Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 20, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Entity Registrant Name | Trovagene, Inc. | ||
Entity Central Index Key | 0001213037 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding (shares) | 10,209,587 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 13,552,560 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 10,195,292 | $ 11,453,133 |
Accounts receivable and unbilled receivable | 203,480 | 167,755 |
Prepaid expenses | 954,957 | 1,144,377 |
Total current assets | 11,353,729 | 12,765,265 |
Property and equipment, net | 877,823 | 1,304,433 |
Operating lease right-of-use assets | 697,418 | 0 |
Other assets | 157,576 | 102,798 |
Total Assets | 13,086,546 | 14,172,496 |
Current liabilities: | ||
Accounts payable | 656,304 | 664,840 |
Accrued liabilities | 3,260,061 | 1,771,842 |
Deferred rent | 0 | 486,636 |
Operating lease liabilities | 865,379 | 0 |
Total current liabilities | 4,781,744 | 2,923,318 |
Derivative financial instruments—warrants | 4,127 | 32,315 |
Operating lease liabilities, net of current portion | 860,963 | 0 |
Deferred rent, net of current portion | 0 | 1,090,671 |
Other liabilities | 128,368 | 42,000 |
Total liabilities | 5,775,202 | 4,088,304 |
Commitments and contingencies | ||
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 December 31, 2019 and December 31, 2018 with liquidation preference of $606,000 at December 31, 2019 and December 31, 2018; 8,860 designated as Series B Convertible Preferred Stock; 0 shares outstanding at December 31, 2019 and 2018, respectively; 200,000 designated as Series C Convertible Preferred Stock; 0 shares outstanding at December 31, 2019 and De | 60 | 60 |
Common stock, $0.0001 par value, 150,000,000 shares authorized; 8,593,633 and 3,831,879 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 8,312 | 7,742 |
Additional paid-in capital | 217,172,528 | 202,267,605 |
Service receivables | (971,673) | 0 |
Accumulated deficit | (208,897,883) | (192,191,215) |
Total stockholders’ equity | 7,311,344 | 10,084,192 |
Total Liabilities and Stockholders’ Equity | $ 13,086,546 | $ 14,172,496 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 8,593,633 | 3,831,879 |
Common stock, shares outstanding (in shares) | 8,593,633 | 3,831,879 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 10 | |
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 | $ 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) | 0 | 0 |
Series C Convertible Preferred Stock | ||
Preferred stock, shares authorized (in shares) | 200,000 | 200,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenues | $ 244,632 | $ 378,325 |
Costs and expenses: | ||
Cost of revenue | 0 | 597,457 |
Research and development | 11,162,236 | 8,164,011 |
Selling, general and administrative | 5,760,890 | 8,005,583 |
Restructuring charges | 0 | 664,686 |
Total operating expenses | 16,923,126 | 17,431,737 |
Loss from operations | (16,678,494) | (17,053,412) |
Interest income | 234,169 | 219,430 |
Interest expense | 0 | (25,409) |
Other gain (loss), net | 1,978 | (236,833) |
Gain on extinguishment of debt | 0 | 17,974 |
Gain from changes in fair value of derivative financial instruments—warrants | 28,188 | 617,072 |
Net loss | (16,414,159) | (16,461,178) |
Preferred stock dividend payable on Series A Convertible Preferred Stock | (24,240) | (24,240) |
Net loss attributable to common stockholders | $ (16,706,668) | $ (19,254,951) |
Net loss per common share - basic and diluted (in dollars per share) | $ (2.80) | $ (8.26) |
Weighted-average shares outstanding - basic and diluted (in shares) | 5,973,906 | 2,330,180 |
Royalties | ||
Royalties | $ 243,137 | $ 250,453 |
Services | ||
Services | 1,495 | 127,872 |
Series B Convertible Preferred Stock | ||
Costs and expenses: | ||
Deemed dividend recognized on beneficial conversion features of Convertible Preferred Stock issuance | 0 | (2,769,533) |
Series C Convertible Preferred Stock | ||
Costs and expenses: | ||
Deemed dividend recognized on beneficial conversion features of Convertible Preferred Stock issuance | $ (268,269) | $ 0 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Service Receivable | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2017 | 60,600 | 733,217 | ||||
Balance at Dec. 31, 2017 | $ 6,506,107 | $ 60 | $ 5,279 | $ 179,546,954 | $ 0 | $ (173,046,186) |
Increase (Decrease) in Stockholders' Equity | ||||||
Sale of common stock and warrants, net of expenses (in shares) | 1,523,333 | |||||
Sale of common stock and warrants, net of expenses | 11,779,525 | $ 914 | 11,778,611 | |||
Sale of stock, net of expenses (in shares) | 8,860 | |||||
Sale of Series B Convertible Preferred Stock, net of expenses | 4,386,762 | $ 9 | 4,386,753 | |||
Stock-based compensation | 2,174,627 | 2,174,627 | ||||
Issuance of common stock upon exercise of warrants (in shares) | 78,917 | |||||
Issuance of common stock upon exercise of warrants | 1,612,667 | $ 569 | 1,612,098 | |||
Issuance of common stock upon vesting of restricted stock awards (in shares) | 18,609 | |||||
Issuance of common stock upon vesting of restricted stock awards | 0 | $ 94 | (94) | |||
Deemed dividend recognized on beneficial conversion features of Series B Convertible Preferred Stock issuance | 0 | 2,769,533 | (2,769,533) | |||
Issuance of common stock upon conversion of Series B Convertible Preferred Stock (in shares) | (8,860) | 1,476,667 | ||||
Issuance of common stock upon conversion of Convertible Preferred Stock | 0 | $ (9) | $ 886 | (877) | ||
Preferred stock dividend payable on Series A Convertible Preferred Stock | (24,240) | (24,240) | ||||
Issuance of common stock for share rounding as a result of reverse stock split (in shares) | 1,136 | |||||
Cumulative effect of change in accounting principle related to revenue recognition | 109,922 | 109,922 | ||||
Net loss | (16,461,178) | (16,461,178) | ||||
Balance (in shares) at Dec. 31, 2018 | 60,600 | 3,831,879 | ||||
Balance at Dec. 31, 2018 | 10,084,192 | $ 60 | $ 7,742 | 202,267,605 | 0 | (192,191,215) |
Increase (Decrease) in Stockholders' Equity | ||||||
Sale of common stock and warrants, net of expenses (in shares) | 1,994,929 | |||||
Sale of common stock and warrants, net of expenses | $ 8,817,772 | $ 199 | 8,817,573 | |||
Sale of stock, net of expenses (in shares) | 1,994,929 | 4,761,754 | ||||
Stock-based compensation | $ 884,942 | 884,942 | ||||
Issuance of common stock upon exercise of warrants (in shares) | 2,221,635 | |||||
Issuance of common stock upon exercise of warrants | 3,299,510 | $ 223 | 3,299,287 | |||
Issuance of common stock upon vesting of restricted stock awards (in shares) | 22,057 | |||||
Issuance of common stock upon vesting of restricted stock awards | 0 | $ 5 | (5) | |||
Issuance of common stock upon conversion of Series B Convertible Preferred Stock (in shares) | (200,000) | 333,333 | ||||
Issuance of common stock upon conversion of Convertible Preferred Stock | 0 | $ (200) | $ 33 | 167 | ||
Preferred stock dividend payable on Series A Convertible Preferred Stock | (24,240) | (24,240) | ||||
Issuance of common stock for share rounding as a result of reverse stock split (in shares) | 6,466 | |||||
Net loss | (16,414,159) | (16,414,159) | ||||
Issuance of common stock, preferred stock and warrants for clinical trial funding commitment, net of expenses and discount (in shares) | 200,000 | 183,334 | ||||
Issuance of common stock, preferred stock and warrants for clinical trial funding commitment, net of expenses and discount | (40,000) | $ 200 | $ 110 | 1,634,690 | (1,675,000) | |
Deemed dividend recognized on beneficial conversion features of Series C Convertible Preferred Stock issuance | 0 | 268,269 | (268,269) | |||
Release of clinical trial funding commitment | 703,327 | 703,327 | ||||
Balance (in shares) at Dec. 31, 2019 | 60,600 | 8,593,633 | ||||
Balance at Dec. 31, 2019 | $ 7,311,344 | $ 60 | $ 8,312 | $ 217,172,528 | $ (971,673) | $ (208,897,883) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | ||
Net loss | $ (16,414,159) | $ (16,461,178) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on disposal of assets | 0 | 362,949 |
Impairment loss | 0 | 187,500 |
Depreciation and amortization | 494,232 | 859,487 |
Stock-based compensation expense | 884,943 | 2,174,627 |
Gain on extinguishment of debt | 0 | (17,974) |
Deferred rent | 0 | 59,206 |
Change in fair value of derivative financial instruments—warrants | (28,188) | (617,072) |
Release of clinical trial funding commitment | 703,327 | 0 |
Changes in operating assets and liabilities: | ||
Other assets | (54,778) | (23,755) |
Accounts receivable and unbilled receivable | (35,725) | 19,262 |
Prepaid expenses | 115,459 | 21,451 |
Operating lease right-of-use assets | 302,491 | 0 |
Accounts payable and accrued expenses | 1,455,336 | 214,484 |
Operating lease liabilities | (776,806) | 0 |
Other liabilities | 86,368 | 22,000 |
Net cash used in operating activities | (13,267,500) | (13,199,013) |
Investing activities | ||
Capital expenditures | (67,622) | (5,100) |
Proceeds from disposals of capital equipment | 0 | 27,942 |
Purchases of short-term investments | 0 | (31,500) |
Sales of short-term investments | 0 | 31,500 |
Net cash provided (used) by investing activities | (67,622) | 22,842 |
Financing activities | ||
Proceeds from sale of common stock and warrants, net of expenses of $158,678 and $1,336,123 respectively | 8,817,772 | 11,779,525 |
Proceeds from sales of Series B Convertible Preferred Stock, net of expenses of $0 and $497,617 respectively | 0 | 4,386,762 |
Costs related to the clinical trial funding commitment | (40,000) | 0 |
Proceeds from exercise of warrants | 3,299,509 | 1,612,667 |
Repayments under equipment line of credit | 0 | (1,200,033) |
Payment upon debt extinguishment | 0 | (175,381) |
Net cash provided by financing activities | 12,077,281 | 16,403,540 |
Net change in cash and cash equivalents | (1,257,841) | 3,227,369 |
Cash and cash equivalents—Beginning of period | 11,453,133 | 8,225,764 |
Cash and cash equivalents—End of period | 10,195,292 | 11,453,133 |
Supplementary disclosure of cash flow activity: | ||
Cash paid for taxes | 800 | 800 |
Cash paid for interest | 0 | 22,482 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Preferred stock dividend payable on Series A Convertible Preferred Stock | 24,240 | 24,240 |
Common stock, Series C Convertible Preferred Stock and warrants issued in connection with clinical trial funding commitment, net of discount of $235,640 | 1,675,000 | 0 |
Series B Convertible Preferred Stock | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Deemed dividend recognized on beneficial conversion features of convertible preferred stock | 0 | 2,769,533 |
Common stock issued upon conversion of Convertible Preferred Stock | 0 | 886 |
Series C Convertible Preferred Stock | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Deemed dividend recognized on beneficial conversion features of convertible preferred stock | 268,269 | 0 |
Common stock issued upon conversion of Convertible Preferred Stock | $ 33 | $ 0 |
Statements of Cash Flows (Paren
Statements of Cash Flows (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Discount of issuance of common stock, preferred stock and warrants for clinical trial funding commitment | $ 235,640 | |
Common Stock And Warrants | ||
Payments of stock issuance costs | 158,678 | $ 1,336,123 |
Series B Convertible Preferred Stock | ||
Payments of stock issuance costs | $ 0 | $ 497,617 |
Business Overview and Going Con
Business Overview and Going Concerns | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview and Going Concerns | Business Overview and Going Concerns Business Organization and Overview Trovagene, Inc. (“Trovagene” or the “Company”) headquartered in San Diego, California, is a clinical-stage, oncology therapeutics company, taking a Precision Cancer Medicine TM (“PCM TM ”) approach to develop drugs that target mitosis (cell division) to treat various types of cancer, including leukemias, lymphomas and solid tumors. Trovagene’s intellectual property and proprietary technology enables the Company to analyze circulating tumor DNA (“ctDNA”) and clinically actionable markers. Unique to the Company’s clinical development plan, and a key component of its PCM TM approach, is the integration of predictive clinical biomarkers to identify patients most likely to respond to treatment. Going Concern Uncertainty Trovagene’s financial statements as of December 31, 2019 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. Management estimates that the Company’s current cash resources will be sufficient to fund the Company’s planned operations into third quarter of 2020. 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. Any debt financing, if available, may involve restrictive covenants that impact the Company’s ability to conduct its business. 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 both raise additional capital 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. Between January 1, 2020 and February 27, 2020 the Company received approximately $1.5 million of net proceeds through the exercise of 1,005,072 Series H warrants. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies The accompanying financial statements of Trovagene have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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. On February 19, 2019 the Company made an additional reverse split of its common stock, $0.0001 par value, at a ratio of 1 for 6 . All share and per share information in the financial statements and the accompanying notes have been retroactively adjusted to reflect the reverse stock splits for all periods presented. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations as, and manages its business in, one operating segment. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of operating and money market accounts as of December 31, 2019 and 2018 on deposit. Cash equivalents are considered by the Company to be highly liquid investments purchased with original maturities of three months or less from the date of purchase. