipates using the net proceeds from this Public Offering to continue funding development of AG013, our ongoing Phase 2 clinical trial for the treatment of Oral Mucositis, our pre-clinical development of our lantibiotics program and for general corporate purposes, including research and development activities, capital expenditures and working capital. The proceeds received in the Public Offering were allocated to each instrument on a relative fair value basis. Total proceeds of $13.8 million were allocated to warrants issued, $6.5 million, common stock, $2.3 million and Series D Preferred Stock, $5.0 million. The allocation resulted in an effective conversion price for the Series D Preferred Stock that was below the quoted market price of the Company’s common stock on the closing date. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the closing date, resulting in a deemed dividend for the Series D Preferred Stock of approximately $1.4 million recognized on the closing date. Non-Employee Director Share Issuance On February 9, 2017, in connection with and in furtherance of the new equity based award program (See Note 4), the Board approved the award of 4,000 restricted shares of the Company’s common stock to each of the Company’s non-employee directors, Frederick Telling, Charles Pope, Alan Dunton, and Robert Koski under the Company’s 2012 Equity Incentive Plan of which a total of 1,000 restricted shares vested at the end of each of the four quarters in 2017. The awards are considered issued and outstanding as of the date of the grant and are eligible to be voted by the recipient. On June 22, 2018, and in connection with, and in furtherance of, the non-employee director compensation program, the Board approved the award of 4,000 restricted shares of the Company’s common stock to each of the Company’s non-employee directors, Frederick Telling, Charles Pope, Alan Dunton, and Robert Koski under the Company’s 2012 Equity Incentive Plan. Pursuant to the terms of the award, the restricted shares were immediately vested. Other Share Issuances . On August 1, 2018, the Company issued 12,500 shares of its common stock as partial consideration for the acquisition of certain services. As of September 30, 2018, 7,868,000 shares of Series D Preferred Stock have been converted into shares of Common Stock. On March 9, 2018, a holder of 2,583,000 shares of the Company’s Series A Convertible Preferred Stock, converted the Series A Convertible Preferred Stock into 258,300 shares of the Company’s common stock. Preferred Stock Series A Non-Voting Convertible Preferred Stock Financing On May 10, 2017 we entered into a securities purchase agreement with three accredited investors, to purchase up to $3,000,000 of Series A Convertible Preferred Stock (the “Series A Preferred Stock Financing”). The sale of the Preferred Stock took place in two separate closings and at the first closing which occurred on May 10, 2017, we received gross proceeds of approximately $1,302,000. The second closing occurred on July 25, 2017 and we received gross proceeds of approximately $1,698,000, which was the balance of the Preferred Stock Financing. The full $3,000,000 of Preferred Stock, is convertible into 1,200,001 shares of our Common Stock, based on a fixed conversion price of $2.50 per share on an as-converted basis. In addition, we issued warrants to purchase an aggregate of 462,106 shares of Common Stock at the first closing and we issued an aggregate of 602,414 shares of Common Stock at the second closing (the “Series A Warrants”). The Series A Warrants have a term of seven years from the date of issuance are non-exercisable until 6 months after issuance, and after giving effect to the reverse stock split, have an exercise price of $3.10 per share. Proceeds from the Series A Preferred Stock Financing (including the exercise of any warrants for cash) will be used for general corporate purposes, including working capital. On July 27, 2017, we entered into an agreement to amend the warrants issued in connection with the Series A Preferred Stock Financing to provide notification and objection requirements with respect to the change of control provisions. The change of control provisions in the warrants had previously caused the warrants to be treated as a derivative liability as opposed to being treated as equity on our balance sheet. The warrants have been replaced by amended and restated warrants containing such notification and objection requirements (the “Amended and Restated Common Stock Purchase Warrants”) so that the Amended and Restated Common Stock Purchase Warrants are now treated as equity on our balance sheet. All other terms of the original warrants remain unchanged by the Amended and Restated Common Stock Purchase Warrants. In connection with the Series A Preferred Financing, we filed a Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock with the Secretary of State of the State of Florida, to be effective May 10, 2017. The number of shares of Preferred Stock designated as Series A Preferred Stock, par value of $0.001 per share, was 12,000,000. In connection with the issuance and sale of the Series A Preferred Stock and Series A Warrants, we granted certain demand registration rights and piggyback registration rights with respect to the shares of our Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants, pursuant to a Registration Rights Agreement. Except as otherwise required by law, the Series A Preferred Stock shall have no voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designation, (b) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred Stock, (c) increase the number of authorized shares of Series A Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing. Initially upon issuance, in connection with any liquidation, dissolution or winding-up by us, whether voluntary or involuntary that is not a Fundamental Transaction (as defined in the Certificate of Designation), the holders of Series A Preferred Stock shall be entitled to receive out of the assets, the greater of (i) the product of the number of shares of Series A Preferred Stock then held by such holder, multiplied by the Original Issue Price; and (ii) the amount that would be payable to such holder in the Liquidation in respect of Common Stock issuable upon conversion