Document and Entity Information
Document and Entity Information Document - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 26, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | DYADIC INTERNATIONAL INC | ||
Entity Central Index Key | 0001213809 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 26,713,486 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 29.8 | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 2,386,314 | $ 5,786,348 |
Short-term investment securities | 38,816,441 | 41,898,754 |
Interest receivable | 294,240 | 489,841 |
Accounts receivable | 318,744 | 271,029 |
Income tax receivable | 506,866 | 0 |
Current portion of prepaid research and development | 253,446 | 1,015,194 |
Prepaid expenses and other current assets | 172,001 | 154,608 |
Total current assets | 42,748,052 | 49,615,774 |
Non-current assets: | ||
Long-term investment securities | 0 | 922,648 |
Long-term income tax receivable | 500,616 | 0 |
Non-current portion of prepaid research and development | 0 | 152,245 |
Other assets | 52,139 | 53,492 |
Total assets | 43,300,807 | 50,744,159 |
Current liabilities: | ||
Accounts payable | 309,060 | 520,261 |
Accrued expenses | 399,576 | 147,959 |
Deferred research and development obligations | 141,002 | 0 |
Income taxes payable | 0 | 100,675 |
Total current liabilities | 849,638 | 768,895 |
Commitments and contingencies (See Note 5) | ||
Stockholders' equity: | ||
Preferred stock | 0 | 0 |
Common stock | 38,967 | 38,937 |
Additional paid-in capital | 94,385,230 | 93,913,557 |
Treasury stock, shares held at cost | (18,929,915) | (16,625,873) |
Accumulated deficit | (33,043,113) | (27,351,357) |
Total stockholders’ equity | 42,451,169 | 49,975,264 |
Total liabilities and stockholders’ equity | $ 43,300,807 | $ 50,744,159 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 38,966,988 | 38,936,988 |
Common stock, shares outstanding (in shares) | 26,713,486 | 28,327,811 |
Treasury stock (in shares) | 12,253,502 | 10,609,177 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | ||
Research and development revenue | $ 1,295,451 | $ 758,420 |
Costs and expenses: | ||
Costs of research and development revenue | 1,027,278 | 680,197 |
Provision for contract losses | 0 | 220,715 |
Research and development | 2,101,628 | 1,765,474 |
Research and development - related party | 1,215,536 | 437,621 |
General and administrative | 4,522,676 | 5,030,354 |
Foreign currency exchange loss (gain), net | 20,778 | (249,059) |
Total costs and expenses | 8,887,896 | 7,885,302 |
Loss from operations | (7,592,445) | (7,126,882) |
Other income: | ||
Settlement of litigation, net | 0 | 4,358,223 |
Interest income, net | 894,532 | 566,146 |
Total other income | 894,532 | 4,924,369 |
Loss before income taxes | (6,697,913) | (2,202,513) |
Benefit from income taxes | 1,006,157 | 66,694 |
Net loss | $ (5,691,756) | $ (2,135,819) |
Basic and diluted net loss per common share (USD per share) | $ (0.21) | $ (0.07) |
Basic and diluted weighted-average common shares outstanding (in shares) | 27,673,300 | 28,917,961 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) | Total | Common Stock | Treasury Stock | Additional paid-in capital | Accumulated deficit |
Beginning balance (in shares) at Dec. 31, 2016 | 38,930,738 | (6,548,473) | |||
Beginning balance at Dec. 31, 2016 | $ 57,690,183 | $ 38,931 | $ (10,401,906) | $ 93,257,472 | $ (25,204,314) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | $ 643,430 | 643,430 | |||
Exercise of stock options (in shares) | 6,250 | 6,250 | |||
Exercise of stock options | $ 1,437 | $ 6 | 1,431 | ||
Repurchases of common stock (in shares) | (4,060,704) | ||||
Repurchases of common stock | (6,223,967) | $ (6,223,967) | |||
Net loss | $ (2,135,819) | (2,135,819) | |||
Ending balance (in shares) at Dec. 31, 2017 | 38,936,988 | 38,936,988 | (10,609,177) | ||
Ending balance at Dec. 31, 2017 | $ 49,975,264 | $ 38,937 | $ (16,625,873) | 93,913,557 | (27,351,357) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | $ 467,203 | 467,203 | |||
Exercise of stock options (in shares) | 30,000 | 30,000 | |||
Exercise of stock options | $ 4,500 | $ 30 | 4,470 | ||
Repurchases of common stock (in shares) | (1,644,325) | ||||
Repurchases of common stock | (2,304,042) | $ (2,304,042) | |||
Net loss | $ (5,691,756) | (5,691,756) | |||
Ending balance (in shares) at Dec. 31, 2018 | 38,966,988 | 38,966,988 | (12,253,502) | ||
Ending balance at Dec. 31, 2018 | $ 42,451,169 | $ 38,967 | $ (18,929,915) | $ 94,385,230 | $ (33,043,113) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (5,691,756) | $ (2,135,819) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 467,203 | 643,430 |
Amortization of premium on held-to-maturity securities, net | 676,644 | 1,107,377 |
Provision for contract losses | 0 | (216,324) |
Foreign currency exchange loss (gain), net | 20,778 | (249,059) |
Changes in operating assets and liabilities: | ||
Interest receivable | 195,601 | 3,313 |
Accounts receivable | (59,984) | 333,020 |
Income tax receivable | (1,007,482) | 0 |
Prepaid research and development | 913,013 | (1,167,439) |
Prepaid expenses and other current assets | (17,395) | 97,726 |
Other assets | 0 | (47,452) |
Accounts payable | (195,755) | 207,434 |
Accrued expenses | 251,617 | (242,200) |
Deferred research and development obligation | 141,002 | (122,222) |
Income taxes payable | (100,675) | 97,041 |
Net cash used in operating activities | (4,407,189) | (1,691,174) |
Cash flows from investing activities | ||
Purchases of held-to-maturity investment securities | (49,734,681) | (51,463,084) |
Proceeds from maturities of investment securities | 53,063,000 | 50,651,000 |
Net cash provided by (used in) investing activities | 3,328,319 | (812,084) |
Cash flows from financing activities | ||
Repurchases of common stock | (2,304,042) | (6,223,967) |
Proceeds from exercise of options | 4,500 | 1,437 |
Net cash used in financing activities | (2,299,542) | (6,222,530) |
Effect of exchange rate changes on cash | (21,622) | 257,920 |
Net decrease in cash, cash equivalents and restricted cash | (3,400,034) | (8,467,868) |
Cash, cash equivalents and restricted cash at beginning of period | 5,786,348 | 14,254,216 |
Cash, cash equivalents and restricted cash at end of period | 2,386,314 | 5,786,348 |
Supplemental cash flow information | ||
Cash received from income tax refund | $ 0 | $ (163,735) |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Description of Business Dyadic International, Inc. (“Dyadic”, “we”, or the “Company”) is a global biotechnology platform company based in Jupiter, Florida with operations in the United States, a satellite office in the Netherlands and research organizations performing services under contract to Dyadic in Finland and Spain. Over the past two decades, the Company has developed a gene expression platform for producing commercial quantities of industrial enzymes and other proteins, and has previously licensed this technology to third parties, such as Abengoa Bioenergy, BASF, Codexis and others, for use in industrial (non-pharmaceutical) applications. This technology is based on the Myceliophthora thermophila fungus, which the Company named C1. The C1 technology is a robust and versatile fungal expression system for the development and production of enzymes and other proteins. On December 31, 2015, the Company sold its industrial technology business to DuPont Danisco (“DuPont”), the industrial biosciences business of DuPont (NYSE: DD) for $75.0 million (the “DuPont Transaction”). As part of the DuPont Transaction, Dyadic retained co-exclusive rights to the C1 technology for use in all human and animal pharmaceutical applications, and currently has the exclusive ability to enter into sub-license agreements (subject to the terms of the license and to certain exceptions). DuPont retained certain rights to utilize the C1 technology in pharmaceutical applications, including the development and production of pharmaceutical products, for which it will be required to make royalty payments to Dyadic upon commercialization. In certain circumstances, Dyadic may owe a royalty to either DuPont or certain licensors of DuPont, depending upon whether Dyadic elects to utilize certain patents either owned by DuPont or licensed in by DuPont. After the DuPont Transaction, the Company has been focused on the biopharmaceutical industry, specifically in further improving and applying the proprietary C1 technology into a safe and efficient gene expression platform to help speed up the development, lower production costs and improve the performance of biologic vaccines and drugs at flexible commercial scales. We believe that the C1 technology could be beneficial in the development and manufacturing of human and animal vaccines (such as virus-like particles (VLPs) and antigens), monoclonal antibodies (mAbs), Bi-Specific antibodies, Fab antibody fragments, Fc-Fusion proteins, and other therapeutic enzymes and proteins. Summary of Significant Accounting Policies Basis of Presentation The accompanying audited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intra-entity transactions and balances have been eliminated in consolidation. The Company has reclassified certain 2017 amounts previously reported to conform to the 2018 consolidated financial statement presentation. These consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Since concluding the DuPont Transaction, the Company has conducted business in one operating segment, which is identified by the Company based on how resources are allocated, and operating decisions are made. Management evaluates performance and allocates resources based on the Company as a whole. Use of Estimates The preparation of these consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amount of assets and liabilities and related disclosure of contingent assets and liabilities at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the applicable period. Actual results may differ from these estimates under different assumptions or conditions. Such differences could be material to the consolidated financial statements. Concentrations The Company’s financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, and investment securities. At times, the Company has cash, cash equivalents, and investment securities at financial institutions exceeding the Federal Depository Insurance Company (“FDIC”) and the Securities Investor Protection Corporation (“SIPC”) insured limit on domestic currency and the Netherlands FDIC counterpart for foreign currency. The Company only deals with reputable financial institutions and has not experienced any losses in such accounts. For the years ended December 31, 2018 and 2017 , the Company's revenue was generated from six and three customers, respectively. At December 31, 2018 and 2017 , the Company’s account receivable was from four and three customers, respectively. The loss of business from one or a combination of the Company's customers could adversely affect its operations. The Company conducts operations in The Netherlands through its foreign subsidiary and generates a portion of its revenues from customers that are located outside of the United States. As of and for the year ended December 31, 2018 , the Company only had one customer outside of the United Sates (i.e. European customer) that accounted for approximately 21.7% or $281,000 of total revenue and no accounts receivable. As of and for the year ended December 31, 2017 , the Company only had one customer outside of the United States (i.e., European customer) that accounted for approximately 22.7% or $172,000 of total revenue and approximately 14.9% of total accounts receivable. Cash, Cash Equivalents and Restricted Cash We treat highly liquid investments with original maturities of three months or less when purchased as cash equivalents, including money market funds, which are unrestricted for withdrawal or use. Restricted cash includes escrowed funds from the sale of assets due to the DuPont Transaction. As a result of adopting ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”, the Company is no longer required to present transfers between cash and restricted cash, and between cash equivalents and restricted cash equivalents on its statements of cash flows. Please refer to “Recently Adopted Accounting Pronouncements” for details. Investment Securities The Company invests excess cash balances in short-term and long-term investment grade securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the classifications at each balance sheet date. The Company’s investments in debt securities have been classified and accounted for as held-to-maturity. Held-to-maturity securities are those securities that the Company has the ability and intent to hold until maturity. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Premiums and discounts are amortized over the life of the related held-to-maturity security. When a debt security is purchased at a premium, both the face value of the debt and premium amount are reflected as investing outflow. Other-than-temporary impairment charges, if incurred, will be included in other income (expense). The Company’s investments in money market funds have been classified and accounted for as available-for-sale securities and presented as cash equivalents on the consolidated balance sheet. As of December 31, 2018 and 2017 , all of our money market funds were invested in U.S. Government money market funds. The Company did not have any investment securities classified as trading as of December 31, 2018 and 2017 . The Company classifies its investment securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Investment securities with maturities of 12 months or less are classified as short-term, and investment securities with maturities greater than 12 months are classified as long-term, from the applicable reporting date. Accounts Receivable Accounts receivable consist of billed receivables currently due from customers and unbilled receivables. Unbilled receivables represent the excess of contract revenue (or amounts reimbursable under contracts) over billings to date. Such amounts become billable in accordance with the contract terms, which usually consider the passage of time, achievement of certain milestones or completion of the project. Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Substantially all of our accounts receivable were current and include unbilled amounts that will be billed and collected over the next twelve months. There was no allowance for doubtful accounts as of December 31, 2018 and 2017 . Accounts receivable consist of the following: December 31, 2018 2017 Billed receivable $ 193,065 $ 208,475 Unbilled receivable 125,679 62,554 $ 318,744 $ 271,029 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: December 31, 2018 2017 Prepaid insurance $ 91,725 $ 89,760 Prepaid expenses - various 77,249 63,678 Prepaid taxes 3,027 1,170 $ 172,001 $ 154,608 Accounts Payable Accounts payable consist of the following: December 31, 2018 2017 Research and development expenses $ 240,064 $ 459,141 Legal expenses — 6,865 Other 68,996 54,255 $ 309,060 $ 520,261 Accrued Expenses Accrued expenses consist of the following: December 31, 2018 2017 Employee wages and benefits $ 268,287 $ 83,674 Research and development expenses 49,666 60,188 Other 81,623 4,097 $ 399,576 $ 147,959 Provision for Contract Losses The Company assesses the profitability of our collaboration agreements to provide research services to our contracted business partners and identifies those contracts where current operating results or forecasts indicate probable future losses. If the anticipated contract cost exceeds the anticipated contract revenue, a provision for the entire estimated loss on the contract is recorded and then accreted into the statement of operations over the remaining term of the contract. The provision for contract losses is based on judgment and estimates, including revenues and costs, where applicable, the consideration of our business partners' reimbursement, and when such loss is deemed probable to occur and is reasonable to estimate. Research and Development Costs Research and development (“R&D”) costs are expensed as incurred. R&D costs are related to the Company’s internally funded pharmaceutical programs and other governmental and commercial projects. Research and development costs consist of personnel-related costs, facilities, research-related overhead, services from independent contract research organizations, and other external costs. Research and development costs, including related party, during the years ended December 31, 2018 and 2017 were as follows: Years Ended December 31, 2018 2017 Outside contracted services $ 1,637,953 $ 1,299,072 Contracted services - related party 1,215,536 437,621 Personnel related costs 376,312 362,060 Facilities, overhead and other 87,363 104,342 $ 3,317,164 $ 2,203,095 Foreign Currency Transaction Gain or Loss The Company’s foreign subsidiary uses the U.S. dollar as its functional currency, and it initially measures the foreign currency denominated assets and liabilities at the transaction date. Monetary assets and liabilities are then re-measured at exchange rates in effect at the end of each period, and property and non-monetary assets and liabilities are converted at historical rates. Litigation Settlement On March 1, 2017, the Company and Greenberg Traurig, LLP, and Greenberg Traurig, P.A. (collectively, “Greenberg Traurig”) reached a settlement before the case went to the jury. On April 14, 2017, the Company received the full settlement payment in the amount of $4,500,000 , net of legal fees and expenses. In connection with a settlement agreement dated October 22, 2013 between Mark A. Emalfarb (“MAE”), and Dyadic, Dyadic agreed to pay MAE 5% of any net settlement proceeds up to $25 million , and 8% in excess of $25 million provided that the maximum amount payable under the agreement be limited to $6 million . In the second quarter of 2017, the Company made a payment of $141,777 to MAE to satisfy this prior contractual obligation. The net litigation settlement gain of $4,358,223 was reported in the Company’s consolidated statement of operations, in other income, in the first quarter of 2017. Fair Value Measurements The Company applies fair value accounting for certain financial instruments that are recognized or disclosed at fair value in the financial statements. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Assets and liabilities on the audited consolidated balance sheets are measured at carrying values, which approximate fair values due to the short-term nature of these balances. Such items include cash and cash equivalents, accounts receivable, accounts payable, prepaid expenses, and accrued expenses. Investments in debt securities are recorded at amortized cost, and their estimated fair value amounts are provided by the third-party broker service for disclosure purposes. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, “Income Taxes”. Under this method, income tax expense /(benefit) is recognized for: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all the deferred tax assets will not be realized. In determining taxable income for the Company’s consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. This process requires the Company to make certain estimates of our actual current tax exposure and assessment of temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, the Company must consider all available positive and negative evidence including its past operating results, the existence of cumulative losses in the most recent years and its forecast of future taxable income. Significant management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. The Company is required to evaluate the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability should be recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefits, because it represents a company’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provision of ASC 740. The Company classifies accrued interest and penalties related to its tax positions as a component of income tax expense. The Company is not subject to U.S. federal, state and local tax examinations by tax authorities for the years before 2014. Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) and other revenue, expenses, gains and losses that are recorded as an element of shareholders’ equity but are excluded from net income (loss) under U.S. GAAP. The Company does not have any significant transactions that are required to be reported in other comprehensive income (loss), and therefore, does not separately present a statement of comprehensive income (loss) in its consolidated financial statements. Stock-Based Compensation We recognize all share-based payments to employees and our board of directors, as non-cash compensation expense, in research and development expenses or general and administrative expenses in the consolidated statement of operations based on the grant date fair values of such payments. Stock-based compensation expense recognized each period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are recorded as they occur. Net Loss Per Share Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted net loss per share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents, such as stock options, warrants, restricted stock and convertible debt, were exercised or converted into common stock, calculated by applying the treasury stock method. For the years ended December 31, 2018 and 2017 , the effect of the potential exercise of options to purchase 3,552,890 and 2,712,390 shares of common stock, respectively, were excluded from the computation of diluted net loss per share as their effect would have been anti-dilutive. Recent Accounting Pronouncements Not Adopted as of December 31, 2018 In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Companies are required to recognize and measure leases using a modified retrospective approach at either the beginning of the earliest comparative period presented or the beginning of the reporting period in which the entity first applies the new standard. ASU 2016-02 was effective for the Company beginning in the first quarter of 2019. The adoption of this standard will not have a material impact on the Company’s consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which modifies the measurement of expected credit losses of certain financial instruments. ASU 2016-13 will be effective for the Company beginning in the first quarter of 2020. The Company is currently evaluating the impact, if any, of this newly issued guidance. In March 2017, the FASB issued ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization of Purchased Callable Debt Securities. The amendments in this ASU shorten the amortization period for certain callable debt securities held at a premium. The amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments will be effective for the Company beginning in the first quarter of 2019. The Company does not expect the standard to have a material impact on its consolidated financial statements and related disclosures. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The new guidance allows a reclassification from accumulated other comprehensive income to retained earnings for any stranded tax effects resulting from the Tax Cuts and Jobs Act that was enacted on December 22, 2017. The new guidance will be effective for the Company beginning in the first quarter of 2019. The Company does not expect the standard to have a material impact on its consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) which modifies the disclosure requirements on fair value measurements. The effective date for the standard is fiscal years beginning after December 15, 2019, which for the Company is January 1, 2020. Early adoption is permitted. The new disclosure requirements for changes in unrealized gains and losses in other comprehensive income for recurring Level 3 measurements, the range and weighted average of significant unobservable inputs and the amended requirements for the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively. The Company does not expect ASU 2018-13 to have a material impact on our consolidated financial statements. Other pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not significant to our consolidated financial statements. Recently Adopted Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The Company adopted this ASU effective January 1, 2018. The impact of adopting of this ASU on our consolidated financial statements was not material. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope and Modification Accounting. An entity may change the terms or conditions of a share-based payment award for many different reasons, and the nature and effect of the change can vary significantly. Modification is currently defined as “a change in any of the terms or conditions of a share-based payment award.” The amendments in this ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in accordance with Topic 718. The Company adopted this ASU effective January 1, 2018. The impact of adopting of this ASU on our consolidated financial statements was not material. Revenue Recognition On January 1, 2018, we adopted Accounting Standards Codification, or ASC, Topic 606, “Revenue from Contracts with Customers”, and all related amendments, using the full retrospective transition method. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Topic 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most prior revenue recognition guidance. This new standard requires an entity to recognize revenue for the transfer of promised goods or services to a customer in an amount that reflects the consideration that the entity expects to receive and consistent with the delivery of the performance obligation described in the underlying contract with the customer. We have determined that the impact of adopting this new standard is not material to our revenue recognition model, and therefore, no adjustment was made to our previously reported consolidated financial statements. As a result of the adoption of Topic 606, the Company’s accounting policy for revenue recognition is as follows: The Company has no pharmaceutical products approved for sale at this point, and all of our revenue to date has been research revenue from third party collaborations and government grants. The Company may generate future revenue from license agreements and collaborative arrangements, which may include upfront payments for licenses or options to obtain a license, payment for research and development services and milestone payments. The Company typically performs research and development services as specified in each respective agreement on a best efforts basis, and recognizes revenue from research funding under collaboration agreements in accordance with the 5-step process outlined in Topic 606: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We recognize revenue when we satisfy a performance obligation by transferring control of the service to a customer in an amount that reflects the consideration that we expect to receive. Since the performance obligation under our collaboration agreements is generally satisfied over time, we elected to use the input method under Topic 606 to measure the progress toward complete satisfaction of a performance obligation. Under the input methods, revenue will be recognized on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation. The Company believes that the cost-based input method is the best measure of progress to reflect how the Company transfers its performance obligation to a customer. In applying the cost-based input method of revenue recognition, the Company uses actual costs incurred relative to budgeted costs to fulfill the performance obligation. These costs consist primarily of full-time equivalent effort and third-party contract costs. Revenue will be recognized based on actual costs incurred as a percentage of total budgeted costs as the Company completes its performance obligations. A cost-based input method of revenue recognition requires management to make estimates of costs to complete the Company’s performance obligations. In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates. The cumulative effect of revisions to estimated costs to complete the Company’s performance obligations will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. We invoice customers based on our contractual arrangements with each customer, which may not be consistent with the period that revenues are recognized. When there is a timing difference between when we invoice customers and when revenues are recognized, we record either a contract asset (unbilled accounts receivable) or a contract liability (deferred research and development obligations), as appropriate. The Company adopted the following practical expedients and exemptions: We generally expense sales commissions when incurred because the amortization period would be one year or less. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Statement of Cash Flows In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which modifies the presentation of the statement of cash flows and requires reconciliation of the overall change in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. As a result, the statement of cash flows will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company early adopted this ASU effective July 1, 2017. The adoption of this ASU impacted the Company’s presentation of its statement of cash flows but did not have a material impact on the Company’s consolidated balance sheet or consolidated statement of operations. Accordingly, the Company has retrospectively adjusted the presentation of its consolidated statement of cash flows for all periods presented. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which made eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU further clarified how the predominance principle should be applied to cash receipts and payments relating to more than one class of cash flows. The Company adopted this ASU effective January 1, 2018. In accordance with this ASU, the Company retrospectively adjusted the presentation of its consolidated statement of cash flows for all periods presented by reclassifying the cash outflows of premium on held-to-maturity securities from operating cash flows to investing cash flows. The following table summarizes, by financial statement line item, the adjusted presentation upon the adoption of ASU 2016-15, in the Company’s consolidated statement of cash flows as of December 31, 2017 : As Filed Adjustments Adjusted Operating Activities: Amortization of premium on held-to-maturity securities $ 192,293 $ 915,084 $ 1,107,377 Net cash used in operating activities $ (2,606,258 ) $ 915,084 $ (1,691,174 ) Investing activities: Purchase of held-to-maturity securities, including premiums $ (50,548,000 ) $ (915,084 ) $ (51,463,084 ) Net cash provided by (used in) investing activities $ 103,000 $ (915,084 ) $ (812,084 ) |
Cash, Cash Equivalent, and Inve
Cash, Cash Equivalent, and Investments | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalent, and Investments | Cash, Cash Equivalent, and Investments The Company’s investments in debt securities are classified as held-to-maturity and are recorded at amortized cost, and its investments in money market funds are classified as cash equivalents. The following table shows the Company’s cash, available-for-sale securities, and short-term and long-term investment securities by major security type as of December 31, 2018 and 2017 : December 31, 2018 Gross Gross Level Unrealized Unrealized (1) Fair Value Holding Gains Holding Losses Adjusted Cost Cash and Cash Equivalents Cash $ 1,048,272 $ — $ — $ 1,048,272 Money Market Funds 1 1,338,042 1,338,042 Subtotal 2,386,314 — — 2,386,314 Short-Term Investment Securities (2) Corporate Bonds (4) 2 38,731,120 — (85,321 ) 38,816,441 Long-Term Investment Securities (3) Corporate Bonds 2 — — — — Total $ 41,117,434 $ — $ (85,321 ) $ 41,202,755 December 31, 2017 Gross Gross Level Unrealized Unrealized (1) Fair Value Holding Gains Holding Losses Adjusted Cost Cash and Cash Equivalents Cash $ 838,110 $ — $ — $ 838,110 Money Market Funds 1 4,948,238 — — 4,948,238 Subtotal 5,786,348 — — 5,786,348 Short-Term Investment Securities (2) Corporate Bonds (4) 2 41,811,273 — (87,481 ) 41,898,754 Long-Term Investment Securities (3) Corporate Bonds (4) 2 911,698 — (10,950 ) 922,648 Total $ 48,509,319 $ — $ (98,431 ) $ 48,607,750 _________________ Notes: (1) Definition of the three-level fair value hierarchy: • Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities • Level 2 - Other inputs that are directly or indirectly observable in the markets • Level 3 - Inputs that are generally unobservable (2) Short-term investment securities will mature within 12 months or less, from the applicable reporting date. (3) Long-term investment securities will mature between 12 and 18 months, from the applicable reporting date. (4) The premium paid to purchase held-to-maturity investment securities was $378,681 and $915,084 for the years ended December 31, 2018 and 2017 , respectively. The Company considers the declines in market value of its investment portfolio to be temporary in nature. The Company's investment policy requires investment securities to be investment grade and held to maturity with the primary objective to maintain a high degree of liquidity while maximizing yield. When evaluating an investment for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, changes in market interest rates, and whether it is more likely than not the Company will be required to sell the investment before recovery of the investment's cost basis. As of December 31, 2018 , the Company does not consider any of its investments to be other-than-temporarily impaired. |
Research and Collaboration Agre
Research and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development [Abstract] | |
Research and Collaboration Agreements | Research and Collaboration Agreements On June 30, 2017, the Company entered into a strategic Research Services Agreement (the “RSA”) with Biotechnology Developments for Industry in Pharmaceuticals, S.L.U. (“BDI Pharma”), and a Service Framework Agreement (the “SFA”, and together with the RSA, the “R&D Agreements”), with VLP The Vaccines Company, S.L.U. (“VLPbio”), both companies are subsidiaries of Biotechnology Developments for Industry, S.L., a Spanish biotechnology company (“BDI Holdings” and together with BDI Pharma and VLPbio, “BDI”). The R&D Agreements provide a framework under which the parties will engage in a research and development collaboration encompassing several different projects over approximately a two -year period, with a focus on advancing Dyadic’s proprietary C1 technology in the development of next generation biological vaccines and drugs. Dyadic expects to leverage the BDI team’s previous C1 gene expression and industrial fermentation scale-up and commercialization experience with yeast and filamentous fungi processes to further advance Dyadic’s proprietary C1 technology with the potential to commercialize certain biopharmaceutical product(s). All the data and any products developed from the funded research projects will be owned by Dyadic. Upon closing of the BDI transaction, the Company paid EUR €1 million in cash to engage BDI to develop designated C1 based product candidates and further improve the C1 manufacturing process, in consideration of which Dyadic also received a 16.1% equity interest in BDI Holdings and a 3.3% equity interest in VLPbio. BDI is obligated to spend a minimum amount of EUR €936,000 over two years in the conduct of the research and development project under the RSA. If the research and development activities produce a product that is selected for additional development and commercialization, then Dyadic expects to share with BDI a range of between 50% and 75% of the net income from such selected product, depending upon the amount of BDI’s aggregate spend in the development of the selected product, with a minimum aggregate spend by BDI of EUR €1 million for a 50% share and EUR €8 million for a 75% share. If BDI does not enter into an agreement with Dyadic for such additional development and commercialization of the selected product, then Dyadic will pay to BDI EUR €1.5 million of the net income from Dyadic’s commercialization, if any, of the selected product. In addition, under the SFA, Dyadic agreed to purchase from BDI at least USD $1 million in contract research services specified by Dyadic over two years since the closing of the BDI transaction. The Company has concluded that BDI is not a Variable Interest Entity (“VIE”), because BDI has sufficient equity to finance its activities without additional subordinated financial support and its at-risk equity holders have the characteristics of a controlling financial interest. Additionally, Dyadic is not the primary beneficiary of BDI. Specifically, Dyadic does not have the power to control or direct the activities of BDI or its operations. As a result, the Company does not consolidate its investments in BDI, and the financial results of BDI are not included in the Company’s consolidated financial results. The Company performed a valuation analysis of the components of the transaction and allocated the consideration based on the relative fair value of each component. As the fair value of BDI equity interest was considered immaterial, the initial payment of approximately USD $1.1 million (EUR €1.0 million ) was accounted for as a prepaid research and development collaboration payment on our consolidated balance sheet, and both the collaboration payment and the remaining USD $1 million commitment to be paid by Dyadic under the SFA will be expensed as the related research services are performed by BDI. As of December 31, 2018 , there were three collaboration projects completed and one in progress under the SFA for a total of approximately EUR €0.8 million . As of December 31, 2018 and 2017, the prepaid research and development collaboration related to BDI recorded on our consolidated balance sheet were approximately $0.3 million and $1.2 million , respectively. The amounts have been allocated between the current and non-current based on whether it is expected to be used over the next 12-month period or beyond. For the years ended December 31, 2018 and 2017, research and development expenses related to BDI were recorded as research and development - related party in our consolidated statements of operations in the amount of approximately $1.2 million and $0.4 million , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Tax Cuts and Jobs Act ("TCJA") was enacted on December 22, 2017 and is effective January 1, 2018. The TCJA contains several key provisions, including a reduction in the U.S. Federal corporate income tax rate from 35% to 21% and a change to the corporate alternative minimum tax ("AMT"). We were required to remeasure all our U.S. deferred tax assets as of December 22, 2017 and recorded a decrease to deferred tax assets of $0.4 million and increase in valuation allowance of the same amount, all of which reflects the estimated impact associated with the re-measurement of our U.S. deferred tax asset at the lower U.S. federal corporate income tax rate. The TCJA's reduction in the U.S. statutory tax rate had no additional impact on the consolidated financial statement for the year ended December 31, 2018. The TCJA eliminated the corporate AMT and permits existing AMT credit carryforwards to be used to reduce the regular tax obligation in 2018, 2019, and 2020. Any AMT credit carryforwards that do not reduce regular taxes are eligible for a 50% refund in 2018 through 2020, and a 100% refund in 2021. Accordingly, we reclassified t he balance of the AMT credit from the deferred tax asset to an income tax receivable. The corresponding balance in the valuation allowance has been reversed into income tax benefit in the amount of $1,001,233 . We expect to receive 50% of the refundable balance for tax years 2018 through 2020, and 100% of the remaining refundable balance in 2021. The significant components of loss before income taxes are as follows: Years Ended December 31, 2018 2017 U.S. operations $ (6,622,695 ) $ (2,096,939 ) Foreign operations (75,218 ) (105,574 ) Total loss before provision for income taxes $ (6,697,913 ) $ (2,202,513 ) The significant components of our (benefit) provision for income tax for the years ended December 31, 2018 and 2017 are as follows: Years Ended December 31, 2018 2017 Current and deferred tax (benefit) expense Federal $ (1,001,233 ) $ (66,694 ) State — — Foreign — — $ (1,001,233 ) $ (66,694 ) The income tax provision differs from the expense amount that would result from applying the federal statutory rates to income before income taxes due to deferred income tax resulting to permanent differences, state taxes and a change in the deferred tax valuation allowance. The reconciliation between the statutory tax rate and the Company’s actual effective tax rate is as follows: Years Ended December 31, 2018 2017 Tax at U.S. statutory rate (21.00 )% (34.00 )% State taxes, net of federal benefit (4.25 ) (3.45 ) Non-deductible items 0.44 1.73 Change in valuation allowance 10.25 12.97 True-up adjustment (0.17 ) 7.10 Foreign operations (0.28 ) 0.66 Change in tax rates — 19.40 AMT adjustment 0.06 — Effective income tax rate (14.95 )% 4.41 % The significant components of the Company’s net deferred income tax assets are as follows: December 31, 2018 2017 Gain/Loss on disposals $ — $ (5,900 ) Stock option expense 242,700 154,300 NOL carryforward 2,668,000 1,088,000 AMT credit carryforward — 1,005,300 Research and development credits 1,656,500 1,656,500 Other 11,200 (6,500 ) Deferred tax asset, net of deferred tax liabilities 4,578,400 3,891,700 Valuation allowance (4,578,400 ) (3,891,700 ) Net deferred tax asset $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management evaluates whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on management’s evaluation, the net deferred tax asset was offset by a full valuation allowance as of December 31, 2018 and 2017 . The Company had net operating loss (“NOL”) carryforwards available in 2018 that will begin to expire in 2036. As of December 31, 2018 , and 2017 , the Company had NOLs in the amount of approximately $9.1 million and $2.9 million , respectively. As of December 31, 2018 and 2017 , no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. On March 30, 2017, the Company received a letter from the United States Internal Revenue Service (the “IRS”) informing the Company that its 2015 federal tax return was selected for examination. During the period of May to September 2017, the Company had several meetings with the IRS agent and provided the IRS with all requested information. On October 17, 2017, the Company received the final closing letter from the IRS, informing the Company that its review of our tax filing for 2015 was complete, and no changes were required. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases Jupiter, Florida He adquarters The Company’s corporate headquarters are located in Jupiter, Florida. The Company occupies approximately 4,900 square feet with a monthly rental rate and common area maintenance charges of approximately $9,450 . The lease expires on June 30, 2019, and thereafter, the Company will reconsider the square footage of the leased space to align with the staffing requirements of the future operations of the Company. The Netherlands Office The Company maintains a small satellite office in Wageningen, The Netherlands. In 2018, the Company occupied approximately 258 square feet with annual rentals and common area maintenance charges of approximately $4,700 . The lease expired on January 31, 2019, and thereafter, the Company entered into a new lease with the same lessor (the “New Lease”). The New Lease has a one year term and includes a flexible office space with annual rentals of approximately $4,000 . Employment Agreements In connection with Ping Rawson’s appointment as the Company’s Chief Accounting Officer in March 2018, the Company’s Board of Directors approved compensation for Ms. Rawson as follows: Ms. Rawson will be entitled to an annual base salary of $210,000 and she is eligible for a discretionary annual performance bonus up to 100,000 stock options priced at the grant date. In addition, the Company granted Ms. Rawson a sign-on award of 50,000 stock options that will vest annually in equal installments over four years, and a conditional award of 50,000 stock options that will vest upon the Company’s becoming an SEC reporting entity. Such options will automatically vest, if for any reason the Board determines not to pursue SEC registration or in the event of a change of control. Ms. Rawson will be eligible for six months of severance benefits, if her services are no longer required due to a change of control or any reason other than for cause. Such severance benefits will increase to twelve months, one year from the effective date of the agreement or upon the Company becoming an SEC reporting entity, whichever occurs first. Purchase Obligations The following table provides a schedule of commitments related to agreements to purchase certain services in the ordinary course of business, as of December 31, 2018 : 2019 $ 2,082,183 2020 — 2021 — 2022 — 2023 — Thereafter — Total $ 2,082,183 The purchase obligations in the table above are primarily related to our contracts with the Company’s contract research organizations to provide certain research services. The contracts set forth the Company’s minimum purchase requirements that are subject to adjustments based on certain performance conditions. All contracts expire in 2019. Legal Proceedings On March 1, 2017, Dyadic and the Company’s former outside legal counsel consisting of the law firms of Greenberg Traurig, LLP, and Greenberg Traurig, P.A. reached a confidential settlement regarding its professional liability litigation before the case went to the jury. On April 14, 2017, the Company received the full settlement payment in the amount of $4.5 million , net of legal fees and expenses. In connection with a settlement agreement dated October 22, 2013 between Mark A. Emalfarb (“MAE”), and Dyadic, Dyadic agreed to pay MAE 5% of any net settlement proceeds up to $25 million , and 8% in excess of $25 million provided that the maximum amount payable under the agreement be limited to $6 million . In the second quarter of 2017, the Company made a payment of $141,777 to MAE to satisfy this prior contractual obligation. The net litigation settlement gain of $4,358,223 was reported in the Company’s consolidated statement of operations, in other income, in the first quarter of 2017. In addition to the matters noted above, from time to time, the Company is subject to legal proceedings, asserted claims and investigations in the ordinary course of business, including commercial claims, employment and other matters, which management considers immaterial, individually and in the aggregate. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The requirement for these provisions is reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Litigation is inherently unpredictable and costly. While the Company believes that it has valid defenses with respect to the legal matters pending against it, protracted litigation and/or an unfavorable resolution of one or more of such proceedings, claims or investigations against the Company could have a material adverse effect on the Company’s consolidated financial position, cash flows or results of operations. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation Description of Equity Plans The 2011 Equity Incentive Plan (the “2011 Plan”) was adopted by the Company’s Board of Directors on April 28, 2011 and approved by the Company’s stockholders on June 15, 2011. The 2011 Plan serves as the successor to the Company’s 2006 Stock Option Plan (the “2006 Plan”). Since the effective date of the 2011 Plan, all future equity awards were made from the 2011 Plan, and no additional awards will be granted under the 2006 plan. Under the 2011 Plan, 3,000,000 shares of the Company’s common stock have been initially reserved for issuance pursuant to a variety of share-based compensation awards, plus any shares available for issuance under the 2006 Plan or are subject to awards under the 2006 Plan which are forfeited or lapse unexercised and which following the effective date are not issued under the 2006 Plan. As of December 31, 2018 , the Company had 3,552,890 stock options outstanding and an additional 1,136,211 shares of common stock available for grant under the 2011 Plan. As of December 31, 2017 , there were 2,712,390 stock options outstanding and 2,006,711 shares of common stock available for grant under the 2011 Plan. In accordance with the provision of the 2011 Plan, the board of directors approved an increase of 1,500,000 shares to the plan on January 1, 2019. Stock Options Options are granted to purchase common stock at prices that are equal to the fair value of the common shares on the date the option is granted. Vesting is determined by the Board of Directors at the time of grant. The term of any stock option awards under the Company’s 2011 Plan is no more than 10 years except for options granted to the CEO, which is five years. The grant-date fair value of each option grant is estimated using the Black-Scholes option pricing model and amortized on a straight-line basis over the requisite service period, which is generally the vesting period, for each separately vesting portion of the award as if the award was, in substance, multiple awards. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, including the following: Risk-free interest rate . The risk-free interest rate is based on U.S. Treasury rates with securities approximating the expected lives of options at the date of grant. Expected dividend yield . The expected dividend yield is zero , as the Company has never paid dividends to common shareholders and does not currently anticipate paying any in the foreseeable future. Expected stock price volatility. The expected stock price volatility was calculated based on the Company’s own volatility since the DuPont Transaction. During the Company’s annual review of its volatility assumption in 2018, the Company determined that it would be appropriate to use the Company’s historical volatilities since 2016, as the DuPont Transaction had significant changes in the Company’s business and capital structure. The change in assumption is effective January 1, 2018 and only has impact on new options granted in 2018. Expected life of option. The expected life of option was based on the contractual term of the option and expected employee exercise and post-vesting employment termination behavior. The Company determined to use the weighted average vesting period and contractual term of the option as the best estimate of the expected life of a new option (except for the option granted to the CEO, for which an expected life of 5 years was used). Discount for lack of marketability. The Company applies a discount to reflect the lack of marketability due to the holding period restriction of its shares under Rule 144. The assumptions used in the Black-Scholes option pricing model for stock options granted for the year ended December 31, 2018 are as follows: Years Ended December 31, 2018 2017 Risk-Free interest rate 2.24% - 2.96% 1.87%-2.15% Expected dividend yield —% —% Expected stock price volatility 27.80% -30.36% 70.24%-71.43% Expected life of options 5 - 6.25 Years 5-6.25 Years Discount for lack of marketability 9.35% 17.72 % The following table summarizes the combined stock option activity under the Company’s Equity Compensation Plans: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2016 2,158,083 $1.60 6.10 $214,883 Granted 660,557 1.61 Exercised (6,250 ) 0.23 Expired (100,000 ) 1.33 Canceled — — Outstanding at December 31, 2017 2,712,390 $1.62 6.09 $69,090 Granted (1) 1,120,500 1.44 Exercised (30,000 ) 0.15 Expired — — Canceled (2) (250,000 ) 1.69 Outstanding at December 31, 2018 3,552,890 $1.57 5.06 $1,149,461 Exercisable at December 31, 2018 2,135,598 $1.57 3.82 $1,149,461 _________________ Notes: (1) Represents the following stock options granted: • Annual share-based compensation awards on January 2, 2018, including: (a) 492,000 stock options with an exercise price of $1.39 granted to executives and key personnel, vesting upon grant or one year anniversary, (b) 250,000 stock options with an exercise price of $1.39 granted to Board of Directors, vesting 25% upon grant and the remaining 75% will vest annually in equal installments over four years, and (c) 87,500 stock options with an exercise price of $1.39 granted to employees, vesting annually in equal installments over four years. • One-time awards on March 18, 2018, including: (a) 50,000 stock options with an exercise price of $1.44 granted to key personnel, vesting upon one year anniversary, (b) a sign-on award of 50,000 stock options and a conditional award of 50,000 stock options with an exercise price of $1.44 to the Chief Accounting Officer. The sign-on options will vest annually in equal installments over four years, and the conditional award will vest once certain conditions are met. • One-time awards on November 16, 2018, including: (a) a conditional award of 125,000 stock options with an exercise price of $1.76 granted to the Chief Accounting Officer, vesting upon certain achievements, but not before November 28, 2019, (b) 16,000 stock options with an exercise price of $1.76 granted to employees, vesting annually in equal installments over four years. (2) Represents the cancellation of performance-based stock options granted to the Company’s former Chief Financial Officer, who separated from the Company on March 22, 2018. In addition, the Compensation Committee approved an extension of the exercise period of his vested stock options to June 30, 2019. The incremental cost of such modification, which approximated $39,000 , was recognized immediately. The weighted average grant-date fair market value of stock options granted for the years ended December 31, 2018 and 2017 was $0.41 and $0.82 respectively, based on the Black-Scholes option pricing model. The intrinsic value of options exercised for the years ended December 31, 2018 and 2017 was $39,360 and $7,313 , respectively. As of December 31, 2018 and 2017, total unrecognized compensation cost related to non-vested stock options granted under the Company’s share option plan was $162,786 , and $211,012 , respectively, which is expected to be recognized over a weighted average period of 2.39 years and 2.63 years, respectively. The Company will adjust unrecognized compensation cost for actual forfeitures as they occur. Compensation Expenses We recognize all share-based payments to employees and our board of directors, as non-cash compensation expense, in research and development expenses or general and administrative expenses in the consolidated statement of operations, and these charges had no impact on the Company’s reported cash flows. Stock-based compensation expense is calculated on the grant date fair values of such awards, and recognized each period based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are recorded as they occur. Total non-cash stock option compensation expense was allocated among the following expense categories: Years Ended December 31, 2018 2017 General and administrative $ 390,854 $ 510,679 Research and development 76,349 132,751 Total $ 467,203 $ 643,430 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Issuances of Common Stock The shares of common stock issued for the years ended December 31, 2018 and 2017 were 30,000 and 6,250 , respectively, with a weighted average issue price per share of $0.15 and $0.23 , respectively. Stock Repurchases and Buybacks Privately Negotiated Share Buyback Transactions On January 11, 2017, the Company entered into a Securities Purchase Agreement with Pinnacle Family Office Investments L.P. (“Pinnacle”) to repurchase an aggregate of 2,363,590 shares of its common stock at $1.54 per share for an aggregate purchase price of $3,639,929 . Upon repurchase, the shares were treated by Dyadic as treasury stock. The repurchase of shares from Pinnacle was in addition to Dyadic’s 2016 Stock Repurchase Program discussed below. Stock Repurchase Programs On February 16, 2016, the Board of Directors authorized a one -year stock repurchase program, under which the Company was authorized to repurchase up to $15 million of its outstanding common stock (the “2016 Stock Repurchase Program”). The 2016 Stock Repurchase Program ended on February 15, 2017. On August 16, 2017, the Board of Directors authorized a new one -year stock repurchase program, under which the Company may repurchase up to $5 million of its outstanding common stock (the “2017 Stock Repurchase Program”). On August 6, 2018, the