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposit accounts at financial institutions that are in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash due to the financial position of the depository institution in which those deposits are held. The Company limits its exposure to credit loss by generally placing its cash in high credit quality financial institutions and investment in fixed income instruments denominated and payable in U.S. dollars. Additionally, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain principal and maximize liquidity. Revenues 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 goods or service to the customer, meaning the customer has the ability to use and obtain the benefit of goods 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 probable. • 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. • For sales-based royalties, we recognize 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). Payment terms and conditions vary by contracts, although terms generally include a requirement of payment within 30 to 45 days after invoice. Minimum royalties are generally due quarterly or annually. Derivative Financial Instruments—Warrants The Company has issued common stock warrants in connection with the execution of certain equity financings. Such warrants are classified as derivative liabilities and are recorded at their fair market value as of each reporting period. Such warrants do not meet the exemption that a contract should not be considered a derivative instrument if it is (1) indexed to its own stock and (2) classified in stockholders’ equity. The warrants contain a feature that could require the transfer of cash in the event a change of control occurs without an authorization of the Company’s Board of Directors, and therefore classified as a liability. Changes in fair value of derivative liabilities are recorded in the statement of operations under the caption “Change in fair value of derivative instruments — warrants.” The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding the historical volatility of Trovagene’s common stock price, the remaining life of the warrants, and the risk-free interest rates at each period end. The Company thus uses model-derived valuations where inputs are observable in active markets to determine the fair value. The use of historical volatility as an input to derive the fair value, classifies such warrants as Level 3 (See " Fair Value of Financial Instruments" below). At December 31, 2019 and 2018 , the fair value of these warrants was $4,127 and $32,315 , respectively, and was recorded as a liability under the caption “derivative financial instruments — warrants” on the balance sheets. Stock-Based Compensation Stock-based compensation expense is measured at the grant date based on the estimated fair value of the award and is recognized straight-line over the requisite service period of the individual grants, which typically equals the vesting period. Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, debt and derivative liabilities. The Company has adopted ASC 820 for financial assets and liabilities that are required to be measured at fair value and non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature as they reflect current market interest rates. The authoritative guidance establishes a fair value hierarchy that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. In general, the authoritative guidance requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset or liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the measurement of its fair value. The three levels of input defined by the authoritative guidance are as follows: The Company measures certain assets and liabilities at fair value on a recurring basis using the three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers include: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. • Level 3 — Instruments where significant value drivers are unobservable to third parties. Long-Lived Assets Long-lived assets consist of property and equipment and finite-lived intangible assets. The Company records property and equipment at cost, and records other intangible assets based on their fair values at the date of acquisition. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful life of five years for laboratory equipment and three to five years for furniture and office equipment. Amortization of leasehold improvements is computed based on the shorter of the life of the asset or the term of the lease. Amortization of intangible assets is calculated using the straight-line method over the estimated useful life of the assets, based on when the Company expects to receive cash inflows generated by the intangible assets. Impairment losses on long-lived assets used in operations are recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. During the year ended December 31, 2019 and 2018 , the Company recorded $0 and $187,500 of impairment losses on long-lived intangible assets, respectively. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities and non-current operating lease liabilities in the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would expect to pay to borrow on a collateralized and fully amortizing basis over a similar term an amount equal to the lease payments in a similar economic environment. The operating lease ROU asset also includes any lease payments made less lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. Our facilities lease agreement contains lease and non-lease components, such as common area maintenance. We have elected to account for these lease and non-lease components of this agreement as a single lease component. Leases with an initial term of 12 months or less are not recorded on the Company's balance sheets. These short-term leases are expensed on a straight-line basis over the lease term. Restructuring Restructuring costs are included in loss from operations in the statements of operations. One-time termination benefits are recorded at the time they are communicated to the affected employees. In May 2018, the Company closed its CLIA laboratory operations. Costs associated with winding down the CLIA laboratory were recorded in the restructuring charges in the December 31, 2018 financial statements. See Note 13 to the financial statements for further information. Income Taxes Income taxes are determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes result from differences between the financial statement and tax bases of Trovagene’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The assessment of whether or not a valuation allowance is required often requires significant judgment. Contingencies In the normal course of business, Trovagene is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, stockholder lawsuits, product and environmental liability, and tax matters. In accordance with FASB ASC Topic 450, Accounting for Contingencies , Trovagene records such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Trovagene, in accordance with this guidance, does not recognize gain contingencies until realized. Cost of Revenue Cost of revenue represents the cost of materials, personnel costs, costs associated with processing specimens including pathological review, quality control analyses, and delivery charges necessary to render an individualized test result. Costs associated with performing tests are recorded as the tests are processed. Research and Development Research and development expenses, which include expenditures in connection with an in-house research and development laboratory, salaries and staff costs, clinical trials, purchased in-process research and development and regulatory and scientific consulting fees, as well as contract research and insurance. Also, patent filing and maintenance expenses are considered legal in nature and therefore classified as general and administrative expense, if any. While certain of the Company’s research and development costs may have future benefits, the Company’s policy of expensing all research and development expenditures is predicated on the fact that Trovagene has no history of successful commercialization of molecular diagnostic products to base any estimate of the number of future periods that would be benefited. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts are recognized as an expense. Net Loss Per Share Basic and diluted net loss per share is presented for all periods presented. In accordance with this guidance, basic and diluted net loss per common share is determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. Preferred dividends are included in net loss attributable to common stockholders in the computation of basic and diluted earnings per share. Shares used in calculating diluted net loss per common share exclude as anti-dilutive the following share equivalents: December 31, 2019 2018 Options to purchase Common Stock 1,015,418 83,345 Warrants to purchase Common Stock 10,589,482 3,649,341 Restricted Stock Units 11,301 30,132 Series A Convertible Preferred Stock 877 877 11,617,078 3,763,695 The following table summarizes the Company’s diluted net loss per share: December 31, 2019 2018 Numerator: Net loss attributable to common stockholders $ (16,706,668 ) $ (19,254,951 ) Net loss used for basic and diluted loss per share $ (16,706,668 ) $ (19,254,951 ) Denominator: Weighted-average shares used to compute basic and diluted net loss per share 5,973,906 2,330,180 Net loss per share attributable to common stockholders: Basic and diluted $ (2.80 ) $ (8.26 ) Revision of Previously Issued Financial Statements for Correction of Immaterial Errors During the fourth quarter of 2019, the Company identified an immaterial error related to pre-funded warrants. The correction of the error resulted in higher weighted-average shares used to compute basic and diluted net loss per share for the three months ended June 30, 2019 and September 30, 2019, the six months ended June 30, 2019 and the nine months ended September 30, 2019. The following table summarizes the immaterial adjustments and corrected amounts: Unaudited Three Months Ended Six Months Ended June 30, 2019 Nine Months Ended September 30, 2019 June 30, 2019 September 30, 2019 Weighted-average shares used to compute basic and diluted net loss per share: Previously Reported 5,241,924 5,822,818 4,667,434 5,056,794 Adjustment 166,200 201,862 83,559 123,427 Revised 5,408,124 6,024,680 4,750,993 5,180,221 Basic and diluted loss per share: Previously reported $ (0.79 ) $ (0.71 ) $ (1.78 ) $ (2.46 ) Adjustment 0.03 0.02 0.03 0.06 Revised $ (0.76 ) $ (0.69 ) $ (1.75 ) $ (2.40 ) Recently Adopted Accounting Pronouncement In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 changes accounting for leases and requires lessees to recognize the assets and liabilities arising from most leases, including those classified as operating leases under previous accounting guidance, on the balance sheet and requires disclosure of key information about leasing arrangements to increase transparency and comparability among organizations. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842 , which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. In July 2018, ASU 2018-11, Leases: Targeted Improvements , was issued to provide relief to companies from restating comparative periods. Pursuant to this ASU, in the period of adoption the Company will not restate comparative periods presented in its financial statements. The Company adopted ASU 2016-02 as of January 1, 2019 utilizing the modified retrospective transition method through a cumulative-effect adjustment and did not restate comparative periods. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date, and (3) initial direct costs for any existing leases as of the adoption date. The Company did not elect to apply the hindsight practical expedient when determining lease term and assessing impairment of right-of-use assets. The adoption of ASU 2016-02 on January 1, 2019 resulted in the recognition of right-of-use assets of approximately $1,000,000 and lease liabilities for operating leases of approximately $2,503,000 . There was no cumulative effect adjustment to accumulated deficit as a result of the adoption and there was not a material impact to the Company’s statement of operations. Refer to Note 4 to the financial statements for further details. Recent Accounting Pronouncement Not Yet Adopted In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement. This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. The standard is effective for all entities for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplementary Balance Sheet Information | Supplementary Balance Sheet Information Property and Equipment Fixed assets consists of furniture and office equipment, leasehold improvements and laboratory equipment. Depreciation and amortization expense for property and equipment for the years ended December 31, 2019 and 2018 was $494,232 and $736,088 , respectively. Property and equipment consisted of the following: As of December 31, 2019 2018 Furniture and office equipment $ 775,030 $ 775,030 Leasehold improvements 1,962,230 1,962,230 Laboratory equipment 744,856 677,234 3,482,116 3,414,494 Less—accumulated depreciation and amortization (2,604,293 ) (2,110,061 ) Property and equipment, net $ 877,823 $ 1,304,433 Accrued Liabilities Accrued liabilities consisted of the following: As of December 31, 2019 2018 Accrued compensation $ 1,003,383 $ 780,848 Preferred stock dividend 365,255 341,015 Research agreements and clinical trials 1,686,068 319,898 Director fees 67,500 80,008 Professional fees and outside services 21,000 107,006 Patent, license and other fees 69,950 58,398 Other accrued liabilities 46,905 84,669 Total accrued liabilities $ 3,260,061 $ 1,771,842 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases As a lessee, the Company’s current leases include its master facility lease and immaterial equipment leases, all of which are considered operating leases. The Company (as a sublessor) also subleases portions of its facility to third parties under two separate subleases. All of these subleases have been determined to be operating leases and are accounted for separately from