of such shares of Series A Preferred Stock if all outstanding shares of Series A Preferred Stock were converted into Common Stock immediately prior to the Liquidation. The Series A Preferred Stock is classified as permanent equity. Following our Series B Non-Voting Convertible Preferred Financing, the Series A Preferred liquidation preference was revised to be behind our Series C Preferred and pari passu with our Series B Preferred. On March 9, 2018, a holder of 2,583,000 shares of the Company’s Series A Convertible Preferred Stock, converted the Series A Convertible Preferred Stock, in accordance with the terms for conversion, into 258,300 shares of the Company’s common stock. Series B Non-Voting, Convertible Preferred Stock Financing On November 8, 2017, we completed a private placement of $3,300,000 of Series B Non-Voting, Convertible Preferred Stock (the “Series B Convertible Preferred Stock”) pursuant to a Securities Purchase Agreement with four existing shareholders who are accredited investors including an entity affiliated with a director of the Company (the “Series B Preferred Stock Financing”). The full $3,300,000 of Series B Convertible Preferred Stock is convertible into 1,320,002 shares of our Common Stock, based on a conversion of one share of Series B Preferred Stock into two shares of Common Stock. The purchase price per share of the Series B Preferred Stock is represented by $2.50 per share of the Common Stock on an as converted basis. In addition, we issued to the investors in the private placement accompanying common stock purchase warrants to purchase an aggregate of 1,064,518 shares of Common Stock (the “Series B Warrants”). The Series B Warrants have a term of seven years from the date of issuance and are non-exercisable until six (6) months after issuance, and after giving effect to the reverse stock split, have an exercise price of $3.10 per share. In connection with the Series B Preferred Financing, we filed a Certificate of Designation and Rights of Series B Convertible Preferred Stock with the Secretary of State of the State of Florida, to be effective November 8, 2017. The number of shares of Preferred Stock designated as Series B Preferred Stock, $0.001 per share, is 6,600,000. Except as otherwise required by law, the Series B Preferred Stock shall have no voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend the Certificate of Designation, (b) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Preferred Stock, (c) increase the number of authorized shares of Series B Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing. The Series B Preferred Stock shall rank (i) on par with the Common Stock and Series A Preferred Stock and junior to Series C Preferred Stock as to dividend rights and (ii) junior to Series C Preferred Stock, on par with Series A Preferred Stock and senior to the Common Stock as to distribution of assets upon liquidation, dissolution or winding-up by us, whether voluntary or involuntary. Upon any liquidation, dissolution or winding-up by us, whether voluntary or involuntary, the holders of Series B Preferred Stock shall be entitled to receive out of the assets, after payment to the Series C Preferred Stock but on par with the Series A Preferred Stock and in preference to the holders of the Common Stock, an amount of cash equal to the greater of (i) the product of the number of shares of Series B Preferred Stock then held by such holder, multiplied by the Original Issue Price; and (ii) the amount that would be payable to such holder in the Liquidation in respect of Common Stock issuable upon conversion of such shares of Series B Preferred Stock if all outstanding shares of Series B Preferred Stock were converted into Common Stock immediately prior to the Liquidation. The Series B Preferred Stock is classified as permanent equity. Series C Non-Voting, Non- Convertible Preferred Stock Financing Intrexon Debt Conversion Concurrently with the Series B Preferred Stock Financing, we also entered into a Debt Conversion Agreement (the “Intrexon Debt Conversion Agreement”) with Intrexon Corporation (“Intrexon”) pursuant to which Intrexon exchanged the $2,400,000 unsecured non-convertible promissory note previously issued by us to Intrexon (the “Intrexon Note”), the accrued interest on the Intrexon Note and trade payables owed by us (collectively the “Debt”) in the aggregate amount of approximately $3,400,000 for equity in the form of 100 shares of Series C, Non-Voting, Non-Convertible Preferred Stock (the “Series C Preferred Stock”) issued by us to Intrexon pursuant to the Debt Conversion Agreement which 100 shares have a stated value equal to the amount of the Debt. In connection with the Intrexon Debt Conversion Agreement, we filed a Certificate of Designation and Rights of Series C Non-Convertible Preferred Stock with the Secretary of State of the State of Florida, to be effective November 8, 2017. The number of shares of Preferred Stock designated as Series C Preferred Stock is 1,000 and have a par value of $0.001 per share. Each issued and outstanding share of Series C Preferred Stock entitles the holder of record to receive dividends at the annual rate of twelve percent (12%) (the “Initial Rate”) of its Stated Value, payable by issuing additional shares of Series C Preferred Stock within thirty days after the end of each calendar year pro-rata for partial years. The Initial Rate shall be subject to increase to twenty percent (20%) automatically after May 10, 2019. On January 25, 2018 we paid a dividend on our Series C Preferred Stock to Intrexon of 1.733 shares for the portion of the 2017 fiscal year the Series C Preferred Stock was outstanding. Series D Non-Voting, Convertible Preferred Stock Financing On July 17, 2018, we of approximately $13.8 million, which included the full exercise of the underwriter’s over-allotment option to purchase additional shares and warrants, prior to deducting underwriting discounts and commissions and offering expenses. The Public Offering was comprised of Class A Units, priced at a public offering price of $1.00 per unit, with each unit consisting of one share of common stock and a seven-year warrant to purchase one share of common stock with an exercise price of $1.00 per share, and Class B Units, priced at a public offering price of $1.00 per unit, with each unit comprised of one share of series D preferred stock, with a par value of $0.001 per share, (the “Series D Preferred Stock”), which is convertible into one share of common stock, and a warrant. The conversion price of the Series D Preferred Stock issued in the transaction as well as the exercise price of the warrants are fixed and do not contain any variable pricing features or any price based anti-dilutive features. The Series D Preferred Stock issued in this transaction included a beneficial ownership blocker but has no dividend rights (except to the extent that dividends are also paid on the common stock), liquidation preference or other preferences over common stock, and, with certain exceptions, has no voting rights. The securities comprising the units were immediately separable and were issued separately. The Conversion Price of the Series D Preferred Stock and exercise price of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, dilutive issuances, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock. A total of 4,436,000 shares of common stock, 9,364,000 shares of Series D Preferred Stock The net proceeds to the Company from the Public Offering, after deducting Underwriter fees and expenses and the Company’s estimated Public Offering expenses was approximately $12.4 million. The Company anticipates using the net proceeds from this Public Offering to continue funding development of AG013, our ongoing Phase 2 clinical trial for the treatment of Oral Mucositis, our pre-clinical development of our lantibiotics program and for general corporate purposes, including research and development activities, capital expenditures and working capital. In connection with the Public Offering, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series D Preferred Stock on July 13, 2018, with the Secretary of State of the State of Florida which became effective upon filing. The Certificate of Designation provides for the issuance of the shares of Series D Preferred Stock. With certain exceptions, the shares of Series D Preferred Stock rank on par with the shares of the Common Stock, in each case, as to dividend rights and distributions of assets upon liquidation, dissolution or winding up of the Company. With certain exceptions, as described in the Certificate of Designation, the shares of Series D Preferred Stock have no voting rights. However, as long as any shares of Series D Preferred Stock remain outstanding, the Certificate of Designation provides that the Company shall not, without the affirmative vote of holders of a majority of the then outstanding shares of Series D Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing. Each share of Series D Preferred Stock is convertible at any time at the holder’s option into a number of shares of Common Stock equal to one share divided by the Conversion Price. The “Conversion Price” is initially $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions as specified in the Certificate of Designation. Notwithstanding the foregoing, the Certificate of Designation further provides that the Company shall not effect any conversion of the shares of Series D Preferred Stock, with certain exceptions, to the extent that, after giving effect to an attempted conversion, the holder of shares of Series D Preferred (together with such holder’s affiliates and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of Common Stock in excess of 4.99% of the shares of Common Stock then outstanding (or, upon election by a Holder prior to the issuance of the Warrants, 9.99%). At the holder’s option, upon notice to the Company, the holder may increase or decrease this beneficial ownership limitation not to exceed 9.99% of the shares of Common Stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company. Additionally, subject to certain exceptions and limitations, at any time prior to the three year anniversary of the issuance of the Series D Preferred Stock, the Company will have the right to cause each holder of the Series D Preferred Stock to convert all or part of such holder’s Series D Preferred Stock in the event that (i) the volume weighted average price of our common stock for each of 30 consecutive trading days exceeds $3.00 (subject to adjustment for stock splits, recapitalizations, stock dividends and similar transactions), (ii) the average daily trading volume for such measurement period exceeds $175,000 per trading day and (iii) the holder is not in possession of any information that constitutes or might constitute, material non-public information which was provided by the Company. The description of the Series D Preferred Stock is qualified by reference to the Certificate of Designation filed with our Form 8-K on July 17, 2018. As of September 30, 2018, 7,868,000 shares of Series D Preferred Stock had converted into shares of Common Stock in accordance with the terms for conversion. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Following the end of the quarter and through the date of this report (i) the remaining 1,496,000 shares of Series D Preferred Stock (See Note 9) were converted by the holder thereof into 1,496,000 shares of Common Stock, (ii) 9,505,500 warrants issued in connection with the Series D Preferred Stock (See Note 9) were exercised for cash generating approximately $9.5 million in proceeds to the Company. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In July 2018, the Financial Accounting Standards Board issued Accounting Standards Updates 2018-10 Codification Improvements to Topic 842, Leases and 2018-11 Leases (Topic 842). Update 2018-10 Codification Improvements to Topic 842 represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Some of the amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the Codification. The adoption of this guidance is not expected to have a material impact on the Company’s results of operation, financial position or disclosures. Update 2018-11 Leases (Topic 842) provides entities with an additional (and optional) transition method to adopt the new lease requirements by allowing entities to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which the entity adopts the new lease requirements would continue to be in accordance with current GAAP (Topic 840). An entity electing this additional (and optional) transition method must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840. The amendments do not change the existing disclosure requirements in Topic 840. The adoption of this guidance is not expected to have a material impact on the Company’s results of operation, financial position or disclosures. In June 2018, the Financial Accounting Standards Board issued Accounting Standards Update 2018-07 Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The requirements of Topic 718 should be applied to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The adoption of this guidance is not expected to have a material impact on the Company’s results of operation, financial position or disclosures. In February 2016, the FASB issued guidance to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Previous lease accounting was criticized for failing to meet the needs of users of financial statements because it did not always provide a faithful representation of leasing transactions. In particular, it did not require lessees to recognize assets and liabilities arising from operating leases on the balance sheet. The guidance is effective for annual and interim periods beginning after December 15, 2018. The adoption of this guidance is not expected to have a material impact on the Company’s results of operation, financial position or disclosures. There are no additional accounting pronouncements issued or effective during the three and nine months ended September 30, 2018 that have had, or are expected to have, a material impact on our financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US 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, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The principal areas of estimation reflected in the financial statements are anticipated milestone payments, stock based compensation, valuation of warrants, accounting for clinical trial costs, and income tax valuation allowance. |
Stock-Based Payment Arrangements | Stock-Based Payment Arrangements Generally, all forms of stock-based payments, including stock option grants, warrants, and restricted stock grants are measured at their fair value on the awards’ grant date typically using a Black-Scholes pricing model. Stock-based compensation awards issued to non-employees for services rendered are recorded at the fair value of the stock-based payment. The expense resulting from stock-based payments are recorded in research and development expense or general and administrative expense in the statement of operations, depending on the nature of the services provided. Stock-based payment expense is recorded over the requisite service period in which the grantee provides services to us. To the extent the stock option grants, warrants, or restricted stock grants do not vest at the grant date they are subject to forfeiture. |
Stock-Based Compensation | Stock-Based Compensation US GAAP requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values as of the grant date. Stock-based compensation expense is recorded over the requisite service period in which the grantee provides services to us, to the extent the options do not vest at the grant date and are subject to forfeiture. For performance-based awards that do not include market-based conditions, we record share-based compensation expense only when the performance-based milestone is deemed probable of achievement. We utilize both quantitative and qualitative criteria to judge whether milestones are probable of achievement. For awards with market-based performance conditions, we recognize the grant-date fair value of the award over the derived service period regardless of whether the underlying performance condition is met. |
Net Loss Per Share | Net Loss Per Share During all periods presented, the Company had securities outstanding that could potentially dilute basic earnings per share in the future but were excluded from the computation of diluted net loss per share, as their effect would have been antidilutive because the Company reported a net loss for all periods presented. Basic and diluted net loss per share amounts are the same for the periods presented. Net loss per share is computed using the weighted average number of shares of common stock outstanding. |
Revenue Recognition | Revenue Recognition The Company does not currently generate revenue from its business. |
Concentrations | Concentrations Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash accounts in commercial banks, which may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. As of September 30, 2018, the uninsured portion of this balance was $13,561,418. As of December 31, 2017, the uninsured portion of this balance was $5,916,143. |
Warrant [Member] | |
Warrants | Warrants The Company used the Black Scholes Option Pricing Model in calculating the relative fair value of any warrants that have been issued. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation Expense Recognized | The Company recognized stock-based compensation on all employee and non-employee awards as follows: For the Three Months Ended September 30, 2018 For the Three Months Ended September 30, 2017 For the Nine Months Ended September 30, 2018 For the Nine Months Ended September 30, 2017 Research and development $ 73,463 $ (15,593 ) $ 91,511 $ (3,336 ) General and administrative 574,839 143,033 781,421 425,542 Total Stock based compensation $ 648,302 $ 127,440 $ 872,932 $ 422,206 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Warrants And Rights Note Disclosure [Abstract] | |
Summary of Warrant Activity | A summary of warrant activity for the year ended December 31, 2017 and the nine months ended September 30, 2018 is as follows: Warrants Weighted Average Price Balance - December 31, 2016 17,559 $ 1.50 Granted 2,177,425 3.10 Exercised — — Expired (17,559 ) 1.50 Balance - December 31, 2017 2,177,425 3.10 Granted 14,700,000 1.06 Exercised — — Expired — — Balance - September 30, 2018 16,877,425 $ 1.32 |
Summary of Warrants Outstanding | The warrants outstanding as of September 30, 2018 are as follows: Exercise Price Warrants Outstanding Expiration Date $ 3.10 48,387 9/19/2022 $ 3.10 462,106 5/10/2024 $ 3.10 602,414 7/25/2024 $ 3.10 1,064,518 11/8/2024 $ 2.00 900,000 4/10/2023 $ 1.00 13,800,000 7/17/2025 16,877,425 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||||
