Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | Trovagene, Inc. | |
Entity Central Index Key | 1,213,037 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 17,688,773 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 18,485,950 | $ 8,225,764 |
Short-term investment | 31,500 | 0 |
Accounts receivable and unbilled receivable | 124,082 | 77,095 |
Prepaid expenses and other current assets | 1,001,840 | 1,165,828 |
Total current assets | 19,643,372 | 9,468,687 |
Property and equipment, net | 1,803,921 | 2,426,312 |
Other assets | 320,749 | 389,942 |
Total Assets | 21,768,042 | 12,284,941 |
Current liabilities: | ||
Accounts payable | 565,413 | 825,244 |
Accrued expenses | 2,303,366 | 1,454,587 |
Deferred rent, current portion | 349,565 | 334,424 |
Current portion of long-term debt | 0 | 1,331,515 |
Total current liabilities | 3,218,344 | 3,945,770 |
Derivative financial instruments—warrants | 67,847 | 649,387 |
Deferred rent, net of current portion | 1,004,689 | 1,183,677 |
Total Liabilities | 4,290,880 | 5,778,834 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized; 277,100 designated as Series A Convertible Preferred Stock; 60,600 shares outstanding at June 30, 2018 and December 31, 2017 with liquidation preference of $606,000 at June 30, 2018 and December 31, 2017; 8,860 designated as Series B Convertible Preferred Stock; 5,650 and 0 shares outstanding at June 30, 2018 and December 31, 2017, respectively | 66 | 60 |
Common stock, $0.0001 par value, 150,000,000 shares authorized; 17,305,004 and 4,399,299 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 7,173 | 5,279 |
Additional paid-in capital | 201,720,972 | 179,546,954 |
Accumulated deficit | (184,251,049) | (173,046,186) |
Total stockholders’ equity | 17,477,162 | 6,506,107 |
Total liabilities and stockholders’ equity | $ 21,768,042 | $ 12,284,941 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 17,305,004 | 4,399,299 |
Common stock, shares outstanding (in shares) | 17,305,004 | 4,399,299 |
Series A Convertible Preferred Stock | ||
Preferred stock, shares authorized (in shares) | 277,100 | 277,100 |
Preferred stock, shares outstanding (in shares) | 60,600 | 60,600 |
Series A Convertible Preferred Stock, liquidation preference (in dollars) | $ 606,000 | $ 606,000 |
Series B Convertible Preferred Stock | ||
Preferred stock, shares authorized (in shares) | 8,860 | 8,860 |
Preferred stock, shares outstanding (in shares) | 5,650 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Royalties | $ 52,423 | $ 44,810 | $ 101,478 | $ 110,636 |
Diagnostic services | 39,345 | 55,501 | 79,347 | 84,363 |
Clinical research services | 20,045 | 1,700 | 31,124 | 2,050 |
Total revenues | 111,813 | 102,011 | 211,949 | 197,049 |
Costs and expenses: | ||||
Cost of revenues | 204,436 | 338,203 | 570,780 | 954,629 |
Research and development | 1,952,767 | 981,715 | 3,836,605 | 5,261,545 |
Selling, general and administrative | 2,150,871 | 4,674,152 | 4,655,848 | 8,278,776 |
Restructuring charges (benefit) | 243,335 | (3,806) | 243,335 | 1,715,998 |
Total operating expenses | 4,551,409 | 5,990,264 | 9,306,568 | 16,210,948 |
Loss from operations | (4,439,596) | (5,888,253) | (9,094,619) | (16,013,899) |
Net interest income (expense) | 35,277 | (431,871) | 32,812 | (861,268) |
Gain (loss) from change in fair value of derivative financial instruments—warrants | 711,229 | (71,428) | 581,540 | 484,078 |
Gain (loss) on extinguishment of debt | 17,974 | (1,655,825) | 17,974 | (1,655,825) |
Other (loss) income, net | (71,839) | 1,566 | (70,839) | 1,566 |
Net loss | (3,746,955) | (8,045,811) | (8,533,132) | (18,045,348) |
Preferred stock dividend payable on Series A Convertible Preferred Stock | (6,060) | (6,060) | (12,120) | (12,120) |
Deemed Dividend Related To Beneficial Conversion Feature Of Preferred Stock | 2,769,533 | 0 | 2,769,533 | 0 |
Net loss attributable to common stockholders | $ (6,522,548) | $ (8,051,871) | $ (11,314,785) | $ (18,057,468) |
Net loss per common share - basic (in USD per share) | $ (0.88) | $ (3.12) | $ (1.88) | $ (7) |
Net loss per common share - diluted (in USD per share) | $ (0.88) | $ (3.12) | $ (1.88) | $ (7) |
Weighted-average shares outstanding — basic (in shares) | 7,423,463 | 2,582,645 | 6,026,345 | 2,581,372 |
Weighted-average shares outstanding — diluted (in shares) | 7,423,463 | 2,582,645 | 6,026,345 | 2,581,372 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Statement - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (3,746,955) | $ (8,045,811) | $ (8,533,132) | $ (18,045,348) |
Other comprehensive income (loss): | ||||
Foreign currency translation loss | 0 | (9,543) | 0 | (11,942) |
Unrealized gain or reversal of previous losses on securities available-for-sale | 0 | 9,519 | 0 | 9,065 |
Total other comprehensive loss | 0 | (24) | 0 | (2,877) |
Total comprehensive loss | (3,746,955) | (8,045,835) | (8,533,132) | (18,048,225) |
Preferred stock dividend payable on Series A Convertible Preferred Stock | 6,060 | 6,060 | 12,120 | 12,120 |
Deemed Dividend Related To Beneficial Conversion Feature Of Preferred Stock | 2,769,533 | 0 | 2,769,533 | 0 |
Comprehensive loss attributable to common stockholders | $ (6,522,548) | $ (8,051,895) | $ (11,314,785) | $ (18,060,345) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating activities | ||
Net loss | $ (8,533,132) | $ (18,045,348) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on disposal of assets | 198,099 | 28,097 |
Impairment loss | 187,500 | 485,000 |
Depreciation and amortization | 483,495 | 645,962 |
Stock based compensation expense | 1,627,431 | 1,696,184 |
(Gain) loss on extinguishment of debt | (17,974) | 1,655,825 |
Accretion of final fee premium | 0 | 293,614 |
Amortization of discount on debt | 0 | 113,780 |
Net realized loss on short-term investments | 0 | 6,400 |
Amortization of premiums on short-term investments | 0 | 9,230 |
Deferred rent | (163,847) | (136,776) |
Interest income accrued on short-term investments | 0 | (90,330) |
Change in fair value of derivative financial instruments—warrants | (581,540) | (484,078) |
Changes in operating assets and liabilities: | ||
Increase in other assets | (199,743) | 0 |
Decrease (increase) in accounts receivable and unbilled receivable | 62,935 | (56,985) |
Decrease in prepaid expenses and other current assets | 191,321 | 243,571 |
Increase in accounts payable and accrued expenses | 638,701 | 280,520 |
Net cash used in operating activities | (6,106,754) | (13,355,334) |
Investing activities: | ||
Capital expenditures, net | (5,100) | (20,738) |
Maturities of short-term investments | 0 | 16,431,837 |
Purchases of short-term investments | (31,500) | (8,804,604) |
Sales of short-term investments | 0 | 16,434,553 |
Net cash (used in) provided by investing activities | (36,600) | 24,041,048 |
Financing activities: | ||
Proceeds from sales of common stock and warrants, net of expenses | 11,779,525 | 106,791 |
Proceeds from sales of Series B Convertible Preferred Stock, net of expenses | 4,386,762 | 0 |
Proceeds from exercise of warrants | 1,612,667 | 0 |
Payment upon debt extinguishment | (175,381) | (1,613,067) |
Repayments of long-term debt | 0 | (15,000,000) |
Repayments of equipment line of credit | (1,200,033) | (313,052) |
Net cash provided by (used in) financing activities | 16,403,540 | (16,819,328) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 2,411 |
Net change in cash and cash equivalents | 10,260,186 | (6,131,203) |
Cash and cash equivalents—Beginning of period | 8,225,764 | 13,915,094 |
Cash and cash equivalents—End of period | 18,485,950 | 7,783,891 |
Supplementary disclosure of cash flow activity: | ||
Cash paid for taxes | 800 | 800 |
Cash paid for interest | 22,482 | 629,952 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Preferred stock dividend payable on Series A Convertible Preferred Stock | 12,120 | 12,120 |
Deemed Dividend Related To Beneficial Conversion Feature Of Preferred Stock | 2,769,533 | 0 |
Conversion of Stock, Amount Issued | $ 321 | $ 0 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Statement - 6 months ended Jun. 30, 2018 - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, January 1, 2018 (in shares) at Dec. 31, 2017 | 60,600 | 4,399,299 | |||
Balance, January 1, 2018 at Dec. 31, 2017 | $ 6,506,107 | $ 60 | $ 5,279 | $ 179,546,954 | $ (173,046,186) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 1,627,431 | 1,627,431 | |||
Sale of common stock and warrants, net of expenses ( in shares) | 9,140,000 | ||||
Sale of common stock and warrants, net of expenses | 11,779,525 | $ 914 | 11,778,611 | ||
Sale of Series B Convertible Preferred Stock, net of expenses (in shares) | 8,860 | 12,905,705 | |||