the head lease. Master Facility Lease The Company leases a building in San Diego under an operating lease that expires on December 31, 2021. The lease currently requires fixed monthly rent payments of approximately $76,000 , with 3% annual escalation. The lease also contains one five -year renewal option with minimum monthly rent equal to the then-current fair market value, subject to a 3% annual increase. As the Company is not reasonably certain to exercise this option, it has not been included in the calculation of the lease liability or right-of-use asset related to this lease. Facility Subleases As a result of corporate restructurings in previous years, the Company vacated a portion of its facility and has subleased space to third parties under two separate sublease agreements, which both expire December 31, 2021. An additional sublease expired on October 31, 2019 and was not renewed. The Company recorded a cease-use loss liability and expense in 2018 pursuant to ASC 420, Exit or Disposal Cost Obligations , representing the total expected shortfall in sublease income for two of the subleases as compared to its required payments for those spaces under the remainder of the master lease term. This liability was being amortized over the remaining lease term until the adoption of ASC 842, whereupon the remaining cease-use loss liability of approximately $487,000 was eliminated and treated as a reduction to the beginning ROU asset value for the master lease as of January 1, 2019. Income will continue to be recognized on a straight-line basis over the term of the sublease. The components of lease expense were as follows: Twelve Months Ended December 31, 2019 Operating lease cost $ 444,878 Operating sublease income (381,653 ) Net operating lease cost $ 63,225 Supplemental balance sheet information related to leases was as follows: December 31, 2019 Operating lease ROU assets $ 697,418 Current operating lease liabilities $ 865,379 Non-current operating lease liabilities 860,963 Total operating lease liabilities $ 1,726,342 Weighted-average remaining lease term–operating leases 2.0 years Weighted-average discount rate–operating leases 6.5 % Supplemental cash flow and other information related to leases was as follows: Twelve Months Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 916,762 Total remaining annual commitments under non-cancelable lease agreements for each of the years ended December 31 are as follows: Year Ending December 31, Operating Leases Sublease Income Net Operating Leases 2020 $ 865,379 $ (291,173 ) $ 574,206 2021 968,165 (291,173 ) 676,992 2022 5,868 — 5,868 2023 3,423 — 3,423 Total future minimum lease payments 1,842,835 $ (582,346 ) $ 1,260,489 Less imputed interest (116,493 ) Total $ 1,726,342 Total annual commitments under non-cancelable lease agreements as of December 31, 2018 under the previous lease accounting guidance are as follows: Year Ending December 31, Operating Leases Sublease Income Net Operating Leases 2019 $ 914,540 $ (333,124 ) $ 581,416 2020 941,670 — 941,670 2021 968,165 — 968,165 2022 5,868 — 5,868 2023 3,423 — 3,423 Total $ 2,833,666 $ (333,124 ) $ 2,500,542 |
Leases | Leases As a lessee, the Company’s current leases include its master facility lease and immaterial equipment leases, all of which are considered operating leases. The Company (as a sublessor) also subleases portions of its facility to third parties under two separate subleases. All of these subleases have been determined to be operating leases and are accounted for separately from the head lease. Master Facility Lease The Company leases a building in San Diego under an operating lease that expires on December 31, 2021. The lease currently requires fixed monthly rent payments of approximately $76,000 , with 3% annual escalation. The lease also contains one five -year renewal option with minimum monthly rent equal to the then-current fair market value, subject to a 3% annual increase. As the Company is not reasonably certain to exercise this option, it has not been included in the calculation of the lease liability or right-of-use asset related to this lease. Facility Subleases As a result of corporate restructurings in previous years, the Company vacated a portion of its facility and has subleased space to third parties under two separate sublease agreements, which both expire December 31, 2021. An additional sublease expired on October 31, 2019 and was not renewed. The Company recorded a cease-use loss liability and expense in 2018 pursuant to ASC 420, Exit or Disposal Cost Obligations , representing the total expected shortfall in sublease income for two of the subleases as compared to its required payments for those spaces under the remainder of the master lease term. This liability was being amortized over the remaining lease term until the adoption of ASC 842, whereupon the remaining cease-use loss liability of approximately $487,000 was eliminated and treated as a reduction to the beginning ROU asset value for the master lease as of January 1, 2019. Income will continue to be recognized on a straight-line basis over the term of the sublease. The components of lease expense were as follows: Twelve Months Ended December 31, 2019 Operating lease cost $ 444,878 Operating sublease income (381,653 ) Net operating lease cost $ 63,225 Supplemental balance sheet information related to leases was as follows: December 31, 2019 Operating lease ROU assets $ 697,418 Current operating lease liabilities $ 865,379 Non-current operating lease liabilities 860,963 Total operating lease liabilities $ 1,726,342 Weighted-average remaining lease term–operating leases 2.0 years Weighted-average discount rate–operating leases 6.5 % Supplemental cash flow and other information related to leases was as follows: Twelve Months Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 916,762 Total remaining annual commitments under non-cancelable lease agreements for each of the years ended December 31 are as follows: Year Ending December 31, Operating Leases Sublease Income Net Operating Leases 2020 $ 865,379 $ (291,173 ) $ 574,206 2021 968,165 (291,173 ) 676,992 2022 5,868 — 5,868 2023 3,423 — 3,423 Total future minimum lease payments 1,842,835 $ (582,346 ) $ 1,260,489 Less imputed interest (116,493 ) Total $ 1,726,342 Total annual commitments under non-cancelable lease agreements as of December 31, 2018 under the previous lease accounting guidance are as follows: Year Ending December 31, Operating Leases Sublease Income Net Operating Leases 2019 $ 914,540 $ (333,124 ) $ 581,416 2020 941,670 — 941,670 2021 968,165 — 968,165 2022 5,868 — 5,868 2023 3,423 — 3,423 Total $ 2,833,666 $ (333,124 ) $ 2,500,542 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock During the year ended December 31, 2019 , the Company issued a total of 4,761,754 shares of Common Stock, the issuances were a result of the following: • 2,221,635 shares of common stock were issued upon exercise of pre-funded warrants and warrants, 1,724,322 and 497,313 , respectively; • 1,994,929 shares of common stock were issued through private placements with certain accredited investors; • 333,333 shares were issued upon conversion of Series C Convertible Preferred Stock; • 183,334 shares of common stock in connection with a clinical trial funding commitment; • 22,057 shares were issued upon vesting of RSU's; and • 6,466 shares were issued for share rounding as a result of the reverse stock split. During the year ended December 31, 2018 , the Company issued a total of 3,098,662 shares of common stock, the issuances were a result of the following: • 1,523,333 shares of common stock were sold through an underwritten public offering; • 1,476,667 shares were issued upon conversion of Series B Convertible Preferred Stock; • 78,917 shares were issued upon exercise of warrants; • 18,609 shares were issued upon vesting of RSU's; and • 1,136 shares were issued for share rounding as a result of the reverse stock split. Warrants A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications, is presented below: Number of Warrants (1) Weighted-Average Exercise Price Per Share (1) Weighted-Average Remaining Contractual Term (1) Balance outstanding, December 31, 2017 322,774 $ 68.07 4.4 years Granted 3,450,000 $ 6.60 Exercised (74,518 ) $ 21.60 Expired (48,915 ) $ 217.17 Balance outstanding, December 31, 2018 3,649,341 $ 8.91 4.4 years Granted 7,437,454 $ 1.87 Exercised (497,313 ) $ 6.60 Balance outstanding, December 31, 2019 10,589,482 $ 4.08 3.7 years (1) Balance outstanding, December 31, 2019 excludes 605,072 pre-funded warrants to purchase shares of common stock at a nominal exercise price of $0.01 per share. The pre-funded warrants expire when exercised in full. As of February 20, 2020 all of the pre-funded warrants have been exercised. In connection with an underwritten public offering occurred in June 2018, the Company issued warrants to purchase an aggregate of 3,450,000 shares of common stock at an exercise price of $6.60 per share which expire on the 5 year anniversary of the original issuance date. Approximately 497,000 of these warrants were exercised during 2019. In connection with registered direct offerings during the twelve months ending December 31, 2019 the Company issued the following warrants: • On April 5, 2019 the Company issued Series B Warrants to purchase an aggregate of 382,166 shares of common stock at an exercise price of $3.80 per share, which vested 6 months after issuance and expire 5.5 years from the issuance date; • On May 13, 2019 the Company issued Series D Warrants to purchase an aggregate of 458,015 shares of common stock at an exercise price of $3.15 per share, which vested 6 months after issuance and expire 5.5 years from the issuance date; • On August 22, 2019 the Company issued Series F Warrants to purchase an aggregate of 727,802 shares of common stock at an exercise price of $1.936 per share, which vested 6 months after issuance and expire 5.5 years from the issuance date; • On October 30, 2019 the Company issued Series G Warrants to purchase an aggregate of 2,756,340 shares of common stock at an exercise price of $1.56 per share, which vested immediately and expire 5.5 years from the issuance date; • On October 30, 2019 the Company issued Series H Warrants to purchase an aggregate of 2,756,340 shares of common stock at an exercise price of $1.56 per share, which vested immediately and expire 1.5 years from the issuance date; and • On October 30, 2019 the Company issued Placement Agent Warrants to purchase an aggregate of 206,726 shares of common stock at an exercise price of $2.2675 per share, which vested immediately and expire 5.5 years from the issuance date. Series A Convertible Preferred Stock The material terms of the Series A Convertible Preferred Stock consist of: 1) Dividends. Holders of the Company’s Series A Convertible Preferred Stock are entitled to receive cumulative dividends at the rate per share of 4% per annum, payable quarterly on March 31, June 30, September 30 and December 31, beginning with September 30, 2005. Dividends are payable, at the Company’s sole election, in cash or shares of common stock. As of December 31, 2019 and 2018 , the Company had $365,255 and $341,015 , respectively in accrued cumulative unpaid preferred stock dividends, included in accrued liabilities in the Company’s balance sheets, and $24,240 and $24,240 of accrued dividends was recorded during the years ended December 31, 2019 and 2018 , respectively. 2) Voting Rights. Shares of the Series A Convertible Preferred Stock have no voting rights. However, so long as any shares of Series A Convertible Preferred Stock are outstanding, the Company may not, without the affirmative vote of the holders of the shares of Series A Convertible Preferred Stock then outstanding, (a) adversely change the powers, preferences or rights given to the Series A Convertible Preferred Stock, (b) authorize or create any class of stock senior or equal to the Series A Convertible Preferred Stock, (c) amend its certificate of incorporation or other charter documents, so as to affect adversely any rights of the holders of Series A Convertible Preferred Stock or (d) increase the authorized number of shares of Series A Convertible Preferred Stock. 3) Liquidation. Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series A Convertible Preferred Stock are entitled to receive an amount equal to the Stated Value per share, which is currently $10 per share plus any accrued and unpaid dividends. 4) Conversion Rights. Each share of Series A 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, currently $10 per share, by the conversion price, which at the time of issuance was $928.80 per share, and subsequently adjusted to $691.20 per share. 5) Subsequent Equity Sales. The conversion price is subject to adjustment for dilutive issuances for a period of 12 months beginning upon registration of the common stock underlying the Series A Convertible Preferred Stock. The relevant registration statement became effective on March 17, 2006 and the conversion price was adjusted to $691.20 per share. 6) Automatic Conversion. If the price of the Company’s common stock equals $1,857.60 per share for 20 consecutive trading days, and an average of 116 shares of common stock per day are traded during the 20 trading days, the Company will have the right to deliver a notice to the holders of the Series A Convertible Preferred Stock, requesting the holders to convert any portion of the shares of Series A Convertible Preferred Stock into shares of common stock at the applicable conversion price. As of the date of these financial statements, such conditions have not been met. As of each of December 31, 2019 and 2018 , there were 60,600 shares of Series A Convertible Preferred Stock outstanding. 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 total related offering costs were approximately $1.8 million . The securities offered by the Company consisted of (i) 1,523,333 shares of common stock, at an offering price of $6.00 per share, (ii) warrants to purchase an aggregate of 3,450,000 shares of common stock, including the over-allotment option for 450,000 option warrants, at an exercise price of $6.60 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 1,476,667 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. As of December 31, 2019 and 2018 , there were no shares of Series B Convertible Preferred Stock outstanding, all of which has been converted to common stock. 