Revenues | $ 0 | ||||
Net loss | $ 2,757,835 | $ 2,067,230 | 7,158,521 | $ 5,270,792 | |
Cash used in operations | 6,101,876 | $ 5,005,050 | |||
Accumulated deficit | $ 108,617,988 | $ 108,617,988 | $ 101,400,797 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Detail) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Uninsured portion of cash balance | $ 13,561,418 | $ 5,916,143 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-based Compensation Expense Recognized (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total Stock based compensation | $ 648,302 | $ 127,440 | $ 872,932 | $ 422,206 |
Research and Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total Stock based compensation | 73,463 | (15,593) | 91,511 | (3,336) |
General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total Stock based compensation | $ 574,839 | $ 143,033 | $ 781,421 | $ 425,542 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) | Sep. 27, 2018 | Jun. 22, 2018 | Jun. 22, 2017 | Feb. 09, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||||
Number of stock options outstanding | 1,813,633 | 1,813,633 | |||||||||
Shares available for future issuance | 195,617 | 195,617 | |||||||||
Plan [Member] | |||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||||
Number of additional shares authorized for issuance under an established share-based compensation plan | 1,500,000 | ||||||||||
Aggregate number of shares authorized | 2,250,000 | ||||||||||
Maximum number of shares per individual per calendar year | 1,000,000 | ||||||||||
Stock option awards | 1,425,000 | 0 | 1,553,000 | 105,600 | |||||||
Weighted-average grant date fair value | $ 0.72 | $ 0 | $ 0.79 | $ 3.60 | |||||||
Stock options vested | 1,028,852 | ||||||||||
Stock options forfeited | 1,500 | ||||||||||
Number of stock options, exercised | 0 | ||||||||||
Plan [Member] | Non-employee Directors [Member] | |||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||||
Stock option awards | 125,000 | 14,000 | 14,000 | ||||||||
Exercise price | $ 0.73 | $ 1.52 | $ 3.70 | ||||||||
Annual retainer amount for the threshold of stock precluded from selling | $ 270,000 | ||||||||||
Plan [Member] | Non-employee Directors [Member] | Restricted Stock [Member] | |||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||||
Restricted shares awarded to each non-employee director | 4,000 | 4,000 | |||||||||
Restricted shares vest in each quarter end | 1,000 | 1,000 | 1,000 | 1,000 | |||||||
Restricted shares vesting rights | Under the Plan, of which, 1,000 restricted shares vested at the end of each calendar quarter in 2017. | ||||||||||
Plan [Member] | Chief Executive Officer [Member] | |||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||||
Stock option awards | 400,000 | ||||||||||
Exercise price | $ 0.73 | ||||||||||
Plan [Member] | Chief Financial Officer [Member] | |||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||||
Stock option awards | 250,000 | ||||||||||
Exercise price | $ 0.73 | ||||||||||
Plan [Member] | Senior Vice President [Member] | |||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||||
Stock option awards | 220,000 | ||||||||||
Exercise price | $ 0.73 | ||||||||||
Plan [Member] | Management [Member] | |||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||||
Stock option awards | 62,000 | 45,500 | |||||||||
Exercise price | $ 1.52 | $ 3.70 | |||||||||
Plan [Member] | Staff [Member] | |||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||||
Stock option awards | 10,000 | 4,100 | |||||||||
Exercise price | $ 1.52 | $ 3.70 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | Jul. 17, 2018 | Apr. 06, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Class of Warrant or Right [Line Items] | ||||
Warrant exercise price | $ 2 | |||
Shares of common stock callable by warrants issued | 13,800,000 | |||
Warrants issued | 13,800,000 | 900,000 | 14,700,000 | 2,177,425 |
Common stock issued, offering price per share | $ 2 | |||
Common stock issued during period | 900,000 | |||
Warrant exercisable period | 6 months | |||
Warrant expiration period | 5 years | |||
Capital Unit, Class A [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Share price per unit | $ 1 | |||
Number of common stock consist in each unit | 1 | |||
Number of warrant consist in each unit | 1 | |||
Warrant to purchase of common stock, share | 1 | |||
Common stock warrants term | 7 years | |||
Warrant exercise price | $ 1 | |||
Capital Unit, Class B [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Share price per unit | $ 1 | |||
Number of warrant consist in each unit | 1 | |||
Warrant to purchase of common stock, share | 1 | |||
Common stock warrants term | 7 years | |||
Warrant exercise price | $ 1 | |||
Capital Unit, Class B [Member] | Series D Preferred Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of preferred stock consist in each unit | 1 | |||
Shares of common stock callable by warrants issued | 1 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Detail) - $ / shares | Jul. 17, 2018 | Apr. 06, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Class of Warrant or Right [Line Items] | ||||
Warrants, Beginning balance | 2,177,425 | 17,559 | ||
Warrants, Granted | 13,800,000 | 900,000 | 14,700,000 | 2,177,425 |
Warrants, Exercised | 0 | 0 | ||
Warrants, Expired | (17,559) | |||
Warrants, Ending balance | 16,877,425 | 2,177,425 | ||
Weighted Average Price, Granted | $ 2 | |||
Weighted Average Price, Ending balance | $ 2 | |||
Weighted Average [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Weighted Average Price, Beginning balance | $ 3.10 | $ 1.50 | ||
Weighted Average Price, Granted | 1.06 | 3.10 | ||
Weighted Average Price, Exercised | 0 | 0 | ||
Weighted Average Price, Expired | 1.50 | |||
Weighted Average Price, Ending balance | $ 1.32 | $ 3.10 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Outstanding (Detail) - $ / shares | 9 Months Ended | |||
Sep. 30, 2018 | Apr. 06, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | ||||
Exercise Price | $ 2 | |||
Warrants Outstanding | 16,877,425 | 2,177,425 | 17,559 | |
Class One [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price | $ 3.10 | |||
Warrants Outstanding | 48,387 | |||
Expiration Date | Sep. 19, 2022 | |||