Sale of Series B Convertible Preferred Stock, net of expenses | 4,386,762 | $ 9 | 4,386,753 | ||
Beneficial Conversion Feature For Issuance Of Series B Convertible Preferred Stock | (2,769,533) | 2,769,533 | |||
Issuance of common stock upon exercise of warrants (in shares) | 473,497 | ||||
Issuance of common stock upon exercise of warrants | $ 569 | 1,612,098 | |||
Issuance of common stock upon exercise of warrants, net | 1,612,667 | ||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 75,400 | ||||
Issuance of common stock upon vesting of restricted stock units | $ 90 | (90) | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,210 | 3,210,000 | |||
Issuance of common stock upon conversion of Series B Convertible Preferred Stock | $ (3) | $ 321 | (318) | ||
Preferred stock dividend payable on Series A Convertible Preferred Stock | (12,120) | (12,120) | |||
Issuance of common stock for share rounding as a result of reverse stock split (in shares) | 6,808 | ||||
Cumulative adjustment upon adoption of ASC 606 | 109,922 | 109,922 | |||
Net loss | (8,533,132) | (8,533,132) | |||
Balance, June 30, 2018 (in shares) at Jun. 30, 2018 | 66,250 | 17,305,004 | |||
Balance, June 30, 2018 at Jun. 30, 2018 | $ 17,477,162 | $ 66 | $ 7,173 | $ 201,720,972 | $ (184,251,049) |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Business Organization and Overview Trovagene, Inc. (“Trovagene” or the “Company”) headquartered in San Diego, California, is a clinical-stage, oncology therapeutics company, using a precision medicine strategy to develop drugs that target mitosis (cell division) to treat various types of cancer, including leukemias/lymphomas and solid tumors. Trovagene’s lead drug candidate, PCM-075, is a Polo-like Kinase 1 (“PLK1”) highly-selective adenosine triphosphate (“ATP”) competitive inhibitor. PCM-075 has shown preclinical antitumor activity as a single agent and synergy in combination with numerous different chemotherapeutics, including cisplatin, cytarabine, doxorubicin, gemcitabine and paclitaxel, as well as targeted therapies, such as abiraterone acetate (Zytiga ® ), histone deacetylase (“HDAC”) inhibitors, such as belinostat (Beleodaq ® ), Quizartinib (AC220), a development stage FLT3 inhibitor, and bortezomib (Velcade ® ). These therapeutics are used clinically for the treatment of many leukemias/lymphomas and solid tumor cancers, including Acute Myeloid Leukemia (“AML”), Non-Hodgkin Lymphoma (“NHL”), metastatic Castration-Resistant Prostate Cancer (“mCRPC”), Adrenocortical Carcinoma (“ACC”), and Triple Negative Breast Cancer (“TNBC”). PCM-075 was developed to have high selectivity to PLK1 (at low nanomolar IC 50 levels), to be administered orally, and to have a relatively short drug half-life of approximately 24 hours compared to other pan PLK inhibitors. A safety study of PCM-075 has been successfully completed in patients with advanced metastatic solid tumors and published in 2017 in Investigational New Drugs . The Company has two active Investigational New Drug (“INDs”) applications in place with the U.S. Food and Drug Administration (“FDA”) for PCM-075, allowing the Company to pursue clinical development in leukemias/lymphomas and solid tumor cancers. Trovagene continues to focus on advancing its two active clinical trials with PCM-075. The Company is currently enrolling a Phase 1b/2 open-label clinical trial of PCM-075 in combination with standard-of-care chemotherapy in patients with AML. The Phase 1b/2 clinical trial is being led by Hematologist Jorge Eduardo Cortes, M.D., Deputy Department Chair, Department of Leukemia, Division of Cancer Medicine, the University of Texas MD Anderson Cancer Center. Nine clinical trial sites across the U.S. are currently participating in this trial. In addition, the Company is recruiting patients for its Phase 2 open-label clinical trial of PCM-075 in combination with abiraterone acetate (Zytiga ® ) and prednisone in patients with mCRPC. This trial is being led by Dr. David Einstein at the Genitourinary Oncology Program at Beth Israel Deaconess Medical Center (“BIDMC”) and Harvard Medical School and, in addition to BIDMC, this trial is being conducted at Dana Farber Cancer Institute (“DFCI”) and Massachusetts General Hospital (“MGH”). Trovagene’s intellectual property and proprietary technology enables the Company to analyze circulating tumor DNA (“ctDNA”) and clinically actionable markers to identify patients most likely to respond to specific cancer therapies. The Company plans to continue to vertically integrate its biomarker strategy with the development of targeted cancer therapeutics. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of Trovagene, which include all accounts of its wholly owned subsidiary, Trovagene, Srl (dissolved in October 2017), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”) related to a quarterly report on Form 10-Q. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the Company’s financial position and the results of its operations and cash flows for the periods presented. The unaudited condensed balance sheet at December 31, 2017 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by GAAP for annual financial statements. The operating results presented in these unaudited interim condensed consolidated financial statements are not necessarily indicative of the results that may be expected for any future periods. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2017 included in the Company’s annual report on Form 10-K filed with the SEC on February 26, 2018. The Company made a reverse split of its common stock, $0.0001 par value, at a ratio of 1 for 12 , effective June 1, 2018. All share and per share information in the unaudited condensed consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the reverse stock split for all periods presented. Liquidity Trovagene’s condensed consolidated financial statements as of June 30, 2018 have been prepared under the assumption that Trovagene will continue as a going concern, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. The Company has incurred net losses since its inception and has negative operating cash flows. Considering the Company’s current cash resources, including the net proceeds received from the offering of its equity securities in June 2018, management believes the Company’s existing resources will be sufficient to fund the Company’s planned operations through June 2019. On April 6, 2018, the Company paid off the outstanding Loan and Security Agreement (“Equipment Line of Credit”) entered in November 2015 to Silicon Valley Bank (“SVB”). Based on its current business plan and assumptions, the Company expects to continue to incur significant losses and require significant additional capital to further advance its clinical trial programs and support its other operations. The Company has based its cash sufficiency estimates on its current business plan and its assumptions that may prove to be wrong. The Company could utilize its available capital resources sooner than it currently expects, and it could need additional funding to sustain its operations even sooner than currently anticipated. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. For the foreseeable future, the Company’s ability to continue its operations is dependent upon its ability to obtain additional capital. The Company cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that the Company can raise additional funds by issuing equity securities, the Company’s stockholders may experience significant dilution. If the Company is unable to raise additional capital when required or on acceptable terms, it may have to significantly delay, scale back or discontinue the development and/or commercialization of one or more of its product candidates, all of which would have a material adverse impact on the Company’s operations. The Company may also be required to: • Seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; and • Relinquish licenses or otherwise dispose of rights to technologies, product candidates or products that the Company would otherwise seek to develop or commercialize themselves, on unfavorable terms. The Company is evaluating the following options to raise additional capital, increase revenue, as well as reduce costs, in an effort to strengthen its liquidity position: • Raising capital through public and private equity offerings; • Introducing operation and business development initiatives to bring in new revenue streams; • Reducing operating costs by identifying internal synergies; and • Engaging in strategic partnerships. As of July 31, 2018, the Company has received approximately $1.6 million upon exercise of 5,681,667 warrants in connection with the December 2017 public offering. The Company continually assesses its spending plans to effectively and efficiently address its liquidity needs. NASDAQ Notice On September 5, 2017, the Company received a written notice from the NASDAQ Stock Market LLC (“NASDAQ”) that it was not in compliance with NASDAQ Listing Rule 5550(a)(2) for continued listing on the NASDAQ Capital Market, as the minimum bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until March 5, 2018, to regain compliance with the minimum bid price requirement. On March 6, 2018, the NASDAQ Capital Market informed the Company that it is eligible for an additional 180 calendar day period until September 4, 2018 to regain compliance with the minimum $1.00 bid price per share requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for at least ten consecutive business days during this 180 calendar day period. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies During the six months ended June 30, 2018 , there have been no changes to the Company’s significant accounting policies as described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 , except as described below. Revenue Recognition The Company recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration it expects to receive from its customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. For sales-based royalties, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Royalty and License Revenues The Company licenses and sublicenses its patent rights to healthcare companies, medical laboratories and biotechnology partners. These agreements may involve multiple elements such as license fees, royalties and milestone payments. Revenue is recognized when the criteria described above have been met as well as the following: • Up-front nonrefundable license fees pursuant to agreements under which the Company has no continuing performance obligations are recognized as revenues on the effective date of the agreement and when collection is reasonably assured. • Minimum royalties are recognized as earned, and royalties are earned based on the licensee’s use. The Company estimates and records licensee’s sales based on historical usage rate and collectability. Diagnostic Service Revenues Revenue for clinical laboratory tests may come from several sources, including commercial third-party payors, such as insurance companies and health maintenance organizations, government payors, such as Medicare and Medicaid in the United States, patient self-pay and, in some cases, from hospitals or referring laboratories who, in turn, might bill third-party payors for testing. This revenue stream does not meet the criteria for contracts with a customer under ASC 606 because it is not probable that the Company will collect substantially all the consideration to which it will be entitled in exchange for the goods and services transferred, nor can it reliably determine the expected transaction price. Therefore, the Company is recognizing diagnostic service revenue on the cash collection basis until such time as it is able to properly estimate collections on third party reimbursements. Clinical Research Revenue Revenue from clinical research consists of revenue from the sale of urine and blood collection supplies and tests performed under agreements with our clinical research and business development partners. Revenue is recognized when supplies and/or test results are delivered, which is when control of the product is deemed to be transferred. Restructuring Restructuring costs are included in loss from operations in the consolidated statements of operations. The Company has accounted for these costs in accordance with ASC Topic 420, Exit or Disposal Cost Obligations . One-time termination benefits are recorded at the time they are communicated to the affected employees. In March 2017, the Company announced a restructuring plan which was completed as of December 31, 2017. In May 2018, the Company closed its Clinical Laboratory Improvement Amendments (“CLIA”) - certified laboratory operations. Costs associated with winding down the CLIA laboratory were recorded in the restructuring cost in the June 30, 2018 financial statements. See Note 9 to the consolidated financial statements for further information. Net Loss Per Share Basic and diluted net loss per share is presented in conformity with ASC Topic 260, Earnings per Share , for all periods presented. In accordance with this guidance, basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. Preferred dividends are included in income available to common stockholders in the computation of basic and diluted earnings per share. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common share equivalents outstanding for the period. Common share equivalents are only included when their effect is dilutive. The following table sets forth the computation of basic and diluted earnings per share: Three Months Six Months 2018 2017 2018 2017 Numerator: Net loss attributable to common shareholders $ (6,522,548 ) $ (8,051,871 ) $ (11,314,785 ) $ (18,057,468 ) Adjustment for gain from change in fair value of derivative financial instruments — warrants — — — — Net loss used for diluted loss per share $ (6,522,548 ) $ (8,051,871 ) $ (11,314,785 ) $ (18,057,468 ) Denominator for basic and diluted net loss per share: Weighted-average shares used to compute basic loss per share 7,423,463 2,582,645 6,026,345 2,581,372 Adjustments to reflect assumed exercise of warrants — — — — Weighted-average shares used to compute diluted net loss per share 7,423,463 2,582,645 6,026,345 2,581,372 Net loss per share attributable to common stockholders: Basic $ (0.88 ) $ (3.12 ) $ (1.88 ) $ (7.00 ) Diluted $ (0.88 ) $ (3.12 ) $ (1.88 ) $ (7.00 ) The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their effect was anti-dilutive: June 30, 2018 2017 Options to purchase Common Stock 540,998 299,096 Warrants to purchase Common Stock 22,189,533 360,740 Restricted Stock Units 12,401 121,025 Series A Convertible Preferred Stock 5,261 5,261 Series B Convertible Preferred Stock 5,650,000 — 28,398,193 786,122 Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for most leases. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The new standard will impact the Company’s accounting for its office leases and the Company is currently evaluating the impact of the new standard on its consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents the Company’s assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of June 30, 2018 and December 31, 2017 : Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Money market fund (1) $ 18,469,871 $ — $ — $ 18,469,871 Total Assets $ 18,469,871 $ — $ — $ 18,469,871 Liabilities: Derivative financial instruments — warrants $ — $ — $ 67,847 $ 67,847 Total Liabilities $ — $ — $ 67,847 $ 67,847 Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Money market fund (1) $ 8,309,964 $ — $ — $ 8,309,964 Total Assets $ 8,309,964 $ — $ — $ 8,309,964 Liabilities: Derivative financial instruments — warrants $ — $ — $ 649,387 $ 649,387 Total Liabilities $ — $ — $ 649,387 $ 649,387 (1) Included as a component of cash and cash equivalents on the accompanying condensed consolidated balance sheets. The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the six months ended June 30, 2018 : Description Balance at Realized (gains) or losses Balance at Derivative financial instruments — warrants $ 649,387 $ (581,540 ) $ 67,847 The change in the fair value of the “derivative financial instruments—warrants” is recorded as a gain or loss in the Company’s consolidated statement of operations. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, the Company reviews the assets and liabilities that are subject to ASC Topic 815-40 and ASC Topic 480-10. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments that trade infrequently and therefore have little or no price transparency are classified as Level 3. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consist of the following: As of June 30, As of December 31, Furniture and office equipment $ 1,072,156 $ 1,076,709 Leasehold improvements 1,994,514 1,994,514 Laboratory equipment 912,940 1,426,581 3,979,610 4,497,804 Less—accumulated depreciation and amortization (2,175,689 ) (2,071,492 ) Property and equipment, net $ 1,803,921 $ 2,426,312 |
Equipment Line of Credit