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. The conversion price was $6.00 per share. Series C Convertible Preferred Stock On January 25, 2019, the Company entered into a Master Services Agreement and a Stock and Warrant Subscription Agreement with PoC, whereby PoC agreed to finance $1.675 million in clinical studies, including the development costs associated with Phase 1b/2 trial of onvansertib in combination with FOLFIRI and Avastin ® in patients with mCRC harboring KRAS mutations in exchange for (i) 183,334 shares of common stock, (ii) warrants to purchase an aggregate of 150,000 shares of common stock, with an exercise price of $3.762 per share, expiring on January 25, 2024, and (iii) 200,000 shares of Series C Convertible Preferred Stock, each share of which was convertible into 1.67 shares of common stock. In April of 2019, all 200,000 shares of Series C Convertible Preferred Stock were converted into 333,333 shares of the Company's common stock. As of December 31, 2019, there were no shares of Series C Convertible Preferred Stock outstanding. The Company evaluated the awards issued under this transaction and determined they should be classified as equity. These equity awards were fully vested and nonforfeitable. Since the equity awards were for clinical trial services yet to be provided, the Company recognized $1.675 million service receivables as contra equity. The Company releases the service receivables as clinical trial services are performed. The conversion feature of the Series C Convertible Preferred Stock at the time of issuance was determined to be beneficial on the commitment date. Because the Series C Convertible Preferred Stock was perpetual with no stated maturity date, and the conversions could occur any time from inception, the Company immediately recorded a non-cash deemed dividend of $0.3 million related to the beneficial conversion feature arising from the issuance of Series C Convertible Preferred Stock. This non-cash deemed dividend increased the Company’s net loss attributable to common stockholders and net loss per share. The holders of Series C Convertible Preferred Stock were granted the right to vote, on an as-converted to common stock basis (limited to 93.41% of the then as-if converted common stock) on all matters submitted to a vote of holders of the Company’s common stockholders. In the event of liquidation, dissolution or winding-up, holders of Series C Convertible Preferred Stock were entitled to receive the same amount that a holder of the Company’s common stock would receive if the Series C Convertible Preferred Stock were fully converted into shares of the Company’s common stock at the conversion price which amounts shall be paid pari passu with all holders of common stock. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Trovagene, Inc. 2014 Equity Incentive Plan (the “2014 EIP”), authorizing up to 34,722 shares of common stock for issuance under the 2014 EIP, was approved by the Board in June 2014 and approved by the stockholders of the Company at the September 17, 2014 Annual Meeting of Stockholders. The total number of authorized shares was increased to 131,944 between the inception of the 2014 EIP through December 31, 2017. At the May 30, 2018 Annual Meeting of Stockholders, the stockholders approved the increase of number of authorized shares in the 2014 EIP to 243,056 . At the June 6, 2019 Annual Meeting of Stockholders, the stockholders approved the increase of number of authorized shares in the 2014 EIP to 1,243,056 . As of December 31, 2019 , there were 167,888 shares available for issuance under the 2014 EIP. Stock-based compensation has been recognized in operating results as follows: Years ended December 31, 2019 2018 Cost of revenue $ — $ 30,488 Research and development expenses 399,687 752,127 Selling, general and administrative expenses 485,256 1,392,012 Total stock-based compensation $ 884,943 $ 2,174,627 Stock Options 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 assumptions during the years indicated below: Years ended December 31, 2019 2018 Risk-free interest rate 1.66% - 2.33% 2.42% - 2.93% Dividend yield 0% 0% Expected volatility (range) 95% - 99% 89% - 98% Expected volatility (weighted-average) 96% 91% Expected term (in years) 5.9 years 5.2 years Risk-free interest rate — Based on the daily yield curve rates for U.S. Treasury obligations with maturities that correspond to the expected term of the Company’s stock options. Dividend yield — Trovagene has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Expected volatility — Based on the historical volatility of Trovagene’s common stock. Expected term — The expected option term represents the period that stock-based awards are expected to be outstanding based on the simplified method, which averages an award’s weighted-average vesting period and expected term for “plain vanilla” share options. Options are considered to be “plain vanilla” if they have the following basic characteristics: (1) are granted “at-the-money”; (2) exercisability is conditioned upon service through the vesting date; (3) termination of service prior to vesting results in forfeiture; (4) limited exercise period following termination of service; and (5) are non-transferable and non-hedgeable. Forfeitures — The Company estimates forfeitures based on its historical experience. The weighted-average fair value per share of all options granted during the years ended December 31, 2019 and 2018 , estimated as of the grant date using the Black-Scholes option valuation model, was $1.91 and $13.08 per share, respectively. The unrecognized compensation cost related to non-vested stock options outstanding at December 31, 2019 and 2018 was $1,256,924 and $375,548 , respectively. The weighted-average remaining amortization period at December 31, 2019 and 2018 for non-vested stock options was 2.2 years and 1.2 years , respectively. The total fair value of shares vested during the years ended December 31, 2019 and 2018 was $386,654 and $1,864,537 , respectively. A summary of stock option activity and of changes in stock options outstanding is presented below: Number of Options Weighted-Average Exercise Price Per Share Intrinsic Value Weighted-Average Remaining Contractual Life Balance outstanding, December 31, 2017 62,376 $ 291.10 $ — 7.1 years Granted 52,791 $ 18.69 Forfeited (31,590 ) $ 219.03 Expired (232 ) $ 216.00 Balance outstanding, December 31, 2018 83,345 $ 146.09 $ — 7.3 years Granted 971,313 $ 2.49 Forfeited (36,148 ) $ 26.55 Expired (3,092 ) $ 220.27 Balance outstanding, December 31, 2019 1,015,418 $ 12.77 $ — 9.1 years Vested and exercisable, December 31, 2019 71,518 $ 147.46 $ — 4.8 years Restricted Stock Units RSU's are measured at the grant date based on the closing market price of the Company’s common stock at the grant date and recognized ratably over the service period through the vesting date. All RSU's were granted with no purchase price. Vesting of the RSU's is generally subject to service conditions. A summary of the RSU's activity is presented below: Number of Shares Weighted Average Grant Date Fair Value Per Share Intrinsic Non-vested RSU's outstanding, December 31, 2017 17,700 $ 103.32 $ 391,878 Granted 34,125 $ 4.64 Vested (18,609 ) $ 59.06 Forfeited (3,084 ) $ 147.60 Non-vested RSU's outstanding, December 31, 2018 30,132 $ 14.36 $ 95,005 Granted 9,167 $ 1.61 Vested (22,057 ) $ 8.68 Forfeited (5,941 ) $ 13.82 Non-vested RSU's outstanding, December 31, 2019 11,301 $ 15.38 $ 14,013 The total fair values of RSU's vested during the year ended December 31, 2019 and 2018 were $191,436 and $1,099,058 , respectively. |
Derivative Financial Instrument
Derivative Financial Instruments - Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments - Warrants | Derivative Financial Instruments — Warrants Certain warrants issued in connection with the Company’s equity financings are accounted for as derivative liabilities. Accordingly, the warrants are remeasured at each balance sheet date based on their estimated fair value using the Black-Scholes option pricing model. Changes in fair value are recorded within Company’s statements of operations. 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: Year ended December 31, 2019 2018 Fair value of Trovagene common stock $1.24 - $3.75 $3.15 - $25.14 Expected warrant term 3.1 - 4.1 years 0 - 5.1 years Risk-free interest rate 1.56% - 2.49% 1.76% - 2.92% Expected volatility 102% - 111% 47% - 131% Dividend yield —% —% Expected volatility is based on the historical volatility of Trovagene’s common stock. The warrants have a transferability provision and based on guidance for instruments issued with such a provision, Trovagene used the remaining contractual term as the expected term of the warrants. The risk-free interest 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 77,942 $ 649,387 Expiration of derivative financial instruments (13,446 ) — Change in fair value of derivative financial instruments — warrants during the year recognized as a gain in the statement of operations — (617,072 ) December 31, 2018 Balance of derivative financial instruments — warrants liability 64,496 32,315 Change in fair value of derivative financial instruments — warrants during the year recognized as a gain in the statement of operations — (28,188 ) December 31, 2019 Balance of derivative financial instruments — warrants liability 64,496 $ 4,127 The remaining contractual term of the warrants outstanding at December 31, 2019 and 2018 was approximately 3.1 and 4.1 years, respectively. At December 31, 2019 and 2018 , the total fair value of the above warrants accounted for as derivative financial instruments — warrants, valued using the Black-Scholes option pricing model, was $4,127 and $32,315 , respectively, and is classified as derivative financial instruments — warrants liability on the balance sheet. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019 and 2018 : Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total Assets: Money market fund (1) $ 10,131,240 $ — $ — $ 10,131,240 Total Assets $ 10,131,240 $ — $ — $ 10,131,240 Liabilities: Derivative financial instruments — warrants $ — $ — $ 4,127 $ 4,127 Total Liabilities $ — $ — $ 4,127 $ 4,127 Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total Assets: Money market fund (1) $ 11,392,093 $ — $ — $ 11,392,093 Total Assets $ 11,392,093 $ — $ — $ 11,392,093 Liabilities: Derivative financial instruments — warrants $ — $ — $ 32,315 $ 32,315 Total Liabilities $ — $ — $ 32,315 $ 32,315 (1) Included as a component of cash and cash equivalents on the accompanying balance sheet. The change in the fair value of the “derivative financial instruments—warrants” is recorded as a gain or loss in the Company’s 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. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Equipment Line of Credit In November 2015, the Company entered into a Loan and Security Agreement with Silicon Valley Bank that provided for cash borrowings for equipment (“Equipment Advances”) of up to $2.0 million , secured by the equipment financed. The Company repaid the outstanding Equipment Line of Credit in Full during 2018. Under the terms of the agreement, interest is equal to 1.25% above the Prime Rate. Interest only payments are 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 $1.1 million 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 year ended December 31, 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes At December 31, 2019 , Trovagene had federal net operating loss carryforwards (“NOLs”) of approximately $129.0 million , if not used, will begin to expire in 2020, and federal net operating loss carryforwards of approximately $30.3 million , which do not expire. Trovagene also has California NOLs of approximately $70.1 million , if not used, will begin to expire in 2029. Trovagene also has research and development tax credits available for federal and California purposes of approximately $2.4 million and $1.7 million , respectively. The federal research and development tax credits will begin to expire on January 31, 2025. The California research and development tax credits are not set to expire. The utilization of these NOLs and research and development tax credits is subject to limitations based on past and future changes in ownership of Trovagene pursuant to Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”). The Company has determined that ownership changes have occurred for purposes of Section 382 and, therefore, the ability of the Company to utilize its NOLs is limited. The provision for income taxes based on losses from continuing operations consists of the following at December 31 (in thousands): Years ended December 31, 2019 2018 Current: State $ 1 $ 1 Total current provision 1 1 Deferred: Federal (2,634 ) (1,307 ) State (148 ) (2,428 ) Total deferred (benefit) expense (2,782 ) (3,735 ) Valuation allowance 2,781 3,734 Total income tax provision $ — $ — Significant components of the Company’s taxes and the rates as of December 31 are shown below (in thousands, except percentages): Years ended December 31, 2019 2018 Tax computed at the federal statutory rate $ (3,447 ) 21 % $ (3,457 ) 21 % State tax, net of federal tax benefit (177 ) 1 % (184 ) 1 % Permanent Items 353 (2 )% 481 (3 )% Stock options true-up 875 (5 )% — — % Tax credits (384 ) 2 % (574 ) 3 % Valuation allowance increase (decrease) 2,780 (17 )% 3,734 (22 )% Provision for income taxes $ — — % $ — — % Significant components of the Company’s deferred tax assets and liabilities from federal and state income taxes as of December 31 are shown below (in thousands): Years ended December 31, 2019 2018 Deferred tax assets: Tax loss carryforwards $ 38,494 $ 35,019 Research and development credits and other tax credits 3,710 3,595 Stock-based compensation 531 1,301 Other 1,252 1,126 Total deferred tax assets 43,987 41,041 Deferred tax liabilities: Operating lease right-of-use assets (154 ) — Other (12 ) — Total deferred tax liabilities (166 ) — Net deferred tax assets before valuation allowance 43,821 41,041 Valuation allowance (43,821 ) (41,041 ) Net deferred tax asset $ — $ — Trovagene records a valuation allowance against deferred tax assets to the extent that it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Due to the substantial doubt related to Trovagene’s ability to utilize its deferred tax assets, the Company recorded a valuation allowance against the deferred tax assets. Trovagene does not have any unrecognized tax benefits. Trovagene’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense, and none have been incurred to date. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Executive Agreements Certain executive agreements provide for severance payments in case of terminations without cause or certain change of control scenarios. Research and Development and Clinical Trial Agreements In March 2017, the Company entered into a license agreement with Nerviano which granted the Company development and commercialization rights to NMS-1286937, which Trovagene refers to as onvansertib. Onvansertib is an oral, investigative drug and a highly-selective adenosine triphosphate competitive inhibitor of the serine/threonine PLK1. The Company plans to develop onvansertib 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. The Company was committed to pay $1.0 million for future services provided by Nerviano, such as the cost to manufacture drug product, no later than June 30, 2019, and these services have been ordered in full. 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 and oncology therapeutics. 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. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan The Company has a defined contribution retirement plan under Section 401(k) of the Internal Revenue Service ("IRS") Code covering its employees. The plan allows employees to defer, up to the maximum allowed, a percentage of their income through contributions to the plan as allowed by IRS Code. The Company does not currently make matching contributions. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2019 | |
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 financial statements. During the year ended December 31, 2018, the Company recorded total restructuring charges of approximately $664,000 for CLIA laboratory disposal transactions, of which, approximately $187,000 was related to impairment loss on CLIA laboratory license, approximately $52,000 was related to loss on disposal of property and equipment and other non-capital assets, and approximately $425,000 was related to loss on sublease of office and laboratory space. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In November 2018, the Company entered into a Material Transfer Agreement (“MTA”) with Leucadia Life Sciences (“Leucadia”) pursuant to which Leucadia will develop a PCR-based assay for onvansertib for acute myeloid leukemia (“AML”). In December 2019, the MTA was amended and increased to $1,470,000 to account for additional deliverables in development of the PCR-based assay. The Company’s CEO, Dr. Thomas Adams, is a principal stockholder of Leucadia. In connection with the MTA, the Company entered into a consulting agreement with Tommy Adams, VP of Operations of Leucadia, who is the son of Dr. Adams. During the years ended December 31, 2019 and 2018 , the Company incurred and recorded approximately $1,005,000 and $183,000 , respectively, of research and development expenses for services performed by Leucadia and Tommy Adams. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Exercise of Warrants In January 2020 we received net proceeds of approximately $1.5 million from the exercise of 1,005,072 Series H Warrants at $1.56 per share. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations as, and manages its business in, one operating segment. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of operating and money market accounts as of December 31, 2019 and 2018 on deposit. Cash equivalents are considered by the Company to be highly liquid investments purchased with original maturities of three months or less from the date of purchase. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposit accounts at financial institutions that are in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash due to the financial position of the depository institution in which those deposits are held. The Company limits its exposure to credit loss by generally placing its cash in high credit quality financial institutions and investment in fixed income instruments denominated and payable in U.S. dollars. Additionally, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain principal and maximize liquidity. |
Revenues | Revenues 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 goods or service to the customer, meaning the customer has the ability to use and obtain the benefit of goods 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 probable. • 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. • For sales-based royalties, we recognize 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). Payment terms and conditions vary by contracts, although terms generally include a requirement of payment within 30 to 45 days after invoice. Minimum royalties are generally due quarterly or annually. |
Derivative Financial Instruments—Warrants | Derivative Financial Instruments—Warrants The Company has issued common stock warrants in connection with the execution of certain equity financings. Such warrants are classified as derivative liabilities and are recorded at their fair market value as of each reporting period. Such warrants do not meet the exemption that a contract should not be considered a derivative instrument if it is (1) indexed to its own stock and (2) classified in stockholders’ equity. The warrants contain a feature that could require the transfer of cash in the event a change of control occurs without an authorization of the Company’s Board of Directors, and therefore classified as a liability. Changes in fair value of derivative liabilities are recorded in the statement of operations under the caption “Change in fair value of derivative instruments — warrants.” The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding the historical volatility of Trovagene’s common stock price, the remaining life of the warrants, and the risk-free interest rates at each period end. The Company thus uses model-derived valuations where inputs are observable in active markets to determine the fair value. The use of historical volatility as an input to derive the fair value, classifies such warrants as Level 3 (See " Fair Value of Financial Instruments" below). |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is measured at the grant date based on the estimated fair value of the award and is recognized straight-line over the requisite service period of the individual grants, which typically equals the vesting period. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, debt and derivative liabilities. The Company has adopted ASC 820 for financial assets and liabilities that are required to be measured at fair value and non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature as they reflect current market interest rates. The authoritative guidance establishes a fair value hierarchy that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. In general, the authoritative guidance requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset or liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the measurement of its fair value. The three levels of input defined by the authoritative guidance are as follows: The Company measures certain assets and liabilities at fair value on a recurring basis using the three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers include: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. • Level 3 — Instruments where significant value drivers are unobservable to third parties. |
Long-Lived Assets | Long-Lived Assets Long-lived assets consist of property and equipment and finite-lived intangible assets. The Company records property and equipment at cost, and records other intangible assets based on their fair values at the date of acquisition. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful life of five years for laboratory equipment and three to five years for furniture and office equipment. Amortization of leasehold improvements is computed based on the shorter of the life of the asset or the term of the lease. Amortization of intangible assets is calculated using the straight-line method over the estimated useful life of the assets, based on when the Company expects to receive cash inflows generated by the intangible assets. |
Impairment Losses on Long-Lived Assets | Impairment losses on long-lived assets used in operations are recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities and non-current operating lease liabilities in the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would expect to pay to borrow on a collateralized and fully amortizing basis over a similar term an amount equal to the lease payments in a similar economic environment. The operating lease ROU asset also includes any lease payments made less lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. Our facilities lease agreement contains lease and non-lease components, such as common area maintenance. We have elected to account for these lease and non-lease components of this agreement as a single lease component. Leases with an initial term of 12 months or less are not recorded on the Company's balance sheets. These short-term leases are expensed on a straight-line basis over the lease term. |
Restructuring | Restructuring Restructuring costs are included in loss from operations in the statements of operations. One-time termination benefits are recorded at the time they are communicated to the affected employees. In May 2018, the Company closed its CLIA laboratory operations. Costs associated with winding down the CLIA laboratory were recorded in the restructuring charges in the December 31, 2018 financial statements. See Note 13 to the financial statements for further information. |
Income Taxes | Income Taxes Income taxes are determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes result from differences between the financial statement and tax bases of Trovagene’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The assessment of whether or not a valuation allowance is required often requires significant judgment. |
Contingencies | Contingencies In the normal course of business, Trovagene is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, stockholder lawsuits, product and environmental liability, and tax matters. In accordance with FASB ASC Topic 450, Accounting for Contingencies , Trovagene records such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Trovagene, in accordance with this guidance, does not recognize gain contingencies until realized. |
Cost of Revenue | Cost of Revenue Cost of revenue represents the cost of materials, personnel costs, costs associated with processing specimens including pathological review, quality control analyses, and delivery charges necessary to render an individualized test result. Costs associated with performing tests are recorded as the tests are processed. |
Research and Development | Research and Development Research and development expenses, which include expenditures in connection with an in-house research and development laboratory, salaries and staff costs, clinical trials, purchased in-process research and development and regulatory and scientific consulting fees, as well as contract research and insurance. Also, patent filing and maintenance expenses are considered legal in nature and therefore classified as general and administrative expense, if any. While certain of the Company’s research and development costs may have future benefits, the Company’s policy of expensing all research and development expenditures is predicated on the fact that Trovagene has no history of successful commercialization of molecular diagnostic products to base any estimate of the number of future periods that would be benefited. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts are recognized as an expense. |
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss per share is presented for all periods presented. In accordance with this guidance, basic and diluted net loss per common share is determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. Preferred dividends are included in net loss attributable to common stockholders in the computation of basic and diluted earnings per share. |
Revision of Previously Issued Financial Statements for Correction of Immaterial Error | Revision of Previously Issued Financial Statements for Correction of Immaterial Errors During the fourth quarter of 2019, the Company identified an immaterial error related to pre-funded warrants. The correction of the error resulted in higher weighted-average shares used to compute basic and diluted net loss per share for the three months ended June 30, 2019 and September 30, 2019, the six months ended June 30, 2019 and the nine months ended September 30, 2019. |