Class Two [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price | $ 3.10 | |||
Warrants Outstanding | 462,106 | |||
Expiration Date | May 10, 2024 | |||
Class Three [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price | $ 3.10 | |||
Warrants Outstanding | 602,414 | |||
Expiration Date | Jul. 25, 2024 | |||
Class Four [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price | $ 3.10 | |||
Warrants Outstanding | 1,064,518 | |||
Expiration Date | Nov. 8, 2024 | |||
Class Five [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price | $ 2 | |||
Warrants Outstanding | 900,000 | |||
Expiration Date | Apr. 10, 2023 | |||
Class Six [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price | $ 1 | |||
Warrants Outstanding | 13,800,000 | |||
Expiration Date | Jul. 17, 2025 |
Short-Term Notes Payable - Addi
Short-Term Notes Payable - Additional Information (Detail) - USD ($) | Jul. 24, 2018 | Mar. 10, 2018 | Jul. 24, 2017 | Mar. 10, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Short-term Debt [Line Items] | ||||||
Short term notes payable for financing insurance policies | $ 190,407 | $ 80,478 | ||||
Product Liability Insurance Financing [Member] | Short Term Note Payable [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument face amount | $ 28,915 | $ 31,985 | ||||
Interest rate on short-term note | 5.09% | 6.18% | ||||
Principal and interest first required payment date | Apr. 10, 2018 | Apr. 10, 2017 | ||||
Short-term notes payable amortization period | 11 months | 10 months | ||||
Final payment date of short-term note payable | Feb. 10, 2019 | Jan. 2, 2018 | ||||
Directors' and Officers' Liability Insurance Financing [Member] | Short Term Note Payable [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument face amount | $ 215,575 | $ 140,062 | ||||
Interest rate on short-term note | 5.24% | 5.09% | ||||
Principal and interest first required payment date | Aug. 24, 2018 | Aug. 24, 2017 | ||||
Short-term notes payable amortization period | 11 months | 11 months | ||||
Final payment date of short-term note payable | Jun. 25, 2019 | Jun. 25, 2018 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | ||
Nov. 30, 2017USD ($) | Oct. 31, 2017 | Oct. 31, 2016USD ($) | Sep. 30, 2018USD ($)Milestone | |
UFRF License Agreement [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Company's obligation to pay from percentage of selling price of product | 5.00% | |||
Company's obligation to pay from all revenue received from sublicenses | 22.00% | |||
One-time commercialization fee monthly amount for calculation | $ 5,000 | |||
Post-commercialization minimum royalty payments | 50,000 | |||
One-time additional royalty payment would be due when total cumulative royalties paid to UFRF exceed amount | $ 2,000,000 | |||
One-time additional payment to UFRF as a percentage of total royalties due to UFRF | 10.00% | |||
Minimum annual maintenance payment on license agreement | $ 10,000 | |||
Quarterly maintenance payment to UFRF under installment plan | $ 2,500 | |||
Termination notice period | 90 days | |||
Texas A and M University License [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Company's obligation to pay from percentage of selling price of product | 5.00% | |||
Post-commercialization minimum royalty payments | $ 100,000 | |||
Initial payment to Texas A&M | 5,000 | |||
Minimum consideration for the continuation of the license agreement | $ 15,000 | |||
Number of milestones achieved | Milestone | 0 | |||
Texas A and M University License [Member] | Phase 1 Clinical Trial [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Date of milestone achievement under licensing agreement with Texas A&M | Jun. 1, 2019 | |||
Milestone payment under licensing agreement | $ 50,000 | |||
Texas A and M University License [Member] | Phase 2 Clinical Trial [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Date of milestone achievement under licensing agreement with Texas A&M | Jun. 1, 2022 | |||
Milestone payment under licensing agreement | $ 100,000 | |||
Texas A and M University License [Member] | Phase 3 Clinical Trial [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Date of milestone achievement under licensing agreement with Texas A&M | Jun. 1, 2025 | |||
Milestone payment under licensing agreement | $ 150,000 | |||
Texas A and M University License [Member] | Sale Of Licensed Technology [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Date of milestone achievement under licensing agreement with Texas A&M | Jun. 1, 2026 | |||
Milestone payment under licensing agreement | $ 400,000 | |||
Texas A and M University License [Member] | Amendment [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Minimum consideration for the continuation of the license agreement | $ 25,000 | |||
Texas A and M University License [Member] | Minimum [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Company's obligation to pay from percentage of selling price of product | 2.00% | |||
Lantibiotic ECC [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Company's obligation to pay from percentage of selling price of product | 10.00% | |||
Company's obligation to pay from all revenue received from sublicenses | 25.00% | 25.00% | ||
Number of milestones achieved | Milestone | 0 | |||
Royalty rate based on percentage of net sales | 10.00% | |||
Lantibiotic ECC [Member] | Scenario, Previously Reported [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Company's obligation to pay from all revenue received from sublicenses | 50.00% | |||
Royalty rate based on percentage of product profit | 25.00% | |||
Lantibiotic ECC [Member] | New Drug Application [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Milestone payment under licensing agreement | $ 25,000,000 | |||
Milestone measurement period | 6 months | |||
Lantibiotic ECC [Member] | Regulatory Approval Application Milestone Event [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Milestone payment under licensing agreement | $ 25,000,000 | |||
Milestone measurement period | 6 months | |||
Lantibiotic ECC [Member] | New Indication Milestone Event [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Milestone payment under licensing agreement | $ 5,000,000 | |||
Milestone measurement period | 6 months | |||