Board of Directors authorized an extension of this stock repurchase program through August 15, 2019. Under the 2017 Stock Repurchase Program, the Company is authorized to repurchase shares in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The extent to which the Company repurchases its shares, and the timing of such repurchases, is dependent upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company’s management. The repurchase program may be extended, suspended or discontinued at any time. The Company expects to finance the program from its existing cash resources. All repurchased shares are held in treasury. The following table summarizes the Company’s stock repurchase activities: Period Total Number of Shares Purchased Average Price Paid per Share Amount Total Number of Treasury Shares Purchased as Part of Publicly Announced Plan Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan Privately Negotiated Transactions: January 12, 2016 - Abengoa repurchased and retired shares 2,136,752 $ 1.35 $ 2,884,615 — N/A January 11, 2017 - Pinnacle Family Office Investments L.P. repurchased shares 2,363,590 1.54 3,639,929 2,363,590 N/A $ 15,000,000 2016 Stock Repurchase Program (1) : January through December 2016 6,548,473 1.59 10,401,906 6,548,473 $ 4,598,094 January 2017 867,507 1.60 1,384,021 867,507 $ 3,214,073 February 2017 448,000 1.48 662,356 448,000 $ 2,551,717 2017 Stock Repurchase Program: $ 5,000,000 September through December 2017 381,607 1.41 537,661 381,607 $ 4,462,339 January 2018 165,000 1.40 231,000 165,000 $ 4,231,339 March 2018 102,000 1.41 143,820 102,000 $ 4,087,519 August 2018 1,377,325 1.40 1,929,222 1,377,325 $ 2,158,297 Total open market and privately negotiated purchases 14,390,254 $ 1.52 $ 21,814,530 12,253,502 _________________ Notes: (1) The 2016 Stock Repurchase Program ended on February 15, 2017. Treasury Stock As of December 31, 2018 , there were 12,253,502 shares of common stock held in treasury, at a cost of approximately $18.9 million , representing the purchase price on the date the shares were surrendered to the Company. As of December 31, 2017 , there were 10,609,177 shares held in treasury, at a cost of approximately $16.6 million . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events For purpose of disclosure in the consolidated financial statements, the Company has evaluated subsequent events through March 27, 2019 , the date the consolidated financial statements were available to be issued. Except as discussed below, management is not aware of any material events that have occurred subsequent to the balance sheet date that would require adjustment to, or disclosure in the accompanying financial statements. On January 14, 2019, the Company filed an initial Form 10-12G (the “Form 10”) with the Securities and Exchange Commission (the “SEC”). On February 12, 2019, the SEC declared the Company’s Form 10 became effective. As such, the Company is subject to the periodic and current reporting requirements of Section 13(a) of the Securities and Exchange Act of 1934. Stock Option Grant On January 2, 2019, the Company granted to executives and key personnel an aggregate of 650,000 stock options with an exercise price of $1.87 . The options vest upon grant, one -year anniversary or annually in equal installments over four years. On January 2, 2019, the Company granted to Board of Directors an aggregate of 300,000 stock options with an exercise price of $1.87 . The options vest 25% upon grant and the remaining 75% will vest annually in equal installments over four years. On January 2, 2019, the Company granted to non-executive employees an aggregate of 24,000 stock options with an exercise price of $1.87 . The options will vest annually in equal installments over four years. On March 7, 2019, the Company granted to a consultant 15,000 stock options with an exercise price of $3.00 . The options will vest upon one -year anniversary. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intra-entity transactions and balances have been eliminated in consolidation. The Company has reclassified certain 2017 amounts previously reported to conform to the 2018 consolidated financial statement presentation. These consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Since concluding the DuPont Transaction, the Company has conducted business in one operating segment, which is identified by the Company based on how resources are allocated, and operating decisions are made. Management evaluates performance and allocates resources based on the Company as a whole. |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amount of assets and liabilities and related disclosure of contingent assets and liabilities at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the applicable period. Actual results may differ from these estimates under different assumptions or conditions. Such differences could be material to the consolidated financial statements. |
Concentrations | Concentrations The Company’s financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, and investment securities. At times, the Company has cash, cash equivalents, and investment securities at financial institutions exceeding the Federal Depository Insurance Company (“FDIC”) and the Securities Investor Protection Corporation (“SIPC”) insured limit on domestic currency and the Netherlands FDIC counterpart for foreign currency. The Company only deals with reputable financial institutions and has not experienced any losses in such accounts. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash We treat highly liquid investments with original maturities of three months or less when purchased as cash equivalents, including money market funds, which are unrestricted for withdrawal or use. Restricted cash includes escrowed funds from the sale of assets due to the DuPont Transaction. As a result of adopting ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”, the Company is no longer required to present transfers between cash and restricted cash, and between cash equivalents and restricted cash equivalents on its statements of cash flows. |
Investment Securities | Investment Securities The Company invests excess cash balances in short-term and long-term investment grade securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the classifications at each balance sheet date. The Company’s investments in debt securities have been classified and accounted for as held-to-maturity. Held-to-maturity securities are those securities that the Company has the ability and intent to hold until maturity. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Premiums and discounts are amortized over the life of the related held-to-maturity security. When a debt security is purchased at a premium, both the face value of the debt and premium amount are reflected as investing outflow. Other-than-temporary impairment charges, if incurred, will be included in other income (expense). The Company’s investments in money market funds have been classified and accounted for as available-for-sale securities and presented as cash equivalents on the consolidated balance sheet. The Company classifies its investment securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Investment securities with maturities of 12 months or less are classified as short-term, and investment securities with maturities greater than 12 months are classified as long-term, from the applicable reporting date. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of billed receivables currently due from customers and unbilled receivables. Unbilled receivables represent the excess of contract revenue (or amounts reimbursable under contracts) over billings to date. Such amounts become billable in accordance with the contract terms, which usually consider the passage of time, achievement of certain milestones or completion of the project. Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Substantially all of our accounts receivable were current and include unbilled amounts that will be billed and collected over the next twelve months. |
Provision for Contract Losses | Provision for Contract Losses The Company assesses the profitability of our collaboration agreements to provide research services to our contracted business partners and identifies those contracts where current operating results or forecasts indicate probable future losses. If the anticipated contract cost exceeds the anticipated contract revenue, a provision for the entire estimated loss on the contract is recorded and then accreted into the statement of operations over the remaining term of the contract. The provision for contract losses is based on judgment and estimates, including revenues and costs, where applicable, the consideration of our business partners' reimbursement, and when such loss is deemed probable to occur and is reasonable to estimate. |
Research and Development Costs | Research and Development Costs Research and development (“R&D”) costs are expensed as incurred. R&D costs are related to the Company’s internally funded pharmaceutical programs and other governmental and commercial projects. |
Foreign Currency Transaction Gain or Loss | Foreign Currency Transaction Gain or Loss The Company’s foreign subsidiary uses the U.S. dollar as its functional currency, and it initially measures the foreign currency denominated assets and liabilities at the transaction date. Monetary assets and liabilities are then re-measured at exchange rates in effect at the end of each period, and property and non-monetary assets and liabilities are converted at historical rates. |
Fair Value Measurements | Fair Value Measurements The Company applies fair value accounting for certain financial instruments that are recognized or disclosed at fair value in the financial statements. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Assets and liabilities on the audited consolidated balance sheets are measured at carrying values, which approximate fair values due to the short-term nature of these balances. Such items include cash and cash equivalents, accounts receivable, accounts payable, prepaid expenses, and accrued expenses. Investments in debt securities are recorded at amortized cost, and their estimated fair value amounts are provided by the third-party broker service for disclosure purposes. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, “Income Taxes”. Under this method, income tax expense /(benefit) is recognized for: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all the deferred tax assets will not be realized. In determining taxable income for the Company’s consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. This process requires the Company to make certain estimates of our actual current tax exposure and assessment of temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, the Company must consider all available positive and negative evidence including its past operating results, the existence of cumulative losses in the most recent years and its forecast of future taxable income. Significant management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. The Company is required to evaluate the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability should be recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefits, because it represents a company’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provision of ASC 740. The Company classifies accrued interest and penalties related to its tax positions as a component of income tax expense. The Company is not subject to U.S. federal, state and local tax examinations by tax authorities for the years before 2014. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) and other revenue, expenses, gains and losses that are recorded as an element of shareholders’ equity but are excluded from net income (loss) under U.S. GAAP. The Company does not have any significant transactions that are required to be reported in other comprehensive income (loss), and therefore, does not separately present a statement of comprehensive income (loss) in its consolidated financial statements. |
Stock-Based Compensation | Stock-Based Compensation We recognize all share-based payments to employees and our board of directors, as non-cash compensation expense, in research and development expenses or general and administrative expenses in the consolidated statement of operations based on the grant date fair values of such payments. Stock-based compensation expense recognized each period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are recorded as they occur. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted net loss per share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents, such as stock options, warrants, restricted stock and convertible debt, were exercised or converted into common stock, calculated by applying the treasury stock method. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Not Adopted as of December 31, 2018 In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Companies are required to recognize and measure leases using a modified retrospective approach at either the beginning of the earliest comparative period presented or the beginning of the reporting period in which the entity first applies the new standard. ASU 2016-02 was effective for the Company beginning in the first quarter of 2019. The adoption of this standard will not have a material impact on the Company’s consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which modifies the measurement of expected credit losses of certain financial instruments. ASU 2016-13 will be effective for the Company beginning in the first quarter of 2020. The Company is currently evaluating the impact, if any, of this newly issued guidance. In March 2017, the FASB issued ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization of Purchased Callable Debt Securities. The amendments in this ASU shorten the amortization period for certain callable debt securities held at a premium. The amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments will be effective for the Company beginning in the first quarter of 2019. The Company does not expect the standard to have a material impact on its consolidated financial statements and related disclosures. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The new guidance allows a reclassification from accumulated other comprehensive income to retained earnings for any stranded tax effects resulting from the Tax Cuts and Jobs Act that was enacted on December 22, 2017. The new guidance will be effective for the Company beginning in the first quarter of 2019. The Company does not expect the standard to have a material impact on its consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) which modifies the disclosure requirements on fair value measurements. The effective date for the standard is fiscal years beginning after December 15, 2019, which for the Company is January 1, 2020. Early adoption is permitted. The new disclosure requirements for changes in unrealized gains and losses in other comprehensive income for recurring Level 3 measurements, the range and weighted average of significant unobservable inputs and the amended requirements for the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively. The Company does not expect ASU 2018-13 to have a material impact on our consolidated financial statements. Other pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not significant to our consolidated financial statements. Recently Adopted Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The Company adopted this ASU effective January 1, 2018. The impact of adopting of this ASU on our consolidated financial statements was not material. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope and Modification Accounting. An entity may change the terms or conditions of a share-based payment award for many different reasons, and the nature and effect of the change can vary significantly. Modification is currently defined as “a change in any of the terms or conditions of a share-based payment award.” The amendments in this ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in accordance with Topic 718. The Company adopted this ASU effective January 1, 2018. The impact of adopting of this ASU on our consolidated financial statements was not material. Revenue Recognition On January 1, 2018, we adopted Accounting Standards Codification, or ASC, Topic 606, “Revenue from Contracts with Customers”, and all related amendments, using the full retrospective transition method. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Topic 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most prior revenue recognition guidance. This new standard requires an entity to recognize revenue for the transfer of promised goods or services to a customer in an amount that reflects the consideration that the entity expects to receive and consistent with the delivery of the performance obligation described in the underlying contract with the customer. We have determined that the impact of adopting this new standard is not material to our revenue recognition model, and therefore, no adjustment was made to our previously reported consolidated financial statements. As a result of the adoption of Topic 606, the Company’s accounting policy for revenue recognition is as follows: The Company has no pharmaceutical products approved for sale at this point, and all of our revenue to date has been research revenue from third party collaborations and government grants. The Company may generate future revenue from license agreements and collaborative arrangements, which may include upfront payments for licenses or options to obtain a license, payment for research and development services and milestone payments. The Company typically performs research and development services as specified in each respective agreement on a best efforts basis, and recognizes revenue from research funding under collaboration agreements in accordance with the 5-step process outlined in Topic 606: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We recognize revenue when we satisfy a performance obligation by transferring control of the service to a customer in an amount that reflects the consideration that we expect to receive. Since the performance obligation under our collaboration agreements is generally satisfied over time, we elected to use the input method under Topic 606 to measure the progress toward complete satisfaction of a performance obligation. Under the input methods, revenue will be recognized on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation. The Company believes that the cost-based input method is the best measure of progress to reflect how the Company transfers its performance obligation to a customer. In applying the cost-based input method of revenue recognition, the Company uses actual costs incurred relative to budgeted costs to fulfill the performance obligation. These costs consist primarily of full-time equivalent effort and third-party contract costs. Revenue will be recognized based on actual costs incurred as a percentage of total budgeted costs as the Company completes its performance obligations. A cost-based input method of revenue recognition requires management to make estimates of costs to complete the Company’s performance obligations. In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates. The cumulative effect of revisions to estimated costs to complete the Company’s performance obligations will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. We invoice customers based on our contractual arrangements with each customer, which may not be consistent with the period that revenues are recognized. When there is a timing difference between when we invoice customers and when revenues are recognized, we record either a contract asset (unbilled accounts receivable) or a contract liability (deferred research and development obligations), as appropriate. The Company adopted the following practical expedients and exemptions: We generally expense sales commissions when incurred because the amortization period would be one year or less. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Statement of Cash Flows In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which modifies the presentation of the statement of cash flows and requires reconciliation of the overall change in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. As a result, the statement of cash flows will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company early adopted this ASU effective July 1, 2017. The adoption of this ASU impacted the Company’s presentation of its statement of cash flows but did not have a material impact on the Company’s consolidated balance sheet or consolidated statement of operations. Accordingly, the Company has retrospectively adjusted the presentation of its consolidated statement of cash flows for all periods presented. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which made eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU further clarified how the predominance principle should be applied to cash receipts and payments relating to more than one class of cash flows. The Company adopted this ASU effective January 1, 2018. In accordance with this ASU, the Company retrospectively adjusted the presentation of its consolidated statement of cash flows for all periods presented by reclassifying the cash outflows of premium on held-to-maturity securities from operating cash flows to investing cash flows. The following table summarizes, by financial statement line item, the adjusted presentation upon the adoption of ASU 2016-15, in the Company’s consolidated statement of cash flows as of December 31, 2017 : As Filed Adjustments Adjusted Operating Activities: Amortization of premium on held-to-maturity securities $ 192,293 $ 915,084 $ 1,107,377 Net cash used in operating activities $ (2,606,258 ) $ 915,084 $ (1,691,174 ) Investing activities: Purchase of held-to-maturity securities, including premiums $ (50,548,000 ) $ (915,084 ) $ (51,463,084 ) Net cash provided by (used in) investing activities $ 103,000 $ (915,084 ) $ (812,084 ) |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consist of the following: December 31, 2018 2017 Billed receivable $ 193,065 $ 208,475 Unbilled receivable 125,679 62,554 $ 318,744 $ 271,029 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: December 31, 2018 2017 Prepaid insurance $ 91,725 $ 89,760 Prepaid expenses - various 77,249 63,678 Prepaid taxes 3,027 1,170 $ 172,001 $ 154,608 |
Schedule of Accounts Payable | Accounts payable consist of the following: December 31, 2018 2017 Research and development expenses $ 240,064 $ 459,141 Legal expenses — 6,865 Other 68,996 54,255 $ 309,060 $ 520,261 |
Schedule of Accrued Expenses | Accrued expenses consist of the following: December 31, 2018 2017 Employee wages and benefits $ 268,287 $ 83,674 Research and development expenses 49,666 60,188 Other 81,623 4,097 $ 399,576 $ 147,959 |
Schedule of Research and Development Costs | Research and development costs, including related party, during the years ended December 31, 2018 and 2017 were as follows: Years Ended December 31, 2018 2017 Outside contracted services $ 1,637,953 $ 1,299,072 Contracted services - related party 1,215,536 437,621 Personnel related costs 376,312 362,060 Facilities, overhead and other 87,363 104,342 $ 3,317,164 $ 2,203,095 |
Schedule of Adoption of New Accounting Pronouncement | The following table summarizes, by financial statement line item, the adjusted presentation upon the adoption of ASU 2016-15, in the Company’s consolidated statement of cash flows as of December 31, 2017 : As Filed Adjustments Adjusted Operating Activities: Amortization of premium on held-to-maturity securities $ 192,293 $ 915,084 $ 1,107,377 Net cash used in operating activities $ (2,606,258 ) $ 915,084 $ (1,691,174 ) Investing activities: Purchase of held-to-maturity securities, including premiums $ (50,548,000 ) $ (915,084 ) $ (51,463,084 ) Net cash provided by (used in) investing activities $ 103,000 $ (915,084 ) $ (812,084 ) |
Cash, Cash Equivalent, and In_2
Cash, Cash Equivalent, and Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash, Available-for-sale Securities, Short-term and Long-term Investment Securities | The following table shows the Company’s cash, available-for-sale securities, and short-term and long-term investment securities by major security type as of December 31, 2018 and 2017 : December 31, 2018 Gross Gross Level Unrealized Unrealized (1) Fair Value Holding Gains Holding Losses Adjusted Cost Cash and Cash Equivalents Cash $ 1,048,272 $ — $ — $ 1,048,272 Money Market Funds 1 1,338,042 1,338,042 Subtotal 2,386,314 — — 2,386,314 Short-Term Investment Securities (2) Corporate Bonds (4) 2 38,731,120 — (85,321 ) 38,816,441 Long-Term Investment Securities (3) Corporate Bonds 2 — — — — Total $ 41,117,434 $ — $ (85,321 ) $ 41,202,755 December 31, 2017 Gross Gross Level Unrealized Unrealized (1) Fair Value Holding Gains Holding Losses Adjusted Cost Cash and Cash Equivalents Cash $ 838,110 $ — $ — $ 838,110 Money Market Funds 1 4,948,238 — — 4,948,238 Subtotal 5,786,348 — — 5,786,348 Short-Term Investment Securities (2) Corporate Bonds (4) 2 41,811,273 — (87,481 ) 41,898,754 Long-Term Investment Securities (3) Corporate Bonds (4) 2 911,698 — (10,950 ) 922,648 Total $ 48,509,319 $ — $ (98,431 ) $ 48,607,750 _________________ Notes: (1) Definition of the three-level fair value hierarchy: • Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities • Level 2 - Other inputs that are directly or indirectly observable in the markets • Level 3 - Inputs that are generally unobservable (2) Short-term investment securities will mature within 12 months or less, from the applicable reporting date. (3) Long-term investment securities will mature between 12 and 18 months, from the applicable reporting date. (4) The premium paid to purchase held-to-maturity investment securities was $378,681 and $915,084 for the years ended December 31, 2018 and 2017 , respectively. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | The significant components of loss before income taxes are as follows: Years Ended December 31, 2018 2017 U.S. operations $ (6,622,695 ) $ (2,096,939 ) Foreign operations (75,218 ) (105,574 ) Total loss before provision for income taxes $ (6,697,913 ) $ (2,202,513 ) |
Schedule of Components Of Income Tax (benefit) | The significant components of our (benefit) provision for income tax for the years ended December 31, 2018 and 2017 are as follows: Years Ended December 31, 2018 2017 Current and deferred tax (benefit) expense Federal $ (1,001,233 ) $ (66,694 ) State — — Foreign — — $ (1,001,233 ) $ (66,694 ) |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between the statutory tax rate and the Company’s actual effective tax rate is as follows: Years Ended December 31, 2018 2017 Tax at U.S. statutory rate (21.00 )% (34.00 )% State taxes, net of federal benefit (4.25 ) (3.45 ) Non-deductible items 0.44 1.73 Change in valuation allowance 10.25 12.97 True-up adjustment (0.17 ) 7.10 Foreign operations (0.28 ) 0.66 Change in tax rates — 19.40 AMT adjustment 0.06 — Effective income tax rate (14.95 )% 4.41 % |
Schedule of Components of Deferred Tax Assets | The significant components of the Company’s net deferred income tax assets are as follows: December 31, 2018 2017 Gain/Loss on disposals $ — $ (5,900 ) Stock option expense 242,700 154,300 NOL carryforward 2,668,000 1,088,000 AMT credit carryforward — 1,005,300 Research and development credits 1,656,500 1,656,500 Other 11,200 (6,500 ) Deferred tax asset, net of deferred tax liabilities 4,578,400 3,891,700 Valuation allowance (4,578,400 ) (3,891,700 ) Net deferred tax asset $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Commitments | The following table provides a schedule of commitments related to agreements to purchase certain services in the ordinary course of business, as of December 31, 2018 : 2019 $ 2,082,183 2020 — 2021 — 2022 — 2023 — Thereafter — Total $ 2,082,183 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of valuation assumptions | The assumptions used in the Black-Scholes option pricing model for stock options granted for the year ended December 31, 2018 are as follows: Years Ended December 31, 2018 2017 Risk-Free interest rate 2.24% - 2.96% 1.87%-2.15% Expected dividend yield —% —% Expected stock price volatility 27.80% -30.36% 70.24%-71.43% Expected life of options 5 - 6.25 Years 5-6.25 Years Discount for lack of marketability 9.35% 17.72 % |