Recently Adopted Accounting Pronouncement | Recently Adopted Accounting Pronouncement In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 changes accounting for leases and requires lessees to recognize the assets and liabilities arising from most leases, including those classified as operating leases under previous accounting guidance, on the balance sheet and requires disclosure of key information about leasing arrangements to increase transparency and comparability among organizations. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842 , which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. In July 2018, ASU 2018-11, Leases: Targeted Improvements , was issued to provide relief to companies from restating comparative periods. Pursuant to this ASU, in the period of adoption the Company will not restate comparative periods presented in its financial statements. The Company adopted ASU 2016-02 as of January 1, 2019 utilizing the modified retrospective transition method through a cumulative-effect adjustment and did not restate comparative periods. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date, and (3) initial direct costs for any existing leases as of the adoption date. The Company did not elect to apply the hindsight practical expedient when determining lease term and assessing impairment of right-of-use assets. The adoption of ASU 2016-02 on January 1, 2019 resulted in the recognition of right-of-use assets of approximately $1,000,000 and lease liabilities for operating leases of approximately $2,503,000 . There was no cumulative effect adjustment to accumulated deficit as a result of the adoption and there was not a material impact to the Company’s statement of operations. Refer to Note 4 to the financial statements for further details. Recent Accounting Pronouncement Not Yet Adopted In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement. This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. The standard is effective for all entities for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from the Calculation of Basic and Diluted Loss Per Share | Shares used in calculating diluted net loss per common share exclude as anti-dilutive the following share equivalents: December 31, 2019 2018 Options to purchase Common Stock 1,015,418 83,345 Warrants to purchase Common Stock 10,589,482 3,649,341 Restricted Stock Units 11,301 30,132 Series A Convertible Preferred Stock 877 877 11,617,078 3,763,695 |
Summary of the Company’s Diluted Net Loss Per Share | The following table summarizes the Company’s diluted net loss per share: December 31, 2019 2018 Numerator: Net loss attributable to common stockholders $ (16,706,668 ) $ (19,254,951 ) Net loss used for basic and diluted loss per share $ (16,706,668 ) $ (19,254,951 ) Denominator: Weighted-average shares used to compute basic and diluted net loss per share 5,973,906 2,330,180 Net loss per share attributable to common stockholders: Basic and diluted $ (2.80 ) $ (8.26 ) |
Schedule of Immaterial Error Adjustments | The following table summarizes the immaterial adjustments and corrected amounts: Unaudited Three Months Ended Six Months Ended June 30, 2019 Nine Months Ended September 30, 2019 June 30, 2019 September 30, 2019 Weighted-average shares used to compute basic and diluted net loss per share: Previously Reported 5,241,924 5,822,818 4,667,434 5,056,794 Adjustment 166,200 201,862 83,559 123,427 Revised 5,408,124 6,024,680 4,750,993 5,180,221 Basic and diluted loss per share: Previously reported $ (0.79 ) $ (0.71 ) $ (1.78 ) $ (2.46 ) Adjustment 0.03 0.02 0.03 0.06 Revised $ (0.76 ) $ (0.69 ) $ (1.75 ) $ (2.40 ) |
Supplementary Balance Sheet I_2
Supplementary Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Components of Property and Equipment | Property and equipment consisted of the following: As of December 31, 2019 2018 Furniture and office equipment $ 775,030 $ 775,030 Leasehold improvements 1,962,230 1,962,230 Laboratory equipment 744,856 677,234 3,482,116 3,414,494 Less—accumulated depreciation and amortization (2,604,293 ) (2,110,061 ) Property and equipment, net $ 877,823 $ 1,304,433 |
Components of Accrued Liabilities | Accrued liabilities consisted of the following: As of December 31, 2019 2018 Accrued compensation $ 1,003,383 $ 780,848 Preferred stock dividend 365,255 341,015 Research agreements and clinical trials 1,686,068 319,898 Director fees 67,500 80,008 Professional fees and outside services 21,000 107,006 Patent, license and other fees 69,950 58,398 Other accrued liabilities 46,905 84,669 Total accrued liabilities $ 3,260,061 $ 1,771,842 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Summary of Lease Expense and Supplemental Cash Flow Information | The components of lease expense were as follows: Twelve Months Ended December 31, 2019 Operating lease cost $ 444,878 Operating sublease income (381,653 ) Net operating lease cost $ 63,225 Supplemental cash flow and other information related to leases was as follows: Twelve Months Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 916,762 |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: December 31, 2019 Operating lease ROU assets $ 697,418 Current operating lease liabilities $ 865,379 Non-current operating lease liabilities 860,963 Total operating lease liabilities $ 1,726,342 Weighted-average remaining lease term–operating leases 2.0 years Weighted-average discount rate–operating leases 6.5 % |
Summary of Future Minimum Lease Payments | Total remaining annual commitments under non-cancelable lease agreements for each of the years ended December 31 are as follows: Year Ending December 31, Operating Leases Sublease Income Net Operating Leases 2020 $ 865,379 $ (291,173 ) $ 574,206 2021 968,165 (291,173 ) 676,992 2022 5,868 — 5,868 2023 3,423 — 3,423 Total future minimum lease payments 1,842,835 $ (582,346 ) $ 1,260,489 Less imputed interest (116,493 ) Total $ 1,726,342 Total annual commitments under non-cancelable lease agreements as of December 31, 2018 under the previous lease accounting guidance are as follows: Year Ending December 31, Operating Leases Sublease Income Net Operating Leases 2019 $ 914,540 $ (333,124 ) $ 581,416 2020 941,670 — 941,670 2021 968,165 — 968,165 2022 5,868 — 5,868 2023 3,423 — 3,423 Total $ 2,833,666 $ (333,124 ) $ 2,500,542 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
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: Number of Warrants (1) Weighted-Average Exercise Price Per Share (1) Weighted-Average Remaining Contractual Term (1) Balance outstanding, December 31, 2017 322,774 $ 68.07 4.4 years Granted 3,450,000 $ 6.60 Exercised (74,518 ) $ 21.60 Expired (48,915 ) $ 217.17 Balance outstanding, December 31, 2018 3,649,341 $ 8.91 4.4 years Granted 7,437,454 $ 1.87 Exercised (497,313 ) $ 6.60 Balance outstanding, December 31, 2019 10,589,482 $ 4.08 3.7 years (1) Balance outstanding, December 31, 2019 excludes 605,072 pre-funded warrants to purchase shares of common stock at a nominal exercise price of $0.01 per share. The pre-funded warrants expire when exercised in full. As of February 20, 2020 all of the pre-funded warrants have been exercised. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based compensation recognized | Stock-based compensation has been recognized in operating results as follows: Years ended December 31, 2019 2018 Cost of revenue $ — $ 30,488 Research and development expenses 399,687 752,127 Selling, general and administrative expenses 485,256 1,392,012 Total stock-based compensation $ 884,943 $ 2,174,627 |
Estimated Fair Value of Stock Options - Assumptions | 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 assumptions during the years indicated below: Years ended December 31, 2019 2018 Risk-free interest rate 1.66% - 2.33% 2.42% - 2.93% Dividend yield 0% 0% Expected volatility (range) 95% - 99% 89% - 98% Expected volatility (weighted-average) 96% 91% Expected term (in years) 5.9 years 5.2 years |
Summary of Stock Option Activity | A summary of stock option activity and of changes in stock options outstanding is presented below: Number of Options Weighted-Average Exercise Price Per Share Intrinsic Value Weighted-Average Remaining Contractual Life Balance outstanding, December 31, 2017 62,376 $ 291.10 $ — 7.1 years Granted 52,791 $ 18.69 Forfeited (31,590 ) $ 219.03 Expired (232 ) $ 216.00 Balance outstanding, December 31, 2018 83,345 $ 146.09 $ — 7.3 years Granted 971,313 $ 2.49 Forfeited (36,148 ) $ 26.55 Expired (3,092 ) $ 220.27 Balance outstanding, December 31, 2019 1,015,418 $ 12.77 $ — 9.1 years Vested and exercisable, December 31, 2019 71,518 $ 147.46 $ — 4.8 years |
Summary of Restricted Stock Unit Activity | A summary of the RSU's activity is presented below: Number of Shares Weighted Average Grant Date Fair Value Per Share Intrinsic Non-vested RSU's outstanding, December 31, 2017 17,700 $ 103.32 $ 391,878 Granted 34,125 $ 4.64 Vested (18,609 ) $ 59.06 Forfeited (3,084 ) $ 147.60 Non-vested RSU's outstanding, December 31, 2018 30,132 $ 14.36 $ 95,005 Granted 9,167 $ 1.61 Vested (22,057 ) $ 8.68 Forfeited (5,941 ) $ 13.82 Non-vested RSU's outstanding, December 31, 2019 11,301 $ 15.38 $ 14,013 |
Derivative Financial Instrume_2
Derivative Financial Instruments - Warrants (Tables) - Black Scholes Option Pricing Method | 12 Months Ended |
Dec. 31, 2019 | |
Derivative financial instruments | |
Schedule of Assumptions Used to Determine the Fair Value of 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: Year ended December 31, 2019 2018 Fair value of Trovagene common stock $1.24 - $3.75 $3.15 - $25.14 Expected warrant term 3.1 - 4.1 years 0 - 5.1 years Risk-free interest rate 1.56% - 2.49% 1.76% - 2.92% Expected volatility 102% - 111% 47% - 131% Dividend yield —% —% |
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 77,942 $ 649,387 Expiration of derivative financial instruments (13,446 ) — Change in fair value of derivative financial instruments — warrants during the year recognized as a gain in the statement of operations — (617,072 ) December 31, 2018 Balance of derivative financial instruments — warrants liability 64,496 32,315 Change in fair value of derivative financial instruments — warrants during the year recognized as a gain in the statement of operations — (28,188 ) December 31, 2019 Balance of derivative financial instruments — warrants liability 64,496 $ 4,127 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of 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 December 31, 2019 and 2018 : Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total Assets: Money market fund (1) $ 10,131,240 $ — $ — $ 10,131,240 Total Assets $ 10,131,240 $ — $ — $ 10,131,240 Liabilities: Derivative financial instruments — warrants $ — $ — $ 4,127 $ 4,127 Total Liabilities $ — $ — $ 4,127 $ 4,127 Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total Assets: Money market fund (1) $ 11,392,093 $ — $ — $ 11,392,093 Total Assets $ 11,392,093 $ — $ — $ 11,392,093 Liabilities: Derivative financial instruments — warrants $ — $ — $ 32,315 $ 32,315 Total Liabilities $ — $ — $ 32,315 $ 32,315 (1) Included as a component of cash and cash equivalents on the accompanying balance sheet. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes Based on Losses from Continuing Operations | The provision for income taxes based on losses from continuing operations consists of the following at December 31 (in thousands): Years ended December 31, 2019 2018 Current: State $ 1 $ 1 Total current provision 1 1 Deferred: Federal (2,634 ) (1,307 ) State (148 ) (2,428 ) Total deferred (benefit) expense (2,782 ) (3,735 ) Valuation allowance 2,781 3,734 Total income tax provision $ — $ — |
Schedule of Significant Components of the Company’s Taxes and the Rates | Significant components of the Company’s taxes and the rates as of December 31 are shown below (in thousands, except percentages): Years ended December 31, 2019 2018 Tax computed at the federal statutory rate $ (3,447 ) 21 % $ (3,457 ) 21 % State tax, net of federal tax benefit (177 ) 1 % (184 ) 1 % Permanent Items 353 (2 )% 481 (3 )% Stock options true-up 875 (5 )% — — % Tax credits (384 ) 2 % (574 ) 3 % Valuation allowance increase (decrease) 2,780 (17 )% 3,734 (22 )% Provision for income taxes $ — — % $ — — % |
Schedule of Significant Components of the Company’s Deferred Tax Assets | Significant components of the Company’s deferred tax assets and liabilities from federal and state income taxes as of December 31 are shown below (in thousands): Years ended December 31, 2019 2018 Deferred tax assets: Tax loss carryforwards $ 38,494 $ 35,019 Research and development credits and other tax credits 3,710 3,595 Stock-based compensation 531 1,301 Other 1,252 1,126 Total deferred tax assets 43,987 41,041 Deferred tax liabilities: Operating lease right-of-use assets (154 ) — Other (12 ) — Total deferred tax liabilities (166 ) — Net deferred tax assets before valuation allowance 43,821 41,041 Valuation allowance (43,821 ) (41,041 ) Net deferred tax asset $ — $ — |
Business Overview and Liquidity
Business Overview and Liquidity (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Feb. 27, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Subsequent Event [Line Items] | ||||
Proceeds from exercise of warrants | $ 3,299,509 | $ 1,612,667 | ||
Number of warrants exercised (in shares) | 497,313 | 74,518 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Proceeds from exercise of warrants | $ 1,500,000 | $ 1,500,000 | ||
Series H Warrant | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Number of warrants exercised (in shares) | 1,005,072 | 1,005,072 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) | Feb. 19, 2019$ / shares | Jun. 01, 2018$ / shares | Dec. 31, 2019USD ($)segment$ / shares | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($)$ / shares |
Subsequent Event [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of operating segments | segment | 1 | ||||
Payment terms | Payment terms and conditions vary by contracts, although terms generally include a requirement of payment within 30 to 45 days after invoice. | ||||
Operating lease right-of-use assets | $ 697,418 | $ 0 | |||
Lease liability | $ 1,726,342 | ||||
Accounting Standards Update 2016-02 | |||||
Subsequent Event [Line Items] | |||||
Operating lease right-of-use assets | $ 1,000,000 | ||||
Lease liability | $ 2,503,000 | ||||
Common Stock | |||||
Subsequent Event [Line Items] | |||||
Conversion ratio | 0.1667 | 0.0833 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Warrants (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative financial instruments | |||
Derivative financial instruments—warrants | $ 4,127 | $ 32,315 | |
Warrants to purchase Common Stock | Black Scholes Option Pricing Method | |||
Derivative financial instruments | |||