Lantibiotic ECC [Member] | New Product Milestone Event [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Milestone payment under licensing agreement | $ 5,000,000 | |||
Milestone measurement period | 6 months | |||
Lantibiotic ECC [Member] | Minimum [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Advancement expended amount for lantibiotic program | $ 1,200,000 | |||
Oral Mucositis ECC [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Company's obligation to pay from percentage of selling price of product | 12.00% | |||
Company's obligation to pay from all revenue received from sublicenses | 25.00% | 25.00% | ||
Number of milestones achieved | Milestone | 0 | |||
Oral Mucositis ECC [Member] | Scenario, Previously Reported [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Company's obligation to pay from all revenue received from sublicenses | 50.00% | |||
Oral Mucositis ECC [Member] | Regulatory Approval Application Milestone Event [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Milestone payment under licensing agreement | $ 27,500,000 | |||
Milestone measurement period | 6 months | |||
Oral Mucositis ECC [Member] | New Indication Milestone Event [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Milestone payment under licensing agreement | $ 5,000,000 | |||
Milestone measurement period | 6 months | |||
Oral Mucositis ECC [Member] | New Product Milestone Event [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Milestone payment under licensing agreement | $ 5,000,000 | |||
Milestone measurement period | 6 months | |||
Oral Mucositis ECC [Member] | New Product Application [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Milestone payment under licensing agreement | $ 27,500,000 | |||
Milestone measurement period | 6 months | |||
Oral Mucositis ECC [Member] | Maximum [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Maturity of interest bearing promissory note | 12 months |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Nov. 13, 2018 | Dec. 31, 2017 | |
Intrexon [Member] | Oral Mucositis and Lantibiotic Exclusive Channel Collaboration Agreements [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Cash paid to Intrexon Corporation | $ 134,883 | $ 0 | $ 294,116 | $ 524,620 | ||
Accounts payable and accrued expenses | $ 149,591 | $ 149,591 | $ 39,457 | |||
Principal Owner [Member] | Intrexon [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of outstanding common stock | 8.30% | 31.40% | 8.30% | 31.40% | ||
Principal Owner [Member] | Intrexon [Member] | Subsequent Event [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of outstanding common stock | 5.20% |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) | May 10, 2019 | Aug. 01, 2018shares | Jul. 17, 2018USD ($)$ / sharesshares | Jun. 22, 2018shares | Apr. 06, 2018$ / sharesshares | Mar. 09, 2018shares | Jan. 25, 2018shares | Jan. 08, 2018$ / sharesshares | Nov. 08, 2017USD ($)$ / sharesshares | Jul. 25, 2017USD ($)$ / sharesshares | May 10, 2017USD ($)Investor$ / sharesshares | Feb. 09, 2017shares | Sep. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2017$ / sharesshares | Sep. 30, 2017shares | Jun. 30, 2017shares | Mar. 31, 2017shares | Sep. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2017$ / sharesshares | Jan. 19, 2018shares | Jan. 18, 2018shares | Jan. 31, 2017shares |
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of authorized shares of all classes of our capital stock | 120,000,000 | |||||||||||||||||||||
Common stock, shares authorized | 45,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 45,000,000 | 100,000,000 | |||||||||||||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Stock issued during period shares reverse stock splits ratio | 0.1 | |||||||||||||||||||||
Effective date of common stock split | Jan. 19, 2018 | |||||||||||||||||||||
Common stock, shares outstanding | 18,419,135 | 4,928,335 | 18,419,135 | 4,928,335 | 4,900,000 | |||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||||||||
Fractional share from reverse stock split | 0 | |||||||||||||||||||||
Warrants granted | 13,800,000 | 900,000 | 14,700,000 | 2,177,425 | ||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 0.001 | |||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2 | |||||||||||||||||||||
Common stock issued during period | 900,000 | |||||||||||||||||||||
Common stock issued, offering price per share | $ / shares | $ 2 | |||||||||||||||||||||
Term of warrants | 5 years | |||||||||||||||||||||
Non-exercisable term of warrants | 6 months | |||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 2 | |||||||||||||||||||||
Shares of common stock callable by warrants issued | 13,800,000 | |||||||||||||||||||||
Net proceeds from public offering | $ | $ 12,400,000 | |||||||||||||||||||||
Proceeds from public offering | $ | $ 13,800,000 | |||||||||||||||||||||
Number of accredited investors | Investor | 3 | |||||||||||||||||||||
Increase decrease in common stock | 4.99% | |||||||||||||||||||||
Notice Period | 61 days | |||||||||||||||||||||
Underwriter [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrants granted | 1,800,000 | |||||||||||||||||||||
Common stock issued during period | 1,800,000 | |||||||||||||||||||||
Intrexon [Member] | Unsecured Non-convertible Promissory Note [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Debt instrument, face amount | $ | $ 2,400,000 | |||||||||||||||||||||
Debt instrument, accrued interest | $ | $ 3,400,000 | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Increase decrease in common stock | 9.99% | |||||||||||||||||||||
Non-employee Directors [Member] | 2012 Equity Incentive Plan [Member] | Restricted Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Restricted shares awarded to each non-employee director | 4,000 | 4,000 | ||||||||||||||||||||
Restricted shares vest in each quarter end | 1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock issued during period | 4,436,000 | |||||||||||||||||||||
Share price per unit | $ / shares | $ 3 | |||||||||||||||||||||
Proceeds from public offering | $ | $ 2,300,000 | |||||||||||||||||||||
Partial consideration for acquisition of certain services | 12,500 | |||||||||||||||||||||
Conversion price | $ / shares | $ 1 | |||||||||||||||||||||
Trading period | 30 days | |||||||||||||||||||||