Equipment Line of Credit | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Equipment Line of Credit | Equipment Line of Credit In November 2015, the Company entered into a Loan and Security Agreement (“Equipment Line of Credit”) with SVB that provided for cash borrowings for equipment (“Equipment Advances”) of up to $2.0 million , secured by the equipment financed. Under the terms of the agreement, interest is equal to 1.25% above the Prime Rate. Interest only payments were due on borrowings through November 30, 2016, with both interest and principal payments commencing in December 2016. All unpaid principal and interest on each Equipment Advance will be due on November 1, 2019. The Company has an obligation to make a final payment equal to 7% of total amounts borrowed at the loan maturity date. The Company is also subject to certain affirmative and negative covenants under the Equipment Line of Credit. On June 20, 2017, the Company received a Notice of Event of Default (“Default Letter”) from SVB which stated that Events of Default had occurred and SVB will decide in its sole discretion whether or not to exercise rights and remedies. On April 6, 2018, the Company paid approximately $1,100,000 to SVB. This payment repaid the outstanding Equipment Line of Credit loan in full. The Company recorded $25,161 in interest expense related to the Equipment Line of Credit during the six months ended June 30, 2018 . |
Derivative Financial Instrument
Derivative Financial Instruments - Warrants | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments - Warrants | Derivative Financial Instruments — Warrants Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”) or ASC Topic 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”), Trovagene determined that certain warrants issued in connection with the execution of certain equity financings must be recorded as derivative liabilities. In accordance with ASC 815-40 and ASC 480-10, the warrants are also being re-measured at each balance sheet date based on estimated fair value, and any resultant change in fair value is being recorded in the Company’s condensed consolidated statements of operations. The Company estimates the fair value of these warrants using the Black-Scholes option pricing model. The range of assumptions used to determine the fair value of the warrants valued using the Black-Scholes option pricing model during the periods indicated was: Six Months Ended June 30, 2018 2017 Estimated fair value of Trovagene common stock 0.77-4.20 13.80-15.12 Expected warrant term 0.5-5.1 years 1.5-1.8 years Risk-free interest rate 1.76-2.71% 1.27-1.38% Expected volatility 91-131% 98-109% Dividend yield 0 % 0 % Expected volatility is based on historical volatility of Trovagene’s common stock. The warrants have a transferability provision and based on guidance provided in Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment (“SAB No. 107”) , for instruments issued with such a provision, Trovagene used the remaining contractual term as the expected term of the warrants. The risk-free rate is based on the U.S. Treasury security rates consistent with the expected remaining term of the warrants at each balance sheet date. The following table sets forth the components of changes in the Company’s derivative financial instruments — warrants liability balance, valued using the Black-Scholes option pricing method, for the periods indicated. Date Description Number of Warrants Derivative Instrument Liability December 31, 2017 Balance of derivative financial instruments — warrants liability 467,584 $ 649,387 Change in fair value of derivative financial instruments — warrants during the period recognized as a gain in the condensed consolidated statements of operations — (581,540 ) June 30, 2018 Balance of derivative financial instruments — warrants liability 467,584 $ 67,847 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock During the six months ended June 30, 2018 , the Company issued a total of 12,905,705 shares of Common Stock. The Company received gross proceeds of approximately $18.0 million from the sale of 9,140,000 shares of its common stock, 20,700,000 warrants, and 8,860 shares of Series B Convertible Preferred Stock through an underwritten public offering in June 2018. 473,497 shares were issued upon exercise of warrants for a weighted-average price of $3.41 . 75,400 shares were issued upon vesting of restricted stock units (“RSUs”) and 3,210,000 shares were issued upon conversion of 3,210 shares of Series B Convertible Preferred Stock. In addition, 6,808 shares were issued for share rounding as a result of the reverse stock split. Stock Options Stock-based compensation expense related to Trovagene equity awards have been recognized in operating results as follow: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Included in research and development expense $ 111,812 $ 206,463 $ 507,521 $ 578,663 Included in cost of revenue (9,143 ) 15,209 30,488 41,365 Included in selling, general and administrative expense 118,631 600,069 1,089,422 1,201,378 Benefit from restructuring — (46,356 ) — (125,222 ) Total stock-based compensation expense $ 221,300 $ 775,385 $ 1,627,431 $ 1,696,184 The unrecognized compensation cost related to non-vested stock options outstanding at June 30, 2018 and 2017 , net of expected forfeitures, was $650,165 and $3,456,979 , respectively, which is expected to be recognized over a weighted-average remaining vesting period of 1.4 and 2.5 years , respectively. The weighted-average remaining contractual term of outstanding options as of June 30, 2018 was approximately 7.8 years . The total fair value of stock options vested during the six months ended June 30, 2018 and 2017 was $1,246,260 and $2,796,924 , respectively. The estimated fair value of stock option awards was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions during the following periods indicated: Six Months Ended June 30, 2018 2017 (1) Risk-free interest rate 2.43 % — % Dividend yield 0 % 0 % Expected volatility 90.32 % — % Expected term 5.2 years 0.0 years (1) No options granted during the six months ended June 30, 2017. A summary of stock option activity and changes in stock options outstanding is presented below: Total Options Weighted-Average Exercise Price Per Share Intrinsic Value Balance outstanding, December 31, 2017 374,251 $ 48.52 $ — Granted 263,077 $ 3.60 Canceled / Forfeited (95,121 ) $ 50.17 Expired (1,209 ) $ 36.00 Balance outstanding, June 30, 2018 540,998 $ 26.41 $ — Exercisable at June 30, 2018 402,488 $ 31.04 $ — On May 30, 2018, the number of authorized shares in the Trovagene 2014 Equity Incentive Plan (“2014 EIP”) was increased from 791,667 to 1,458,334 . As of June 30, 2018 there were 801,939 shares available for issuance under the 2014 EIP. Restricted Stock Units There were no RSUs granted during the six months ended June 30, 2018 . The weighted-average grant date fair value of the RSUs was $19.08 per share during the six months ended June 30, 2017 . A summary of the RSU activity is presented below: Number of Shares Weighted-Average Grant Date Fair Value Per Share Intrinsic Value Non-vested RSUs outstanding, December 31, 2017 106,200 $ 17.22 $ 391,878 Vested (75,400 ) $ 14.21 $ 266,491 Forfeited (18,399 ) $ 24.60 Non-vested RSUs outstanding, June 30, 2018 12,401 $ 24.60 $ 9,549 At June 30, 2018 and 2017 , total unrecognized compensation cost related to non-vested RSUs were $220,482 and $1,310,838 , both of which are expected to be recognized over a weighted-average period of 2.5 years , respectively. The total fair value of vested RSUs during the six months ended June 30, 2018 and 2017 were $1,071,069 and $1,097,880 , respectively. Warrants A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications is presented below: Total Warrants (1) Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (1) Balance outstanding, December 31, 2017 1,936,641 $ 11.34 4.4 Granted 20,700,000 $ 1.10 Exercised (447,108 ) $ 3.60 Balance outstanding, June 30, 2018 22,189,533 $ 1.94 4.9 (1) Excluded the pre-funded warrants to purchase 26,389 shares of common stock at a nominal exercise price of $0.12 per share. The pre-funded warrants were exercised in full during the six months ended June 30, 2018 . Series B Convertible Preferred Stock On June 12, 2018, the Company closed an underwritten public offering for total gross proceeds of $18.0 million . The securities offered by the Company consisted of (i) 9,140,000 shares of common stock, at an offering price of $1.00 per share, (ii) warrants to purchase an aggregate of 20,700,000 shares of common stock, including the over-allotment option for 2,700,000 option warrants, at an exercise price of $1.10 per share, and (iii) 8,860 shares of Series B Convertible Preferred Stock, with a stated value of $1,000 , and convertible into an aggregate of 8,860,000 shares of