Schedule of stock option activity | The following table summarizes the combined stock option activity under the Company’s Equity Compensation Plans: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2016 2,158,083 $1.60 6.10 $214,883 Granted 660,557 1.61 Exercised (6,250 ) 0.23 Expired (100,000 ) 1.33 Canceled — — Outstanding at December 31, 2017 2,712,390 $1.62 6.09 $69,090 Granted (1) 1,120,500 1.44 Exercised (30,000 ) 0.15 Expired — — Canceled (2) (250,000 ) 1.69 Outstanding at December 31, 2018 3,552,890 $1.57 5.06 $1,149,461 Exercisable at December 31, 2018 2,135,598 $1.57 3.82 $1,149,461 _________________ Notes: (1) Represents the following stock options granted: • Annual share-based compensation awards on January 2, 2018, including: (a) 492,000 stock options with an exercise price of $1.39 granted to executives and key personnel, vesting upon grant or one year anniversary, (b) 250,000 stock options with an exercise price of $1.39 granted to Board of Directors, vesting 25% upon grant and the remaining 75% will vest annually in equal installments over four years, and (c) 87,500 stock options with an exercise price of $1.39 granted to employees, vesting annually in equal installments over four years. • One-time awards on March 18, 2018, including: (a) 50,000 stock options with an exercise price of $1.44 granted to key personnel, vesting upon one year anniversary, (b) a sign-on award of 50,000 stock options and a conditional award of 50,000 stock options with an exercise price of $1.44 to the Chief Accounting Officer. The sign-on options will vest annually in equal installments over four years, and the conditional award will vest once certain conditions are met. • One-time awards on November 16, 2018, including: (a) a conditional award of 125,000 stock options with an exercise price of $1.76 granted to the Chief Accounting Officer, vesting upon certain achievements, but not before November 28, 2019, (b) 16,000 stock options with an exercise price of $1.76 granted to employees, vesting annually in equal installments over four years. (2) Represents the cancellation of performance-based stock options granted to the Company’s former Chief Financial Officer, who separated from the Company on March 22, 2018. In addition, the Compensation Committee approved an extension of the exercise period of his vested stock options to June 30, 2019. The incremental cost of such modification, which approximated $39,000 , was recognized immediately. |
Schedule of non-cash stock option compensation expense | Total non-cash stock option compensation expense was allocated among the following expense categories: Years Ended December 31, 2018 2017 General and administrative $ 390,854 $ 510,679 Research and development 76,349 132,751 Total $ 467,203 $ 643,430 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of stock repurchase activity | The following table summarizes the Company’s stock repurchase activities: Period Total Number of Shares Purchased Average Price Paid per Share Amount Total Number of Treasury Shares Purchased as Part of Publicly Announced Plan Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan Privately Negotiated Transactions: January 12, 2016 - Abengoa repurchased and retired shares 2,136,752 $ 1.35 $ 2,884,615 — N/A January 11, 2017 - Pinnacle Family Office Investments L.P. repurchased shares 2,363,590 1.54 3,639,929 2,363,590 N/A $ 15,000,000 2016 Stock Repurchase Program (1) : January through December 2016 6,548,473 1.59 10,401,906 6,548,473 $ 4,598,094 January 2017 867,507 1.60 1,384,021 867,507 $ 3,214,073 February 2017 448,000 1.48 662,356 448,000 $ 2,551,717 2017 Stock Repurchase Program: $ 5,000,000 September through December 2017 381,607 1.41 537,661 381,607 $ 4,462,339 January 2018 165,000 1.40 231,000 165,000 $ 4,231,339 March 2018 102,000 1.41 143,820 102,000 $ 4,087,519 August 2018 1,377,325 1.40 1,929,222 1,377,325 $ 2,158,297 Total open market and privately negotiated purchases 14,390,254 $ 1.52 $ 21,814,530 12,253,502 _________________ Notes: (1) The 2016 Stock Repurchase Program ended on February 15, 2017. |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Textual (Details) | Apr. 14, 2017USD ($) | Dec. 31, 2015USD ($) | Oct. 22, 2013USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)customersegmentshares | Dec. 31, 2017USD ($)customershares |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Number of operating segments | segment | 1 | ||||||
Allowance for doubtful accounts receivable | $ 0 | $ 0 | |||||
Revenues | 1,295,451 | 758,420 | |||||
Settlement of litigation, net | $ 0 | $ 4,358,223 | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 3,552,890 | 2,712,390 | |||||
Greenberg Traurig | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Amount awarded from other party | $ 4,500,000 | ||||||
Litigation settlement interest | $ 6,000,000 | ||||||
Payments for legal settlements | $ 141,777 | ||||||
Settlement of litigation, net | $ 4,358,223 | ||||||
Greenberg Traurig, Scenario One | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Interest rate, net settlement proceeds, percentage | 5.00% | ||||||
Interest rate, net settlement proceeds, amount | $ 25,000,000 | ||||||
Greenberg Traurig, Scenario Two | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Interest rate, net settlement proceeds, percentage | 8.00% | ||||||
Interest rate, net settlement proceeds, amount | $ 25,000,000 | ||||||
Customer Concentration Risk | Revenue | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Concentration risk, number of customers | customer | 6 | 3 | |||||
Customer Concentration Risk | Accounts Receivable | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Concentration risk, number of customers | customer | 4 | 3 | |||||
Europe | One Customer | Customer Concentration Risk | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Revenues | $ 281,000 | $ 172,000 | |||||
Europe | One Customer | Customer Concentration Risk | Revenue | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Concentration risk, percentage | 21.70% | 22.70% | |||||
Europe | One Customer | Customer Concentration Risk | Accounts Receivable | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Concentration risk, percentage | 0.00% | 14.90% | |||||
DuPont Danisco | Industrial Technology Business | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Proceeds from sales of business | $ 75,000,000 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Accounts receivable | $ 318,744 | $ 271,029 |
Billed receivable | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Accounts receivable | 193,065 | 208,475 |
Unbilled receivable | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Accounts receivable | $ 125,679 | $ 62,554 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Prepaid insurance | $ 91,725 | $ 89,760 |
Prepaid expenses - various | 77,249 | 63,678 |
Prepaid taxes | 3,027 | 1,170 |
Prepaid expenses and other current assets | $ 172,001 | $ 154,608 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Accounts Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Research and development expenses | $ 240,064 | $ 459,141 |
Legal expenses | 0 | 6,865 |
Other | 68,996 | 54,255 |
Accounts payable | $ 309,060 | $ 520,261 |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Accrued Expenses (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Employee wages and benefits | $ 268,287 | $ 83,674 |
Research and development expenses | 49,666 | 60,188 |
Other | 81,623 | 4,097 |
Accrued expenses | $ 399,576 | $ 147,959 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Research and Development Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Outside contracted services | $ 1,637,953 | $ 1,299,072 |
Contracted services - related party | 1,215,536 | 437,621 |
Personnel related costs | 376,312 | 362,060 |
Facilities, overhead and other | 87,363 | 104,342 |
Research and development expense, related party, net | $ 3,317,164 | $ 2,203,095 |
Organization and Summary of _10
Organization and Summary of Significant Accounting Policies - New Accounting Pronouncement Effect (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Amortization of premium on held-to-maturity securities, net | $ 676,644 | $ 1,107,377 |
Net cash used in operating activities | (4,407,189) | (1,691,174) |
Cash flows from investing activities | ||
Purchases of held-to-maturity investment securities | (49,734,681) | (51,463,084) |
Net cash provided by (used in) investing activities | $ 3,328,319 | (812,084) |
As filed | ||
Cash flows from operating activities | ||
Amortization of premium on held-to-maturity securities, net | 192,293 | |
Net cash used in operating activities | (2,606,258) | |
Cash flows from investing activities | ||
Purchases of held-to-maturity investment securities | (50,548,000) | |
Net cash provided by (used in) investing activities | 103,000 | |
Accounting Standards Update 2016-15 | Adjustments | ||
Cash flows from operating activities | ||
Amortization of premium on held-to-maturity securities, net | 915,084 | |
Net cash used in operating activities | 915,084 | |
Cash flows from investing activities | ||
Purchases of held-to-maturity investment securities | (915,084) | |
Net cash provided by (used in) investing activities | $ (915,084) |
Cash, Cash Equivalent, and In_3
Cash, Cash Equivalent, and Investments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | $ 2,386,314 | $ 5,786,348 |
Short term investments, adjusted cost | 38,816,441 | 41,898,754 |
Long term investments, adjusted cost | 0 | 922,648 |
Cash and Investment, fair value | 41,117,434 | 48,509,319 |
Investment, gross unrealized holding gain | 0 | 0 |
Investment, gross unrealized holding losses | 85,321 | 98,431 |
Cash and Investment, adjusted cost | 41,202,755 | 48,607,750 |
Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 1,048,272 | 838,110 |
Money Market Funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 1,338,042 | 4,948,238 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity, premium paid on purchase | 378,681 | 915,084 |
Corporate bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short term investments, fair value | 38,731,120 | 41,811,273 |
Short term investments, gross unrealized holding gain | 0 | 0 |
Short term investments, gross unrealized holding loss | (85,321) | (87,481) |
Short term investments, adjusted cost | 38,816,441 | 41,898,754 |
Long term Investments, fair value | 0 | 911,698 |
Long term Investments, gross unrealized holding gain | 0 | 0 |
Long term Investments, gross unrealized holding loss | 0 | (10,950) |
Long term investments, adjusted cost | $ 0 | $ 922,648 |
Research and Collaboration Ag_2
Research and Collaboration Agreements (Details) € in Thousands | Jun. 30, 2017USD ($) | Jun. 30, 2017EUR (€) | Dec. 31, 2018USD ($)collaboration_project | Dec. 31, 2017USD ($) | Dec. 31, 2018EUR (€)collaboration_project | Jun. 30, 2017EUR (€) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Duration of agreement | 2 years | 2 years | ||||
Payment for research and development agreement | $ 1,100,000 | € 1,000 | ||||
Prepaid research and development | $ | $ 300,000 | $ 1,200,000 | ||||
Research and development - related party | $ | $ 1,215,536 | $ 437,621 | ||||
RSA | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Payment for research and development agreement | € 1,000 | |||||
Payment for additional development and commercialization | € 1,500 | |||||
RSA | Minimum | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue sharing, percentage | 50.00% | 50.00% | ||||
RSA | Maximum | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue sharing, percentage | 75.00% | 75.00% | ||||
RSA | BDI Holdings | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Equity interest acquired | 16.10% | 16.10% | ||||
RSA | VLPbio | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Equity interest acquired | 3.30% | 3.30% | ||||
RSA | BDI | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Duration of agreement | 2 years | 2 years | ||||
Obligation for payment for research and development, minimum | 936 | |||||
Obligation for payment for research and development, maximum | € 8,000 | |||||
RSA | BDI | Minimum | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue sharing, percentage | 50.00% | 50.00% | ||||
RSA | BDI | Maximum | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue sharing, percentage | 75.00% | 75.00% | ||||
SFA | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Duration of agreement | 2 years | 2 years | ||||
Obligation for payment for research and development, minimum | $ | $ 1,000,000 | |||||
Outstanding commitment | $ | $ 1,000,000 | |||||
Number of collaboration project, completed | collaboration_project | 3 | 3 | ||||
Number of collaboration project, in progress | collaboration_project | 1 | 1 | ||||
Prepaid research and development | € 800 |
Income Taxes - Textual (Details
Income Taxes - Textual (Details) - USD ($) | Dec. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | |||
Tax cuts and jobs act, change in tax rate, deferred tax asset, income tax expense | $ 400,000 | ||
Tax cuts and jobs act, change in alternative minimum tax, income tax benefit | $ 1,001,233 | ||
Operating loss carryforwards | 9,100,000 | $ 2,900,000 | |
Unrecognized tax benefits | $ 0 | $ 0 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. operations | $ (6,622,695) | $ (2,096,939) |
Foreign operations | (75,218) | (105,574) |
Loss before income taxes | $ (6,697,913) | $ (2,202,513) |
Income Taxes - (Benefit) Provis
Income Taxes - (Benefit) Provision for Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ (1,001,233) | $ (66,694) |
State | 0 | 0 |
Foreign | 0 | 0 |
Benefit from income taxes | $ (1,001,233) | $ (66,694) |
Income Taxes - Reconciliation I
Income Taxes - Reconciliation Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Tax at U.S. statutory rate | (21.00%) | (34.00%) |
State taxes, net of federal benefit | (4.25%) | (3.45%) |
Non-deductible items | 0.44% | 1.73% |
Change in valuation allowance | 10.25% | 12.97% |
True-up adjustment | (0.17%) | 7.10% |
Foreign operations | (0.28%) | 0.66% |
Change in tax rates | (0.00%) | 19.40% |
AMT adjustment | 0.06% | (0.00%) |