Average trading volume for measurement | $ | $ 175,000 | |||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Proceeds from public offering | $ | 6,500,000 | |||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Total preferred stock issued | 9,364,000 | |||||||||||||||||||||
Proceeds from public offering | $ | 5,000,000 | |||||||||||||||||||||
Deemed dividend on Series D preferred stock | $ | $ 1,412,041 | $ 1,412,041 | ||||||||||||||||||||
Convertible into shares of common stock | 7,868,000 | 7,868,000 | ||||||||||||||||||||
Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares of preferred stock converted | 2,583,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Total preferred stock issued | 258,300 | |||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, shares authorized | 12,000,000 | |||||||||||||||||||||
Convertible into shares of common stock | 1,200,001 | |||||||||||||||||||||
Fixed conversion price | $ / shares | $ 2.50 | |||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||||||||
Voting rights | No voting rights | |||||||||||||||||||||
Series A Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Gross proceed of preferred stock | $ | $ 3,000,000 | |||||||||||||||||||||
Series A Preferred Stock [Member] | Preferred Stock Issued Upon Initial Closing [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Term of warrants | 7 years | |||||||||||||||||||||
Non-exercisable term of warrants | 6 months | |||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 3.10 | |||||||||||||||||||||
Shares of common stock callable by warrants issued | 462,106 | |||||||||||||||||||||
Gross proceed of preferred stock | $ | $ 1,302,000 | |||||||||||||||||||||
Series A Preferred Stock [Member] | Preferred Stock Issued Upon Second Closing [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Term of warrants | 7 years | |||||||||||||||||||||
Non-exercisable term of warrants | 6 months | |||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 3.10 | |||||||||||||||||||||
Shares of common stock callable by warrants issued | 602,414 | |||||||||||||||||||||
Gross proceed of preferred stock | $ | $ 1,698,000 | |||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, shares authorized | 6,600,000 | |||||||||||||||||||||
Convertible into shares of common stock | 1,320,002 | |||||||||||||||||||||
Fixed conversion price | $ / shares | $ 2.50 | |||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||||||||
Voting rights | No voting rights | |||||||||||||||||||||
Convertible preferred stock, terms of conversion | Conversion of one share of Series B Preferred Stock into two shares of Common Stock. | |||||||||||||||||||||
Series B Preferred Stock [Member] | Private Placement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Gross proceed of preferred stock | $ | $ 3,300,000 | |||||||||||||||||||||
Series B Preferred Stock [Member] | Fall 17 Warrant [Member] | Private Placement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 3.10 | |||||||||||||||||||||
Shares of common stock callable by warrants issued | 1,064,518 | |||||||||||||||||||||
Term of warrants | 7 years | |||||||||||||||||||||
Non-exercisable term of warrants | 6 months | |||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, shares authorized | 1,000 | |||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||||||||
Preferred stock dividend rate | 12.00% | |||||||||||||||||||||
Preferred stock issued as dividend | 1.733 | |||||||||||||||||||||
Series C Preferred Stock [Member] | Scenario, Forecast [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock dividend rate | 20.00% | |||||||||||||||||||||
Series C Preferred Stock [Member] | Intrexon [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Total preferred stock issued | 100 | |||||||||||||||||||||
Scenario, Previously Reported [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 450,000,000 | |||||||||||||||||||||
Common stock, shares outstanding | 49,000,000 | |||||||||||||||||||||
Amendment [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of authorized shares of all classes of our capital stock | 270,000,000 | |||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 250,000,000 | ||||||||||||||||||||
Amendment Two [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 450,000,000 | 450,000,000 | ||||||||||||||||||||
Capital Unit, Class A [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Share price per unit | $ / shares | $ 1 | |||||||||||||||||||||
Number of common stock consist in each unit | 1 | |||||||||||||||||||||
Common stock warrants term | 7 years | |||||||||||||||||||||
Number of warrant consist in each unit | 1 | |||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 1 | |||||||||||||||||||||
Capital Unit, Class B [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Share price per unit | $ / shares | $ 1 | |||||||||||||||||||||
Common stock warrants term | 7 years | |||||||||||||||||||||
Number of warrant consist in each unit | 1 | |||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 1 | |||||||||||||||||||||
Capital Unit, Class B [Member] | Series D Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of preferred stock consist in each unit | 1 | |||||||||||||||||||||
Shares of common stock callable by warrants issued | 1 | |||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Nov. 13, 2018 | Jul. 17, 2018 | Sep. 30, 2018 |
Subsequent Event [Line Items] | |||
Proceeds from warrants issued in connection with Preferred Stock exercised for cash | $ 13.8 | ||
Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from warrants issued in connection with Preferred Stock exercised for cash | $ 6.5 | ||
Series D Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of common shares issued upon conversion of Preferred Stock | 9,364,000 | ||
Proceeds from warrants issued in connection with Preferred Stock exercised for cash | $ 5 | ||
Convertible into shares of common stock | 7,868,000 | ||
Series D Preferred Stock [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number of common shares issued upon conversion of Preferred Stock | 1,496,000 | ||
Class of warrants exercised | 9,505,500 | ||
Convertible into shares of common stock | 1,496,000 | ||
Series D Preferred Stock [Member] | Subsequent Event [Member] | Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from warrants issued in connection with Preferred Stock exercised for cash | $ 9.5 |