common stock. The conversion feature of the Series B Convertible Preferred Stock at the time of issuance was determined to be beneficial on commitment date. Because the Series B Convertible Preferred Stock is perpetual with no stated maturity date, and the conversions may occur any time from inception, the Company immediately recorded a one-time, non-cash deemed dividend of $2.8 million related to the beneficial conversion feature arising from the issuance of Series B Convertible Preferred Stock. This one-time, non-cash deemed dividend increased the Company’s net loss attributable to common stockholders and net loss per share. The holders of Series B Convertible Preferred Stock are entitled to receive dividends on an as-if-converted-to-Common-Stock basis when, as and if such dividends are paid on shares of the Common Stock. Each share of Series B Convertible Preferred Stock shall entitle the holder to vote on an as-if-converted-to-Common-Stock basis (not exceeding the Beneficial Ownership Limitation). Upon any liquidation, dissolution or winding-up of the Company, the holders of Series B Convertible Preferred Stock are entitled to participate on an as-if-converted-to-Common Stock basis (without giving effect to the Beneficial Ownership Limitation) with holders of the Common Stock in any distribution of assets of the Company. Each share of Series B Convertible Preferred Stock is convertible at the option of the holder into that number of shares of Common Stock determined by dividing the stated value of $1,000 per share, by the conversion price of $1.00 per share. As of June 30, 2018 and 2017 , there were 5,650 and 0 shares of Series B Convertible Preferred Stock outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Executive and Consulting Agreements The Company has longer-term contractual commitments with various consultants and employees. Certain employment agreements provide for severance payments. Lease Agreements The Company leases approximately 26,100 square feet of office and laboratory space at a monthly rental rate of approximately $68,000 . The lease will expire on December 31, 2021. The Company currently subleases certain office space and records the rental receipt under the subleases as a reduction of its rent expense. Research and Development and Clinical Trial Agreements In March 2017, the Company entered into a license agreement with Nerviano Medical Sciences S.r.l. (“Nerviano”) which granted the Company development and commercialization rights to NMS-1286937, which Trovagene refers to as PCM-075. PCM-075 is an oral, investigative drug and a highly-selective adenosine triphosphate competitive inhibitor of the serine/threonine PLK 1. The Company plans to develop PCM-075 in patients with leukemias/lymphomas and solid tumor cancers. Upon execution of the agreement, the Company paid $2.0 million in license fees which were expensed to research and development costs. Under the agreement, the Company is committed to pay $1.0 million for services provided by Nerviano, such as the costs to manufacture drug product, no later than June 30, 2019. As of June 30, 2018 , approximately $366,000 has been paid for services provided. Terms of the agreement also provide for the Company to pay royalties based on certain development and sales milestones. The Company is a party to various agreements under which it licenses technology on an exclusive basis in the field of human diagnostics. License fees are generally calculated as a percentage of product revenues, with rates that vary by agreement. To date, payments have not been material. Litigation Trovagene does not believe that it has legal liabilities that are probable or reasonably possible that require either accrual or disclosure. From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in matters may arise from time to time that may harm the Company’s business. As of the date of this report, management believes that there are no claims against the Company, which it believes will result in a material adverse effect on the Company’s business or financial condition. |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges In May 2018, the Company closed its CLIA laboratory operations in order to streamline the Company’s business model. The loss recognized from disposition of CLIA laboratory was reported as restructuring charges, a component of operating loss, in the June 30, 2018 condensed consolidated financial statements. During the six months ended June 30, 2018, the Company recorded total restructuring charges of approximately $243,000 for CLIA laboratory disposal transactions, of which, approximately $187,000 was related to impairment loss on CLIA laboratory license and approximately $56,000 was related to loss on disposal of property and equipment and other non-capital assets. In March 2017, the Company announced a strategic restructuring plan in connection with the expansion of precision medicine therapeutics to its business. The restructuring plan included a reduction in force and was completed in the last quarter of 2017. Restructuring charges of approximately $1.7 million were incurred and have been included as a component of operating loss for the six months ended June 30, 2017. Of the total restructuring charges, approximately $1.2 million was related to termination of employees and an approximately $0.5 million charge related to impaired license fees. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Event On July 30, 2018, the Company entered into a Severance Agreement and Mutual Release (the “Agreement”) with William Welch, the Company’s former Chief Executive Officer, specifying the terms of Mr. Welch’s termination of service with the Company. Pursuant to the Agreement, Mr. Welch will be paid a lump sum of $350,000 less applicable federal, state and local tax withholdings on the eighth day after execution of the Agreement. The severance payment amount has been accrued within the condensed consolidated balance sheet as of June 30, 2018. The Agreement contains mutual releases on behalf of Mr. Welch and the Company. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration it expects to receive from its customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. For sales-based royalties, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Royalty and License Revenues The Company licenses and sublicenses its patent rights to healthcare companies, medical laboratories and biotechnology partners. These agreements may involve multiple elements such as license fees, royalties and milestone payments. Revenue is recognized when the criteria described above have been met as well as the following: • Up-front nonrefundable license fees pursuant to agreements under which the Company has no continuing performance obligations are recognized as revenues on the effective date of the agreement and when collection is reasonably assured. • Minimum royalties are recognized as earned, and royalties are earned based on the licensee’s use. The Company estimates and records licensee’s sales based on historical usage rate and collectability. Diagnostic Service Revenues Revenue for clinical laboratory tests may come from several sources, including commercial third-party payors, such as insurance companies and health maintenance organizations, government payors, such as Medicare and Medicaid in the United States, patient self-pay and, in some cases, from hospitals or referring laboratories who, in turn, might bill third-party payors for testing. This revenue stream does not meet the criteria for contracts with a customer under ASC 606 because it is not probable that the Company will collect substantially all the consideration to which it will be entitled in exchange for the goods and services transferred, nor can it reliably determine the expected transaction price. Therefore, the Company is recognizing diagnostic service revenue on the cash collection basis until such time as it is able to properly estimate collections on third party reimbursements. Clinical Research Revenue Revenue from clinical research consists of revenue from the sale of urine and blood collection supplies and tests performed under agreements with our clinical research and business development partners. Revenue is recognized when supplies and/or test results are delivered, which is when control of the product is deemed to be transferred. |