Derivative financial instruments—warrants | $ 4,127 | $ 32,315 | $ 649,387 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Impairment of long-lived assets held-for-use | $ 0 | $ 187,500 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Furniture and office equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Furniture and office equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Anti-dilutive Share Equivalents (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net Loss Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,617,078 | 3,763,695 |
Options to purchase Common Stock | ||
Net Loss Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,015,418 | 83,345 |
Warrants to purchase Common Stock | ||
Net Loss Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 10,589,482 | 3,649,341 |
Restricted Stock Units | ||
Net Loss Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,301 | 30,132 |
Series A Convertible Preferred Stock | ||
Net Loss Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 877 | 877 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Diluted Net Loss per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||||||
Net loss attributable to common stockholders | $ (16,706,668) | $ (19,254,951) | ||||
Net loss used for basic and diluted loss per share | $ (16,706,668) | $ (19,254,951) | ||||
Denominator: | ||||||
Weighted-average shares outstanding - basic (in shares) | 5,973,906 | 2,330,180 | ||||
Net loss per common share - basic and diluted (in dollars per share) | $ (0.69) | $ (0.76) | $ (1.75) | $ (2.40) | $ (2.80) | $ (8.26) |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Immaterial Error Adjustment (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Weighted-average shares outstanding - basic and diluted (in shares) | 6,024,680 | 5,408,124 | 4,750,993 | 5,180,221 | 5,973,906 | 2,330,180 |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.69) | $ (0.76) | $ (1.75) | $ (2.40) | $ (2.80) | $ (8.26) |
Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Weighted-average shares outstanding - basic and diluted (in shares) | 5,822,818 | 5,241,924 | 4,667,434 | 5,056,794 | ||
Net loss per common share - basic and diluted (in dollars per share) | $ (0.71) | $ (0.79) | $ (1.78) | $ (2.46) | ||
Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Weighted-average shares outstanding - basic and diluted (in shares) | 201,862 | 166,200 | 83,559 | 123,427 | ||
Net loss per common share - basic and diluted (in dollars per share) | $ 0.02 | $ 0.03 | $ 0.03 | $ 0.06 |
Supplementary Balance Sheet I_3
Supplementary Balance Sheet Information - Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 494,232 | $ 736,088 |
Property and equipment | 3,482,116 | 3,414,494 |
Less—accumulated depreciation and amortization | (2,604,293) | (2,110,061) |
Property and equipment, net | 877,823 | 1,304,433 |
Furniture and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 775,030 | 775,030 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,962,230 | 1,962,230 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 744,856 | $ 677,234 |
Supplementary Balance Sheet I_4
Supplementary Balance Sheet Information - Accrued Expenses (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation | $ 1,003,383 | $ 780,848 |
Preferred stock dividend | 365,255 | 341,015 |
Research agreements and clinical trials | 1,686,068 | 319,898 |
Director fees | 67,500 | 80,008 |
Professional fees and outside services | 21,000 | 107,006 |
Patent, license and other fees | 69,950 | 58,398 |
Other accrued liabilities | 46,905 | 84,669 |
Total accrued liabilities | $ 3,260,061 | $ 1,771,842 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)renewal_option | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Monthly rent payments | $ 76,000 | ||
Annual rent increase, percentage | 3.00% | ||
Number of lease renewals | renewal_option | 1 | ||
Renewal term | 5 years | ||
Number of subleases | 2 | ||
Decrease in operating lease right-of-use assets | $ 697,418 | $ 0 | |
Accounting Standards Update 2016-02, Elimination Of Cease-Use Loss Liability | |||
Lessee, Lease, Description [Line Items] | |||
Decrease in operating lease right-of-use assets | $ 487,000 |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 444,878 |
Operating sublease income | (381,653) |
Net operating lease cost | $ 63,225 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 697,418 | $ 0 |
Current operating lease liabilities | 865,379 | 0 |
Non-current operating lease liabilities | 860,963 | $ 0 |
Total operating lease liabilities | $ 1,726,342 | |
Weighted-average remaining lease term–operating leases | 2 years | |
Weighted-average discount rate–operating leases | 6.50% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 916,762 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Operating Leases | ||
2020 | $ 865,379 | |
2021 | 968,165 | |
2022 | 5,868 | |
2023 | 3,423 | |
Total future minimum lease payments | 1,842,835 | |
Less imputed interest | (116,493) | |
Total | 1,726,342 | |
Sublease Income | ||
2020 | (291,173) | |
2021 | (291,173) | |
2022 | 0 | |
2023 | 0 | |
Total future minimum lease payments | (582,346) | |
Net Operating Leases | ||
2020 | 574,206 | |
2021 | 676,992 | |
2022 | 5,868 | |
2023 | 3,423 | |
Total future minimum lease payments | $ 1,260,489 | |
Operating Leases | ||
2019 | $ 914,540 | |
2020 | 941,670 | |
2021 | 968,165 | |
2022 | 5,868 | |
2023 | 3,423 | |
Total | 2,833,666 | |
Sublease Income | ||
2019 | (333,124) | |
2020 | 0 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
Total | (333,124) | |
Net Operating Leases | ||
2019 | 581,416 | |
2020 | 941,670 | |
2021 | 968,165 | |
2022 | 5,868 | |
2023 | 3,423 | |
Total | $ 2,500,542 |
Stockholders' Equity - Common
Stockholders' Equity - Common Stock Narrative (Details) - shares | Jun. 12, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||
Stock issued (in shares) | 1,994,929 | ||
Shares issued upon conversion (in shares) | 333,333 | ||
Number of warrants exercised (in shares) | 497,313 | 74,518 | |
RSUs issued during period (shares) | 22,057 | 18,609 | |
Common Stock | |||
Class of Stock [Line Items] | |||
Stock issued during period including share-based compensation (in shares) | 3,098,662 | ||
Stock issued (in shares) | 4,761,754 | ||
Shares issued upon conversion (in shares) | 1,476,667 | 1,476,667 | |
Warrants exercised (in shares) | 2,221,635 | 78,917 | |
Pre-funded warrants exercised (in shares) | 1,724,322 | ||
Number of warrants exercised (in shares) | 497,313 | ||
Issuance of common stock for share rounding as a result of reverse stock split (in shares) | 6,466 | 1,136 | |
Underwriting Public Offering | |||
Class of Stock [Line Items] | |||
Number of warrants exercised (in shares) | 497,000 | ||
Underwriting Public Offering | Common Stock | |||
Class of Stock [Line Items] | |||
Stock issued (in shares) | 1,523,333 | 183,334 | 1,523,333 |
Stockholders' Equity - Schedul
Stockholders' Equity - Schedule of Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Warrants | |||
Balance of warrants outstanding at the beginning of the period (in shares) | 3,649,341 | 322,774 | |
Granted (in shares) | 7,437,454 | 3,450,000 | |
Exercised (in shares) | (497,313) | (74,518) | |
Expired (in shares) | (48,915) | ||
Balance of warrants outstanding at the end of the period (in shares) | 10,589,482 | 3,649,341 | 322,774 |
Weighted-Average Exercise Price Per Share | |||
Weighted average exercise price of warrants at the beginning of the period (in dollars per share) | $ 8.91 | $ 68.07 | |
Granted (in dollars per share) | 1.87 | 6.60 | |
Exercised (in dollars per share) | 6.60 | 21.60 | |
Expired (in dollars per share) | 217.17 | ||
Weighted average exercise price of warrants at the end of the period (in dollars per share) | $ 4.08 | $ 8.91 | $ 68.07 |
Weighted-Average Remaining Contractual Term | |||
Weighted-Average Remaining Contractual Term | 3 years 8 months 1 day | 4 years 4 months 21 days | 4 years 4 months 21 days |
Stockholders' Equity - Warrant
Stockholders' Equity - Warrants Narrative (Details) - $ / shares | Oct. 30, 2019 | Aug. 22, 2019 | May 13, 2019 | Apr. 05, 2019 | Jun. 12, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||||
Warrants granted (in shares) | 7,437,454 | 3,450,000 | |||||
Number of warrants exercised (in shares) | 497,313 | 74,518 | |||||
Underwriting Public Offering | |||||||
Class of Stock [Line Items] | |||||||
Warrants granted (in shares) | 3,450,000 | ||||||
Exercise price of warrants (in dollars per share) | $ 6.60 | ||||||
Expiration period | 5 years | ||||||
Number of warrants exercised (in shares) | 497,000 | ||||||
Pre-funded Warrant | |||||||
Class of Stock [Line Items] | |||||||
Warrants granted (in shares) | 605,072 | ||||||
Exercise price of warrants (in dollars per share) | $ 0.01 | ||||||
Series B Warrant | |||||||
Class of Stock [Line Items] | |||||||
Vesting period | 6 months | ||||||
Series B Warrant | Registered Direct Offering | |||||||
Class of Stock [Line Items] | |||||||
Warrants granted (in shares) | 382,166 | ||||||
Exercise price of warrants (in dollars per share) | $ 3.80 | ||||||
Expiration period | 5 years 6 months | ||||||
Series D Warrant | |||||||
Class of Stock [Line Items] | |||||||
Vesting period | 6 months | ||||||
Series D Warrant | Registered Direct Offering | |||||||
Class of Stock [Line Items] | |||||||
Warrants granted (in shares) | 458,015 | ||||||
Exercise price of warrants (in dollars per share) | $ 3.15 | ||||||
Expiration period | 5 years 6 months | ||||||
Series F Warrant | |||||||
Class of Stock [Line Items] | |||||||
Vesting period | 6 months | ||||||
Series F Warrant | Registered Direct Offering | |||||||
Class of Stock [Line Items] | |||||||
Warrants granted (in shares) | 727,802 | ||||||
Exercise price of warrants (in dollars per share) | $ 1.936 | ||||||
Expiration period | 5 years 6 months | ||||||
Series G Warrant | Registered Direct Offering | |||||||
Class of Stock [Line Items] | |||||||
Warrants granted (in shares) | 2,756,340 | ||||||
Exercise price of warrants (in dollars per share) | $ 1.56 | ||||||
Expiration period | 5 years 6 months | ||||||
Series H Warrant | Registered Direct Offering | |||||||
Class of Stock [Line Items] | |||||||
Warrants granted (in shares) | 2,756,340 | ||||||
Exercise price of warrants (in dollars per share) | $ 1.56 | ||||||
Expiration period | 1 year 6 months | ||||||
Placement Agent Warrant | Registered Direct Offering | |||||||
Class of Stock [Line Items] | |||||||
Warrants granted (in shares) | 206,726 | ||||||
Exercise price of warrants (in dollars per share) | $ 2.2675 | ||||||
Expiration period | 5 years 6 months |
Stockholders' Equity - Series
Stockholders' Equity - Series A Convertible Preferred Stock (Details) - USD ($) | Jul. 13, 2006 | Mar. 17, 2006 | Sep. 30, 2005 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||
Accrued dividend during the period | $ 24,240 | $ 24,240 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Accumulated Deficit | |||||
Class of Stock [Line Items] | |||||
Accrued dividend during the period | $ 24,240 | $ 24,240 | |||
Series A Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Cumulative dividend rate (as a percent) | 4.00% | ||||
Accrued cumulative unpaid preferred stock dividends | $ 365,255 | $ 341,015 | |||
Preferred stock, par value (in dollars per share) | $ 10 | ||||
Conversion price per share (in dollars per share) | $ 691.20 | $ 928.80 | $ 691.20 | ||
Period during which the conversion price is subject to adjustment for dilutive issuances | 12 months | ||||
Share price for 20 consecutive trading days for automatic conversion | $ 1,857.60 | ||||
Number of consecutive trading days in which the closing price of the entity's common stock must equal or exceed a specified price in order for the preferred stock to be automatically converted | 20 days | ||||
Number of common stock shares traded per day during the 20 trading days for the preferred stock to be automatically converted | 116 | ||||
Number of trading days in which the specified volume of common stock must be traded for the preferred stock to be automatically converted | 20 days | ||||
Preferred stock, shares outstanding (in shares) | 60,600 | 60,600 |
Stockholders' Equity - Series B
Stockholders' Equity - Series B Convertible Preferred Stock (Details) - USD ($) | Jun. 12, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||
Proceeds from sale of common stock and warrants, net of expenses of $158,678 and $1,336,123 respectively | $ 8,817,772 | $ 11,779,525 | ||
Payments of stock issuance costs | $ 1,800,000 | |||
Sale of stock, net of expenses (in shares) | 1,994,929 | |||
Warrants granted (in shares) | 7,437,454 | 3,450,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Shares issued upon conversion (in shares) | 333,333 | |||
Series B Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Payments of stock issuance costs | $ 0 | $ 497,617 | ||
Deemed dividend recognized for beneficial conversion features of Series B Convertible Preferred Stock issuance | $ 2,800,000 | $ 0 | $ 2,769,533 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Sale of stock, net of expenses (in shares) | 4,761,754 | |||
Shares issued upon conversion (in shares) | 1,476,667 | 1,476,667 | ||
Underwriting Public Offering | ||||
Class of Stock [Line Items] | ||||
Proceeds from sale of common stock and warrants, net of expenses of $158,678 and $1,336,123 respectively | $ 18,000,000 | |||
Warrants granted (in shares) | 3,450,000 | |||
Exercise price of warrants (in dollars per share) | $ 6.60 | |||
Underwriting Public Offering | Common Stock | ||||
Class of Stock [Line Items] | ||||
Sale of stock, net of expenses (in shares) | 1,523,333 | 183,334 | 1,523,333 | |
Offering price (in dollars per share) | $ 6 | |||
Underwriting Public Offering | Common Stock | Series B Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Conversion ratio | 166.6667 | |||
Underwriting Public Offering | Series B Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Sale of stock, net of expenses (in shares) | 8,860 | |||
Preferred stock, par value (in dollars per share) | $ 1,000 | |||
Over-Allotment Option | ||||
Class of Stock [Line Items] | ||||
Warrants granted (in shares) | 450,000 |
Stockholders' Equity - Series C
Stockholders' Equity - Series C Convertible Preferred Stock (Details) - USD ($) | Jan. 25, 2019 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||