Effective income tax rate | (14.95%) | 4.41% |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Gain/Loss on disposals | $ 0 | $ (5,900) |
Stock option expense | 242,700 | 154,300 |
NOL carryforward | 2,668,000 | 1,088,000 |
AMT credit carryforward | 0 | 1,005,300 |
Research and development credits | 1,656,500 | 1,656,500 |
Other | 11,200 | |
Other | (6,500) | |
Deferred tax asset, net of deferred tax liabilities | 4,578,400 | 3,891,700 |
Valuation allowance | (4,578,400) | (3,891,700) |
Net deferred tax asset | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Textual (Details) | Feb. 01, 2019USD ($) | Mar. 18, 2018 | Apr. 14, 2017USD ($) | Oct. 22, 2013USD ($) | Mar. 31, 2018shares | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)ft²shares | Dec. 31, 2017USD ($) | Dec. 31, 2016shares | Mar. 21, 2018USD ($) |
Long-term Purchase Commitment [Line Items] | |||||||||||
Options granted (in shares) | shares | 1,120,500 | 660,557 | |||||||||
Settlement of litigation, net | $ 0 | $ 4,358,223 | |||||||||
Greenberg Traurig | |||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||
Amount awarded from other party | $ 4,500,000 | ||||||||||
Litigation settlement interest | $ 6,000,000 | ||||||||||
Payments for legal settlements | $ 141,777 | ||||||||||
Settlement of litigation, net | $ 4,358,223 | ||||||||||
Greenberg Traurig, Scenario One | |||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||
Interest rate, net settlement proceeds, percentage | 5.00% | ||||||||||
Interest rate, net settlement proceeds, amount | $ 25,000,000 | ||||||||||
Greenberg Traurig, Scenario Two | |||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||
Interest rate, net settlement proceeds, percentage | 8.00% | ||||||||||
Interest rate, net settlement proceeds, amount | $ 25,000,000 | ||||||||||
Chief Accounting Officer | |||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||
Base salary | $ 210,000 | ||||||||||
Severance benefits, period | 6 months | ||||||||||
Severance benefits to be awarded upon termination after one year of employment, period | 12 months | ||||||||||
Chief Accounting Officer | Stock Option | |||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||
Annual performance bonus (in shares) | shares | 100,000 | ||||||||||
Conditional award (in shares) | shares | 50,000 | ||||||||||
Chief Accounting Officer | Stock Option, Sign-On Award | |||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||
Options granted (in shares) | shares | 50,000 | ||||||||||
Sign on, vesting period | 4 years | 4 years | |||||||||
Jupiter, Florida Headquarters Lease | |||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||
Area of building rented | ft² | 4,900 | ||||||||||
Monthly rental rate | $ 9,450 | ||||||||||
Netherlands Office Lease | |||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||
Area of building rented | ft² | 258 | ||||||||||
Rent expense | $ 4,700 | ||||||||||
Netherlands Office Lease | Subsequent Event | |||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||
Rent expense | $ 4,000 | ||||||||||
Term of contract | 1 year |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Obligations (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 2,082,183 |
2020 | 0 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total | $ 2,082,183 |
Share-Based Compensation - Text
Share-Based Compensation - Textual (Details) - USD ($) | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding (in shares) | 3,552,890 | 2,712,390 | 2,158,083 | |
Grants in period, weighted average grant date fair value (USD per share) | $ 0.41 | $ 0.82 | ||
Exercises in period, intrinsic value | $ 39,360 | $ 7,313 | ||
Nonvested awards, compensation cost not yet recognized | $ 162,786 | $ 211,012 | ||
Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend yield | 0.00% | 0.00% | ||
Nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 4 months 20 days | 2 years 7 months 17 days | ||
2006 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for grant (in shares) | 0 | |||
2011 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for grant (in shares) | 1,136,211 | 2,006,711 | ||
Common stock reserved for future issuance (in shares) | 3,000,000 | |||
2011 Plan | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Approved (in shares) | 1,500,000 | |||
2011 Plan | Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period | 10 years | |||
2011 Plan | Stock Option | Chief Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period | 5 years | |||
Expected life of options | 5 years |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions (Details) - Stock Option | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-Free interest rate, minimum | 2.24% | 1.87% |
Risk-Free interest rate, maximum | 2.96% | 2.15% |
Expected dividend yield | 0.00% | 0.00% |
Expected stock price volatility, minimum | 27.80% | 70.24% |
Expected stock price volatility, maximum | 23.36% | 71.43% |
Discount for lack of marketability | 9.35% | 17.72% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of options | 5 years | 5 years |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of options | 6 years 2 months 30 days | 6 years 2 months 30 days |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding, beginning (in shares) | 2,712,390 | 2,158,083 | |
Granted (in shares) | 1,120,500 | 660,557 | |
Exercised (in shares) | (30,000) | (6,250) | (6,250) |
Expired (in shares) | 0 | (100,000) | |
Canceled (in shares) | (250,000) | 0 | |
Outstanding, ending (in shares) | 3,552,890 | 2,712,390 | 2,158,083 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted average exercise price, outstanding, beginning (USD per share) | $ 1.62 | $ 1.60 | |
Weighted average exercise price, granted (USD per share) | 1.44 | $ 1.61 | |
Weighted average exercise price, exercised (in USD per share) | 0.15 | 0.23 | 0.23 |
Weighted average exercise price, expired (USD per share) | 0 | 1.33 | |
Weighted average exercise price, canceled (USD per share) | 1.69 | 0 | |
Weighted average exercise price, outstanding, ending (USD per share) | $ 1.57 | $ 1.62 | $ 1.60 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Exercisable (in shares) | 2,135,598 | ||
Weighted average exercise price, exercisable (USD per share) | $ 1.57 | ||
Weighted-average remaining contractual term, outstanding | 5 years 22 days | 6 years 1 month 2 days | 6 years 1 month 6 days |
Weighted-average remaining contractual term, exercisable | 3 years 9 months 25 days | ||
Aggregate intrinsic value, outstanding | $ 1,149,461 | $ 69,090 | $ 214,883 |
Aggregate intrinsic value, exercisable | $ 1,149,461 |
Share-Based Compensation - St_2
Share-Based Compensation - Stock Option Activity - Textual (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 16, 2018 | Mar. 22, 2018 | Mar. 18, 2018 | Jan. 02, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted (in shares) | 1,120,500 | 660,557 | ||||||
Weighted average exercise price, granted (USD per share) | $ 1.44 | $ 1.61 | ||||||
Exercise of stock options (in shares) | 30,000 | 6,250 | 6,250 | |||||
Executives and Key Personnel | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted (in shares) | 492,000 | |||||||
Weighted average exercise price, granted (USD per share) | $ 1.39 | |||||||
Award requisite service period | 1 year | |||||||
Board of Directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted (in shares) | 250,000 | |||||||
Weighted average exercise price, granted (USD per share) | $ 1.39 | |||||||
Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted (in shares) | 16,000 | |||||||
Weighted average exercise price, granted (USD per share) | $ 1.76 | $ 1.39 | ||||||
Exercise of stock options (in shares) | 87,500 | |||||||
Key Personnel | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted (in shares) | 50,000 | |||||||
Weighted average exercise price, granted (USD per share) | $ 1.44 | |||||||
Chief Accounting Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average exercise price, granted (USD per share) | $ 1.76 | $ 1.44 | ||||||
Number of shares available for grant (in shares) | 50,000 | |||||||
Stock Option | Board of Directors | Share-based Compensation Award, Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percentage of options that will vest | 25.00% | |||||||
Stock Option | Board of Directors | Share-based Compensation Award, Tranche Two through Five | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percentage of options that will vest | 75.00% | |||||||
Award vesting period | 4 years | |||||||
Stock Option | Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 4 years | |||||||
One-time, vesting period | 4 years | |||||||
Stock Option | Key Personnel | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award requisite service period | 1 year | |||||||
Stock Option | Chief Accounting Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for grant (in shares) | 125,000 | 50,000 | ||||||
Stock Option | Former Chief Financial Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Incremental cost from modification of terms | $ 39 | |||||||
Stock Option, Sign-On Award | Chief Accounting Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted (in shares) | 50,000 | |||||||
Award vesting period | 4 years | 4 years |
Share-Based Compensation - Comp
Share-Based Compensation - Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 467,203 | $ 643,430 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 390,854 | 510,679 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 76,349 | $ 132,751 |
Shareholders' Equity - Textual
Shareholders' Equity - Textual (Details) - USD ($) | Aug. 16, 2017 | Jan. 11, 2017 | Feb. 16, 2016 | Jan. 12, 2016 | Aug. 31, 2018 | Mar. 31, 2018 | Jan. 31, 2018 | Feb. 28, 2017 | Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 |
Equity [Abstract] | ||||||||||||||
Treasury stock (in shares) | 10,609,177 | 12,253,502 | 10,609,177 | 12,253,502 | ||||||||||
Stock options issued (in shares) | 30,000 | 6,250 | 6,250 | |||||||||||
Price per share (in usd per share) | $ 0.15 | $ 0.23 | $ 0.23 | |||||||||||
Shares purchased (in shares) | 2,363,590 | 2,136,752 | 1,377,325 | 102,000 | 165,000 | 448,000 | 867,507 | 381,607 | 6,548,473 | 14,390,254 | ||||
Average price paid per share (in usd per share) | $ 1.54 | $ 1.35 | $ 1.40 | $ 1.41 | $ 1.40 | $ 1.48 | $ 1.60 | $ 1.41 | $ 1.59 | $ 1.52 | ||||
Repurchase of common stock | $ 3,639,929 | $ 2,884,615 | $ 1,929,222 | $ 143,820 | $ 231,000 | $ 662,356 | $ 1,384,021 | $ 537,661 | $ 2,304,042 | $ 6,223,967 | $ 10,401,906 | $ 21,814,530 | ||
Period under program | 1 year | 1 year | ||||||||||||
Authorized repurchase amount | $ 5,000,000 | $ 15,000,000 | ||||||||||||
Treasury stock, shares held at cost | $ 16,625,873 | $ 18,929,915 | $ 16,625,873 | $ 18,929,915 |
Shareholders' Equity - Stock Re
Shareholders' Equity - Stock Repurchase (Details) - USD ($) | Jan. 11, 2017 | Jan. 12, 2016 | Aug. 31, 2018 | Mar. 31, 2018 | Jan. 31, 2018 | Feb. 28, 2017 | Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Aug. 16, 2017 | Feb. 16, 2016 |
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||
Total Number of Shares Purchased (in shares) | 2,363,590 | 2,136,752 | 1,377,325 | 102,000 | 165,000 | 448,000 | 867,507 | 381,607 | 6,548,473 | 14,390,254 | ||||
Average Price Paid per Share (in usd per share) | $ 1.54 | $ 1.35 | $ 1.40 | $ 1.41 | $ 1.40 | $ 1.48 | $ 1.60 | $ 1.41 | $ 1.59 | $ 1.52 | ||||
Amount | $ 3,639,929 | $ 2,884,615 | $ 1,929,222 | $ 143,820 | $ 231,000 | $ 662,356 | $ 1,384,021 | $ 537,661 | $ 2,304,042 | $ 6,223,967 | $ 10,401,906 | $ 21,814,530 | ||
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan | $ 2,158,297 | $ 4,087,519 | $ 4,231,339 | $ 2,551,717 | $ 3,214,073 | $ 4,462,339 | $ 4,462,339 | $ 4,598,094 | $ 5,000,000 | $ 15,000,000 | ||||
Publicly Announced Repurchase Plans [Member] | ||||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||
Total Number of Shares Purchased (in shares) | 2,363,590 | 0 | 1,377,325 | 102,000 | 165,000 | 448,000 | 867,507 | 381,607 | 6,548,473 | 12,253,502 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Mar. 07, 2019 | Jan. 02, 2019 | Jan. 02, 2018 | Dec. 31, 2018 | Dec. 31, 2016 |
Subsequent Event [Line Items] | |||||
Options granted (in shares) | 1,120,500 | 660,557 | |||
Weighted average exercise price, granted (USD per share) | $ 1.44 | $ 1.61 | |||
Executives and Key Personnel | |||||
Subsequent Event [Line Items] | |||||
Options granted (in shares) | 492,000 | ||||
Weighted average exercise price, granted (USD per share) | $ 1.39 | ||||
Executives and Key Personnel | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Options granted (in shares) | 650,000 | ||||
Weighted average exercise price, granted (USD per share) | $ 1.87 | ||||
Board of Directors | |||||
Subsequent Event [Line Items] | |||||
Options granted (in shares) | 250,000 | ||||
Weighted average exercise price, granted (USD per share) | $ 1.39 | ||||
Board of Directors | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Options granted (in shares) | 300,000 | ||||
Weighted average exercise price, granted (USD per share) | $ 1.87 | ||||
Board of Directors | Stock Option | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Award vesting period | 4 years | ||||
Award requisite service percent | 25.00% | ||||
Award vesting percent | 75.00% | ||||
Non-executive Employees | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Options granted (in shares) | 24,000 | ||||
Weighted average exercise price, granted (USD per share) | $ 1.87 | ||||
Non-executive Employees | Stock Option | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Award vesting period | 4 years | ||||
Consultant | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Options granted (in shares) | 15,000 | ||||
Weighted average exercise price, granted (USD per share) | $ 3 | ||||
Award vesting period | 1 year | ||||
Minimum | Executives and Key Personnel | Stock Option | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Award vesting period | 1 year | ||||
Maximum | Executives and Key Personnel | Stock Option | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Award vesting period | 4 years |
Uncategorized Items - dyai-2018
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 0 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (11,224) |
Additional Paid-in Capital [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 11,224 |