Restructuring | Restructuring Restructuring costs are included in loss from operations in the consolidated statements of operations. The Company has accounted for these costs in accordance with ASC Topic 420, Exit or Disposal Cost Obligations . One-time termination benefits are recorded at the time they are communicated to the affected employees. In March 2017, the Company announced a restructuring plan which was completed as of December 31, 2017. In May 2018, the Company closed its Clinical Laboratory Improvement Amendments (“CLIA”) - certified laboratory operations. Costs associated with winding down the CLIA laboratory were recorded in the restructuring cost in the June 30, 2018 financial statements. See Note 9 to the consolidated financial statements for further information. |
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss per share is presented in conformity with ASC Topic 260, Earnings per Share , for all periods presented. In accordance with this guidance, basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. Preferred dividends are included in income available to common stockholders in the computation of basic and diluted earnings per share. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common share equivalents outstanding for the period. Common share equivalents are only included when their effect is dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for most leases. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The new standard will impact the Company’s accounting for its office leases and the Company is currently evaluating the impact of the new standard on its consolidated financial statements. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Share | The following table sets forth the computation of basic and diluted earnings per share: Three Months Six Months 2018 2017 2018 2017 Numerator: Net loss attributable to common shareholders $ (6,522,548 ) $ (8,051,871 ) $ (11,314,785 ) $ (18,057,468 ) Adjustment for gain from change in fair value of derivative financial instruments — warrants — — — — Net loss used for diluted loss per share $ (6,522,548 ) $ (8,051,871 ) $ (11,314,785 ) $ (18,057,468 ) Denominator for basic and diluted net loss per share: Weighted-average shares used to compute basic loss per share 7,423,463 2,582,645 6,026,345 2,581,372 Adjustments to reflect assumed exercise of warrants — — — — Weighted-average shares used to compute diluted net loss per share 7,423,463 2,582,645 6,026,345 2,581,372 Net loss per share attributable to common stockholders: Basic $ (0.88 ) $ (3.12 ) $ (1.88 ) $ (7.00 ) Diluted $ (0.88 ) $ (3.12 ) $ (1.88 ) $ (7.00 ) |
Schedule of Antidilutive Securities Excluded from the Calculation of Diluted Net Loss per Share | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their effect was anti-dilutive: June 30, 2018 2017 Options to purchase Common Stock 540,998 299,096 Warrants to purchase Common Stock 22,189,533 360,740 Restricted Stock Units 12,401 121,025 Series A Convertible Preferred Stock 5,261 5,261 Series B Convertible Preferred Stock 5,650,000 — 28,398,193 786,122 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of the Company’s Assets and Liabilities that are Measured and Recognized at Fair Value on a Recurring Basis Classified Under the Appropriate Level of the Fair Value Hierarchy | The following table presents the Company’s assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of June 30, 2018 and December 31, 2017 : Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Money market fund (1) $ 18,469,871 $ — $ — $ 18,469,871 Total Assets $ 18,469,871 $ — $ — $ 18,469,871 Liabilities: Derivative financial instruments — warrants $ — $ — $ 67,847 $ 67,847 Total Liabilities $ — $ — $ 67,847 $ 67,847 Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Money market fund (1) $ 8,309,964 $ — $ — $ 8,309,964 Total Assets $ 8,309,964 $ — $ — $ 8,309,964 Liabilities: Derivative financial instruments — warrants $ — $ — $ 649,387 $ 649,387 Total Liabilities $ — $ — $ 649,387 $ 649,387 (1) Included as a component of cash and cash equivalents on the accompanying condensed consolidated balance sheets. |
Schedule of Changes in the Fair Value of the Company’s Level 3 Liabilities | The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the six months ended June 30, 2018 : Description Balance at Realized (gains) or losses Balance at Derivative financial instruments — warrants $ 649,387 $ (581,540 ) $ 67,847 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property and Equipment | Property and equipment consist of the following: As of June 30, As of December 31, Furniture and office equipment $ 1,072,156 $ 1,076,709 Leasehold improvements 1,994,514 1,994,514 Laboratory equipment 912,940 1,426,581 3,979,610 4,497,804 Less—accumulated depreciation and amortization (2,175,689 ) (2,071,492 ) Property and equipment, net $ 1,803,921 $ 2,426,312 |
Derivative Financial Instrume22
Derivative Financial Instruments - Warrants (Tables) - Black Scholes Option Pricing Method | 6 Months Ended |
Jun. 30, 2018 | |
Derivative financial instruments | |
Schedule of Assumptions Used to Determine the Fair Value of the Warrants | The range of assumptions used to determine the fair value of the warrants valued using the Black-Scholes option pricing model during the periods indicated was: Six Months Ended June 30, 2018 2017 Estimated fair value of Trovagene common stock 0.77-4.20 13.80-15.12 Expected warrant term 0.5-5.1 years 1.5-1.8 years Risk-free interest rate 1.76-2.71% 1.27-1.38% Expected volatility 91-131% 98-109% Dividend yield 0 % 0 % |
Schedule of Components of Changes in the Company’s Derivative Financial Instruments Liability Balance | The following table sets forth the components of changes in the Company’s derivative financial instruments — warrants liability balance, valued using the Black-Scholes option pricing method, for the periods indicated. Date Description Number of Warrants Derivative Instrument Liability December 31, 2017 Balance of derivative financial instruments — warrants liability 467,584 $ 649,387 Change in fair value of derivative financial instruments — warrants during the period recognized as a gain in the condensed consolidated statements of operations — (581,540 ) June 30, 2018 Balance of derivative financial instruments — warrants liability 467,584 $ 67,847 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense related to Trovagene equity awards have been recognized in operating results as follow: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Included in research and development expense $ 111,812 $ 206,463 $ 507,521 $ 578,663 Included in cost of revenue (9,143 ) 15,209 30,488 41,365 Included in selling, general and administrative expense 118,631 600,069 1,089,422 1,201,378 Benefit from restructuring — (46,356 ) — (125,222 ) Total stock-based compensation expense $ 221,300 $ 775,385 $ 1,627,431 $ 1,696,184 |
Schedule of Assumptions to Estimate Fair Value of Stock Option Awards | The estimated fair value of stock option awards was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions during the following periods indicated: Six Months Ended June 30, 2018 2017 (1) Risk-free interest rate 2.43 % — % Dividend yield 0 % 0 % Expected volatility 90.32 % — % Expected term 5.2 years 0.0 years (1) No options granted during the six months ended June 30, 2017. |
Summary of Stock Option Activity and of Changes in Stock Options Outstanding | A summary of stock option activity and changes in stock options outstanding is presented below: Total Options Weighted-Average Exercise Price Per Share Intrinsic Value Balance outstanding, December 31, 2017 374,251 $ 48.52 $ — Granted 263,077 $ 3.60 Canceled / Forfeited (95,121 ) $ 50.17 Expired (1,209 ) $ 36.00 Balance outstanding, June 30, 2018 540,998 $ 26.41 $ — Exercisable at June 30, 2018 402,488 $ 31.04 $ — |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the RSU activity is presented below: Number of Shares Weighted-Average Grant Date Fair Value Per Share Intrinsic Value Non-vested RSUs outstanding, December 31, 2017 106,200 $ 17.22 $ 391,878 Vested (75,400 ) $ 14.21 $ 266,491 Forfeited (18,399 ) $ 24.60 Non-vested RSUs outstanding, June 30, 2018 12,401 $ 24.60 $ 9,549 |
Summary of Warrant Activity and Changes in Warrants Outstanding | A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications is presented below: Total Warrants (1) Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (1) Balance outstanding, December 31, 2017 1,936,641 $ 11.34 4.4 Granted 20,700,000 $ 1.10 Exercised (447,108 ) $ 3.60 Balance outstanding, June 30, 2018 22,189,533 $ 1.94 4.9 (1) Excluded the pre-funded warrants to purchase 26,389 shares of common stock at a nominal exercise price of $0.12 per share. The pre-funded warrants were exercised in full during the six months ended June 30, 2018 . |
Organization and Basis of Pre24