Stock issued (in shares) | 1,994,929 | |||
Warrants granted (in shares) | 7,437,454 | 3,450,000 | ||
Shares issued upon conversion (in shares) | 333,333 | |||
Conversion of stock, shares issued (in shares) | 333,333 | |||
Service receivable | $ 1,675,000 | $ 971,673 | $ 0 | |
Series C Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Shares converted (in shares) | 200,000 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Deemed dividend recognized on beneficial conversion features of convertible preferred stock | $ 268,269 | $ 0 | ||
Private Placement | ||||
Class of Stock [Line Items] | ||||
Amount financed under agreement | $ 1,675,000 | |||
Warrants granted (in shares) | 150,000 | |||
Exercise price of warrants (in dollars per share) | $ 3.762 | |||
Private Placement | Common Stock | ||||
Class of Stock [Line Items] | ||||
Stock issued (in shares) | 183,334 | |||
Shares issued upon conversion (in shares) | 1.67 | |||
Private Placement | Series C Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Stock issued (in shares) | 200,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Jun. 06, 2019 | May 30, 2018 | Jun. 13, 2017 | Sep. 17, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of shares vested | $ 386,654 | $ 1,864,537 | ||||
Options to purchase Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average grant date fair value (in dollars per share) | $ 1.91 | $ 13.08 | ||||
Unrecognized compensation cost for non-vested options | $ 1,256,924 | $ 375,548 | ||||
Period for recognition | 2 years 2 months 12 days | 1 year 2 months 12 days | ||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of vested awards | $ 191,436 | $ 1,099,058 | ||||
Equity Incentive Plan 2014 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 1,243,056 | 243,056 | 131,944 | 34,722 | ||
Shares available for issuance (in shares) | 167,888 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 884,943 | $ 2,174,627 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 0 | 30,488 |
Research and development expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 399,687 | 752,127 |
Selling, general and administrative expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 485,256 | $ 1,392,012 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Using Black-Scholes for Estimated Fair Value of Stock Options (Details) - Options to purchase Common Stock | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Expected volatility (weighted-average) | 96.00% | 91.00% |
Expected term (in years) | 5 years 11 months | 5 years 2 months 3 days |
Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 1.66% | 2.42% |
Expected volatility (range) | 95.00% | 89.00% |
Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 2.33% | 2.93% |
Expected volatility (range) | 99.00% | 98.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Activity (Details) - Options to purchase Common Stock - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Options | |||
Beginning balance (in shares) | 83,345 | 62,376 | |
Granted (in shares) | 971,313 | 52,791 | |
Forfeitures (in shares) | (36,148) | (31,590) | |
Expired (in shares) | (3,092) | (232) | |
Ending balance (in shares) | 1,015,418 | 83,345 | 62,376 |
Vested and exercisable (in shares) | 71,518 | ||
Weighted-Average Exercise Price Per Share | |||
Outstanding (in dollars per share) | $ 146.09 | $ 291.10 | |
Granted (in dollars per share) | 2.49 | 18.69 | |
Forfeited (in dollars per share) | 26.55 | 219.03 | |
Expired (in dollars per share) | 220.27 | 216 | |
Outstanding (in dollars per share) | 12.77 | $ 146.09 | $ 291.10 |
Vested and exercisable (in dollars per share) | $ 147.46 | ||
Intrinsic value, outstanding | $ 0 | $ 0 | $ 0 |
Intrinsic value, vested and exercisable | $ 0 | ||
Weighted average remaining contract term, outstanding | 9 years 20 days | 7 years 3 months 10 days | 7 years 1 month 10 days |
Weighted average remaining contractual term, exercisable | 4 years 9 months |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - Restricted Stock Units - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | |||
Beginning balance (in shares) | 30,132 | 17,700 | |
Granted (in shares) | 9,167 | 34,125 | |
Released (in shares) | (22,057) | (18,609) | |
Forfeited (in shares) | (5,941) | (3,084) | |
Ending balance (in shares) | 11,301 | 30,132 | |
Weighted Average Grant Date Fair Value Per Share | |||
Beginning weighted average grant date fair value (in dollars per share) | $ 15.38 | $ 14.36 | |
Granted (in dollars per share) | 1.61 | 4.64 | |
Released (in dollars per share) | 8.68 | 59.06 | |
Forfeitures (in dollars per share) | 13.82 | 147.60 | |
Ending weighted average grant date fair value (in dollars per share) | $ 14.36 | $ 103.32 | |
Intrinsic value, outstanding | $ 14,013 | $ 95,005 | $ 391,878 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Warrants (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | |
Changes in the Company's derivative financial instruments liability balance | ||
Balance of warrants outstanding at the beginning of the period (in shares) | shares | 3,649,341 | 322,774 |
Expired (in shares) | shares | (48,915) | |
Balance of warrants outstanding at the end of the period (in shares) | shares | 10,589,482 | 3,649,341 |
Balance of derivative financial instruments liability at the beginning of the period | $ 32,315 | |
Change in fair value of derivative financial instruments—warrants during the year recognized as a gain in the statement of operations | (28,188) | $ (617,072) |
Balance of derivative financial instruments liability at the end of the period | $ 4,127 | $ 32,315 |
Warrants to purchase Common Stock | ||
Changes in the Company's derivative financial instruments liability balance | ||
Weighted average remaining contractual life | 3 years 20 days | 4 years 20 days |
Warrants to purchase Common Stock | Black Scholes Option Pricing Method | ||
Changes in the Company's derivative financial instruments liability balance | ||
Balance of warrants outstanding at the beginning of the period (in shares) | shares | 64,496 | 77,942 |
Expired (in shares) | shares | (13,446) | |
Balance of warrants outstanding at the end of the period (in shares) | shares | 64,496 | 64,496 |
Balance of derivative financial instruments liability at the beginning of the period | $ 32,315 | $ 649,387 |
Expiration of Derivative Financial Instruments | 0 | |
Change in fair value of derivative financial instruments—warrants during the year recognized as a gain in the statement of operations | (28,188) | (617,072) |
Balance of derivative financial instruments liability at the end of the period | $ 4,127 | $ 32,315 |
Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Minimum | ||
Range of assumptions used to determine the fair value of warrants | ||
Estimated fair value of Trovagene common stock (in dollars per share) | $ / shares | $ 1.24 | $ 3.15 |
Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Maximum | ||
Range of assumptions used to determine the fair value of warrants | ||
Estimated fair value of Trovagene common stock (in dollars per share) | $ / shares | $ 3.75 | $ 25.14 |
Expected term | Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Minimum | ||
Range of assumptions used to determine the fair value of warrants | ||
Expected warrant term | 3 years 1 month 6 days | 0 years |
Expected term | Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Maximum | ||
Range of assumptions used to determine the fair value of warrants | ||
Expected warrant term | 4 years 1 month 6 days | 5 years 1 month 6 days |
Risk-free interest rate | Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Minimum | ||
Range of assumptions used to determine the fair value of warrants | ||
Measurement input | 0.0156 | 0.0176 |
Risk-free interest rate | Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Maximum | ||
Range of assumptions used to determine the fair value of warrants | ||
Measurement input | 0.0249 | 0.0292 |
Expected volatility | Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Minimum | ||
Range of assumptions used to determine the fair value of warrants | ||
Measurement input | 1.02 | 0.47 |
Expected volatility | Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Maximum | ||
Range of assumptions used to determine the fair value of warrants | ||
Measurement input | 1.11 | 1.31 |
Dividend yield | Warrants to purchase Common Stock | Black Scholes Option Pricing Method | ||
Range of assumptions used to determine the fair value of warrants | ||
Measurement input | 0 | 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Liabilities: | ||
Derivative financial instruments—warrants | $ 4,127 | $ 32,315 |
Recurring basis | Estimate of Fair Value Measurement | ||
Assets: | ||
Money market fund | 10,131,240 | 11,392,093 |
Total Assets | 10,131,240 | 11,392,093 |
Liabilities: | ||
Derivative financial instruments—warrants | 4,127 | 32,315 |
Total Liabilities | 4,127 | 32,315 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Estimate of Fair Value Measurement | ||
Assets: | ||
Money market fund | 10,131,240 | 11,392,093 |
Total Assets | 10,131,240 | 11,392,093 |
Liabilities: | ||
Derivative financial instruments—warrants | 0 | 0 |
Total Liabilities | 0 | 0 |
Recurring basis | Significant Other Observable Inputs (Level 2) | Estimate of Fair Value Measurement | ||
Assets: | ||
Money market fund | 0 | 0 |
Total Assets | 0 | 0 |
Liabilities: | ||
Derivative financial instruments—warrants | 0 | 0 |
Total Liabilities | 0 | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | Estimate of Fair Value Measurement | ||
Assets: | ||
Money market fund | 0 | 0 |
Total Assets | 0 | 0 |
Liabilities: | ||
Derivative financial instruments—warrants | 4,127 | 32,315 |
Total Liabilities | $ 4,127 | $ 32,315 |
Debt - Equipment Line of Credit
Debt - Equipment Line of Credit (Details) - Line of Credit - USD ($) | Apr. 06, 2018 | Nov. 30, 2015 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity for line of credit | $ 2,000,000 | ||
Repayment of total amounts borrowed as a percent | 7.00% | ||
Repayments of debt | $ 1,100,000 | ||
Interest expenses recorded | $ 25,161 | ||
Prime Rate | |||
Line of Credit Facility [Line Items] | |||
Interest rate above reference rate | 1.25% |
Income Taxes - Narrative (Deta
Income Taxes - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating loss carryforwards (NOLs) | |
Interest and/or penalties incurred | $ 0 |
Federal | |
Operating loss carryforwards (NOLs) | |
NOLs, subject to expiration | 129,000,000 |
NOLs, not subject to expiration | 30,300,000 |
California Franchise Tax Board | |
Operating loss carryforwards (NOLs) | |
NOLs | 70,100,000 |
R&D credits | Federal | |
Operating loss carryforwards (NOLs) | |
Tax credits | 2,400,000 |
R&D credits | California Franchise Tax Board | |
Operating loss carryforwards (NOLs) | |
Tax credits | $ 1,700,000 |
Income Taxes - Provision for I
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
State | $ 1 | $ 1 |
Total current provision | 1 | 1 |
Deferred: | ||
Federal | (2,634) | (1,307) |
State | (148) | (2,428) |
Total deferred (benefit) expense | (2,782) | (3,735) |
Valuation allowance | 2,781 | 3,734 |
Total income tax provision | $ 0 | $ 0 |
Income Taxes - Significant Com
Income Taxes - Significant Components of Company's Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Tax computed at the federal statutory rate | $ (3,447) | $ (3,457) |
State tax, net of federal tax benefit | (177) | (184) |
Permanent Items | 353 | 481 |
Stock options true-up | 875 | 0 |
Tax credits | (384) | (574) |
Valuation allowance increase (decrease) | 2,780 | 3,734 |
Provision for income taxes | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Tax computed at the federal statutory rate | 21.00% | 21.00% |
State tax, net of federal tax benefit | 1.00% | 1.00% |
Permanent Items | (2.00%) | (3.00%) |
Stock options true-up | (5.00%) | 0.00% |
Tax credits | 2.00% | 3.00% |
Valuation allowance increase (decrease) | (17.00%) | (22.00%) |
Provision for income taxes | 0.00% | 0.00% |
Income Taxes - Significant C_2
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Tax loss carryforwards | $ 38,494 | $ 35,019 |
Research and development credits and other tax credits | 3,710 | 3,595 |
Stock-based compensation | 531 | 1,301 |
Other | 1,252 | 1,126 |
Total deferred tax assets | 43,987 | 41,041 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | (154) | 0 |
Other | (12) | 0 |
Total deferred tax liabilities | 166 | 0 |
Net deferred tax assets before valuation allowance | 43,821 | 41,041 |
Valuation allowance | (43,821) | (41,041) |
Net deferred tax asset | $ 0 | $ 0 |
Commitments and Contingencies
Commitments and Contingencies - Research and Development and Clinical Trial Agreements (Details) - Norviano - USD ($) $ in Millions | 1 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2019 | |
Loss Contingencies [Line Items] | ||
Licensing and distribution rights commitment | $ 1 | |
Licensing Agreements | ||
Loss Contingencies [Line Items] | ||
Research and development expense | $ 2 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 0 | $ 664,686 |
Loss on disposal of property | 52,000 | |
Impaired Long-Lived Assets | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 187,000 | |
Loss on Sublease | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 425,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Related party committed expenditures | $ 1,470 | ||
Other Affiliates | |||
Related Party Transaction [Line Items] | |||
Research and development expense | $ 1,005 | $ 183 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Feb. 27, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Subsequent Event [Line Items] | ||||
Proceeds from exercise of warrants | $ 3,299,509 | $ 1,612,667 | ||
Number of warrants exercised (in shares) | 497,313 | 74,518 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Proceeds from exercise of warrants | $ 1,500,000 | $ 1,500,000 | ||
Series H Warrant | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Number of warrants exercised (in shares) | 1,005,072 | 1,005,072 | ||
Exercise price of warrants (in dollars per share) | $ 1.56 |