Organization and Basis of Presentation (Details) | Jun. 01, 2018 | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Jul. 31, 2018USD ($)shares | Dec. 31, 2017$ / shares |
Subsequent Event [Line Items] | |||||
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Proceeds from exercise of warrants | $ | $ 1,612,667 | $ 0 | |||
Warrant exercised (in shares) | shares | 447,108 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Proceeds from exercise of warrants | $ | $ 1,600,000 | ||||
Common Stock | |||||
Subsequent Event [Line Items] | |||||
Stock split, ratio | 0.0833 | ||||
Common Stock | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Warrant exercised (in shares) | shares | 5,681,667 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||||
Numerator: Net loss attributable to common shareholders | $ (6,522,548) | $ (8,051,871) | $ (11,314,785) | $ (18,057,468) |
Adjustment for gain from change in fair value of derivative financial instruments—warrants | 0 | 0 | 0 | 0 |
Net loss used for diluted loss per share | $ (6,522,548) | $ (8,051,871) | $ (11,314,785) | $ (18,057,468) |
Denominator for basic and diluted net loss per share: | ||||
Weighted-average shares used to compute basic loss per share (in shares) | 7,423,463 | 2,582,645 | 6,026,345 | 2,581,372 |
Adjustments to reflect assumed exercise of warrants (in shares) | 0 | 0 | 0 | 0 |
Weighted-average shares used to compute diluted net loss per share (in shares) | 7,423,463 | 2,582,645 | 6,026,345 | 2,581,372 |
Net loss per share attributable to common stockholders: | ||||
Net loss per common share - basic (in USD per share) | $ (0.88) | $ (3.12) | $ (1.88) | $ (7) |
Net loss per common share - diluted (in USD per share) | $ (0.88) | $ (3.12) | $ (1.88) | $ (7) |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 28,398,193 | 786,122 |
Stock Option | ||
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 540,998 | 299,096 |
Warrants | ||
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 22,189,533 | 360,740 |
Restricted Stock Units (RSUs) | ||
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 12,401 | 121,025 |
Series A Preferred Stock | Convertible Preferred Stock | ||
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 5,261 | 5,261 |
Series B Preferred Stock | Convertible Preferred Stock | ||
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 5,650,000 | 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Liabilities: | ||
Derivative financial instruments—warrants | $ 67,847 | $ 649,387 |
Estimate of Fair Value Measurement [Member] | Recurring basis | ||
Assets: | ||
Money market fund | 18,469,871 | 8,309,964 |
Total Assets | 18,469,871 | 8,309,964 |
Liabilities: | ||
Derivative financial instruments—warrants | 67,847 | 649,387 |
Total Liabilities | 67,847 | 649,387 |
Estimate of Fair Value Measurement [Member] | Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | ||
Assets: | ||
Money market fund | 18,469,871 | 8,309,964 |
Total Assets | 18,469,871 | 8,309,964 |
Liabilities: | ||
Derivative financial instruments—warrants | 0 | 0 |
Total Liabilities | 0 | 0 |
Estimate of Fair Value Measurement [Member] | Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Money market fund | 0 | 0 |
Total Assets | 0 | 0 |
Liabilities: | ||
Derivative financial instruments—warrants | 0 | 0 |
Total Liabilities | 0 | 0 |
Estimate of Fair Value Measurement [Member] | Recurring basis | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Money market fund | 0 | 0 |
Total Assets | 0 | 0 |
Liabilities: | ||
Derivative financial instruments—warrants | 67,847 | 649,387 |
Total Liabilities | $ 67,847 | $ 649,387 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Level 3 Liabilities (Details) - Warrants | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Reconciliation of the beginning and ending balances | |
Balance at December 31, 2017 | $ 649,387 |
Realized (gains) or losses | (581,540) |
Balance at June 30, 2018 | $ 67,847 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Property, equipment and depreciation and amortization | ||
Property and equipment, gross | $ 3,979,610 | $ 4,497,804 |
Less—accumulated depreciation and amortization | (2,175,689) | (2,071,492) |
Property and equipment, net | 1,803,921 | 2,426,312 |
Furniture and office equipment | ||
Property, equipment and depreciation and amortization | ||
Property and equipment, gross | 1,072,156 | 1,076,709 |
Leasehold improvements | ||
Property, equipment and depreciation and amortization | ||
Property and equipment, gross | 1,994,514 | 1,994,514 |
Laboratory equipment | ||
Property, equipment and depreciation and amortization | ||
Property and equipment, gross | $ 912,940 | $ 1,426,581 |
Equipment Line of Credit (Detai
Equipment Line of Credit (Details) - Line of Credit - USD ($) | Apr. 06, 2018 | Nov. 30, 2015 | Jun. 30, 2018 |
Line of Credit Facility [Line Items] | |||
Line of credit borrowing capacity (up to) | $ 2,000,000 | ||
Final payment of total amounts borrowed, percentage | 7.00% | ||
Repayments of debt | $ 1,100,000 | ||
Interest expenses recorded | $ 25,161 | ||
Prime Rate | |||
Line of Credit Facility [Line Items] | |||
Interest above base rate | 1.25% |
Derivative Financial Instrume31
Derivative Financial Instruments - Warrants (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Changes in the Company's derivative financial instruments liability balance | ||||
Balance of warrants outstanding at the beginning of the period (in shares) | 1,936,641 | |||
Change in fair value of warrants during the period recognized as a gain in the condensed consolidated statement of operations | $ (711,229) | $ 71,428 | $ (581,540) | $ (484,078) |
Balance of warrants outstanding at the end of the period (in shares) | 22,189,533 | 22,189,533 | ||
Balance of derivative financial instruments liability at the beginning of the period | $ 649,387 | |||
Balance of derivative financial instruments liability at the end of the period | $ 67,847 | $ 67,847 | ||
Warrants | Black Scholes Option Pricing Method | ||||
Range of assumptions used to determine the fair value of warrants | ||||
Dividend yield (as a percent) | 0.00% | 0.00% | ||
Changes in the Company's derivative financial instruments liability balance | ||||
Balance of warrants outstanding at the beginning of the period (in shares) | 467,584 | |||
Change in fair value of warrants during the period recognized as a gain in the condensed consolidated statement of operations | $ 0 | |||
Balance of warrants outstanding at the end of the period (in shares) | 467,584 | 467,584 | ||
Balance of derivative financial instruments liability at the beginning of the period | $ 649,387 | |||
Balance of derivative financial instruments liability at the end of the period | $ 67,847 | $ 67,847 | ||
Warrants | Black Scholes Option Pricing Method | Minimum [Member] | ||||
Range of assumptions used to determine the fair value of warrants | ||||
Estimated fair value of Trovagene common stock (in dollars per share) | $ 0.77 | $ 13.80 | ||
Expected warrant term | 6 months | 1 year 6 months | ||
Risk-free interest rate | 1.76% | 1.27% | ||
Expected volatility (as a percent) | 91.00% | 98.00% | ||
Warrants | Black Scholes Option Pricing Method | Maximum [Member] | ||||
Range of assumptions used to determine the fair value of warrants | ||||
Estimated fair value of Trovagene common stock (in dollars per share) | $ 4.20 | $ 15.12 | ||
Expected warrant term | 5 years 1 month | 1 year 9 months 18 days | ||
Risk-free interest rate | 2.71% | 1.38% | ||
Expected volatility (as a percent) | 131.00% | 109.00% |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - USD ($) | Jun. 12, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Class of Stock [Line Items] | |||
Proceeds from sales of common stock and warrants, net of expenses | $ 11,779,525 | $ 106,791 | |
Warrants granted (in shares) | 20,700,000 | ||
Restricted Stock Units (RSUs) | |||
Class of Stock [Line Items] | |||
Restricted stock units issued during period (in shares) | 75,400 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Shares of common stock issued (in shares) | 12,905,705 | ||
Issuance of common stock upon exercise of warrants (in shares) | 473,497 | ||
Exercise price of warrants (in USD per share) | $ 3.41 | ||
Shares issued upon conversion (in shares) | 8,860,000 | 3,210,000 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,210,000 | ||
Issuance of common stock for share rounding as a result of reverse stock split (in shares) | 6,808 | ||
Series B Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,210 | ||
Underwriting Public Offering [Member] | |||
Class of Stock [Line Items] | |||
Proceeds from sales of common stock and warrants, net of expenses | $ 18,000,000 | ||
Warrants granted (in shares) | 20,700,000 | 20,700,000 | |
Exercise price of warrants (in USD per share) | $ 1.10 | ||
Underwriting Public Offering [Member] | Common Stock | |||
Class of Stock [Line Items] | |||
Shares of common stock issued (in shares) | 9,140,000 | 9,140,000 | |
Underwriting Public Offering [Member] | Series B Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares of common stock issued (in shares) | 8,860 | 8,860 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Stock-based compensation expense | ||||
Total stock based compensation expense | $ 221,300 | $ 775,385 | $ 1,627,431 | $ 1,696,184 |
Options vested, fair value | 1,246,260 | 2,796,924 | ||
Research and Development Expense | ||||
Stock-based compensation expense | ||||
Total stock based compensation expense | 111,812 | 206,463 | 507,521 | 578,663 |
Cost of Revenue | ||||
Stock-based compensation expense | ||||
Total stock based compensation expense | (9,143) | 15,209 | 30,488 | 41,365 |
Selling, general and administrative expense | ||||
Stock-based compensation expense | ||||
Total stock based compensation expense | 118,631 | 600,069 | 1,089,422 | 1,201,378 |
Restructuring Charges | ||||
Stock-based compensation expense | ||||
Total stock based compensation expense | 0 | (46,356) | 0 | (125,222) |
Stock Option | ||||
Stock-based compensation expense | ||||
Unrecognized compensation cost | $ 650,165 | $ 3,456,979 | $ 650,165 | $ 3,456,979 |
Weighted-average remaining vesting period for recognition | 1 year 5 months 12 days | 2 years 6 months 4 days | ||
Options outstanding, weighted average contractual life | 7 years 9 months 26 days |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | May 30, 2018 | May 29, 2018 | Dec. 31, 2017 | |
Stock Option | |||||
Weighted-average assumptions | |||||
Risk-free interest rate | 2.43% | 0.00% | |||
Dividend yield (as a percent) | 0.00% | 0.00% | |||
Expected volatility (as a percent) | 90.00% | 0.00% | |||
Expected term | 5 years 2 months 19 days | 0 years | |||
Number of Options | |||||
Balance outstanding at the beginning of the period (in shares) | 374,251 | ||||
Granted (in shares) | 263,077 | 0 | |||
Cancelled / Forfeited (in shares) | (95,121) | ||||
Expired (in shares) | (1,209) | ||||
Balance outstanding at the end of the period (in shares) | 540,998 | ||||
Vested and exercisable at the end of the period (in shares) | 402,488 | ||||
Weighted Average Exercise Price Per Share | |||||
Balance outstanding at the beginning of the period (in USD per share) | $ 48.52 | ||||
Granted (in USD per share) | 3.60 | ||||
Canceled / Forfeited (in USD per share) | 50.17 | ||||
Expired (in USD per share) | 36 | ||||
Balance outstanding at the end of the period (in USD per share) | 26.41 | ||||
Vested and exercisable at the end of the period (in USD per share) | $ 31.04 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | |||||
Options outstanding, intrinsic value | $ 0 | $ 0 | |||
Vested and exercisable at the end of the period, intrinsic value | $ 0 | ||||
2014 EIP | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | |||||
Authorized shares under the plan (in shares) | 1,458,334 | 791,667 | |||
Number of remaining shares available for issuance (in shares) | 801,939 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Number of Shares | |||
Non-vested at beginning of period (in shares) | 106,200 | ||
Granted (in shares) | 0 | ||
Vested (in shares) | (75,400) | ||
Forfeited (in shares) | (18,399) | ||
Non-vested at end of period (in shares) | 12,401 | ||
Weighted-Average Grant Date Fair Value Per Share | |||
Nonvested, weighted average grant date fair value at end of period (in USD per share) | $ 17.22 | ||
Granted, weighted average grant date fair value (in USD per share) | $ 19.08 | ||
Vested, weighted average grant date fair value (in USD per share) | 14.21 | ||
Forfeited (in USD per share) | 24.60 | ||
Nonvested, weighted average grant date fair value at end of period (in USD per share) | $ 24.60 | ||
Equity instruments other than options, aggregate intrinsic value, nonvested | $ 9,549 | $ 391,878 | |
Equity instruments other than options, aggregate intrinsic value, vested | 266,491 | ||
Share-based compensation cost not yet recognized | $ 220,482 | $ 1,310,838 | |
Weighted-average remaining vesting period for recognition | 2 years 6 months | ||
Equity instruments other than options, vested in period, fair value | $ 1,071,069 | $ 1,097,880 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Number of Warrants | ||
Balance of warrants outstanding at the beginning of the period (in shares) | 1,936,641 | |
Granted (in shares) | 20,700,000 | |
Exercised (in shares) | (447,108) | |
Balance of warrants outstanding at the end of the period (in shares) | 22,189,533 | 1,936,641 |
Weighted Average Exercise Price Per Share | ||
Weighted average exercise price of warrants at the beginning of the period (in USD per share) | $ 11.34 | |
Granted (in USD per share) | 1.10 | |
Exercised (in USD per share) | 3.60 | |
Weighted average exercise price of warrants at the end of the period (in USD per share) | $ 1.94 | $ 11.34 |
Term | ||
Weighted-Average Remaining Contractual Term (1) | 4 years 10 months 13 days | 4 years 4 months 21 days |
Pre-funded Warrant [Member] | Public Offering [Member] | ||
Number of Warrants | ||
Exercised (in shares) | (26,389) | |
Term | ||
Exercise price of warrants (in USD per share) | $ 0.12 |
Stockholders' Equity - Series B
Stockholders' Equity - Series B Convertible Preferred Stock (Details) - USD ($) | Jun. 12, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||||
Proceeds from sales of common stock and warrants, net of expenses | $ 11,779,525 | $ 106,791 | ||||
Warrants granted (in shares) | 20,700,000 | |||||
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Deemed Dividend Related To Beneficial Conversion Feature Of Preferred Stock | $ 2,769,533 | $ 0 | $ 2,769,533 | $ 0 | ||
Series B Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Deemed Dividend Related To Beneficial Conversion Feature Of Preferred Stock | $ 2,769,533 | |||||
Preferred stock, shares outstanding (in shares) | 5,650 | 5,650 | 0 | |||
Underwriting Public Offering [Member] | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from sales of common stock and warrants, net of expenses | $ 18,000,000 | |||||
Warrants granted (in shares) | 20,700,000 | 20,700,000 | ||||
Exercise price of warrants (in USD per share) | $ 1.10 | |||||
Over-Allotment Option | ||||||
Class of Stock [Line Items] | ||||||
Warrants granted (in shares) | 2,700,000 | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares of common stock issued (in shares) | 12,905,705 | |||||
Exercise price of warrants (in USD per share) | $ 3.41 | $ 3.41 | ||||
Shares issued upon conversion (in shares) | 8,860,000 | 3,210,000 | 3,210,000 | |||
Common Stock | Underwriting Public Offering [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares of common stock issued (in shares) | 9,140,000 | 9,140,000 | ||||
Conversion ratio | $ 1 | |||||
Common Stock | Underwriting Public Offering [Member] | Series B Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion ratio | $ 1,000 | |||||
Series B Convertible Preferred Stock | Underwriting Public Offering [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares of common stock issued (in shares) | 8,860 | 8,860 | ||||
Preferred stock, par value (in USD per share) | $ 1,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($)ft² | |
Commitments and Contingencies Disclosure [Abstract] | |
Area under lease (in square feet) | ft² | 26,100 |
Monthly rental rate | $ | $ 68 |
Commitments and Contingencies -
Commitments and Contingencies - Research and Development Agreements (Details) - Norviano $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Other Commitments [Line Items] | |
Other commitment | $ 1,000 |
Research and Development Arrangement | Research and Development Expense | |
Other Commitments [Line Items] | |
Research and development expense | 366 |
Licensing Agreements | |
Other Commitments [Line Items] | |
Research and development expense | $ 2,000 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges (benefit) | $ 243,335 | $ (3,806) | $ 243,335 | $ 1,715,998 |
Gain (loss) on disposal | 56,000 | |||
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges (benefit) | 1,200,000 | |||
Impaired Long-Lived Assets | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges (benefit) | $ 187,000 | $ 500,000 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Jul. 30, 2018USD ($) |
Chief Executive Officer | Employee Severance | Subsequent Event | |
Subsequent Event [Line Items] | |
Severance benefits | $ 350 |