Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 08, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Cellectar Biosciences, Inc. | |
Entity Central Index Key | 1,279,704 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | CLRB | |
Entity Common Stock, Shares Outstanding | 3,595,325 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 4,180,744 | $ 10,006,421 |
Restricted cash | 55,000 | 55,000 |
Prepaid expenses and other current assets | 780,559 | 877,996 |
Total current assets | 5,016,303 | 10,939,417 |
FIXED ASSETS, NET | 211,970 | 244,713 |
GOODWILL | 1,675,462 | 1,675,462 |
OTHER ASSETS | 93,086 | 11,872 |
TOTAL ASSETS | 6,996,821 | 12,871,464 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 2,093,646 | 1,867,758 |
Derivative liability | 152,000 | 105,050 |
Capital lease obligations, current portion | 3,203 | 3,036 |
Deferred rent | 40,438 | 138,944 |
Total current liabilities | 2,289,287 | 2,114,788 |
LONG-TERM LIABILITIES: | ||
Capital lease obligation, less current portion | 568 | 2,213 |
Total long-term liabilities | 568 | 2,213 |
TOTAL LIABILITIES | 2,289,855 | 2,117,001 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.00001 par value; 7,000 shares authorized; none and 18 Series B issued and outstanding as of June 30, 2018 and December 31, 2017, respectively | 0 | 995,782 |
Common stock, $0.00001 par value; 80,000,000 shares authorized; 1,774,992 and 1,666,144 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 17 | 16 |
Additional paid-in capital | 95,452,779 | 94,107,981 |
Accumulated deficit | (90,745,830) | (84,349,316) |
Total stockholders' equity | 4,706,966 | 10,754,463 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 6,996,821 | $ 12,871,464 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 7,000 | 7,000 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 1,774,992 | 1,666,144 |
Common stock, shares outstanding | 1,774,992 | 1,666,144 |
Series B Preferred Stock [Member] | ||
Preferred stock, issued | 0 | 18 |
Preferred stock, outstanding | 0 | 18 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
COSTS AND EXPENSES: | ||||
Research and development | $ 1,723,087 | $ 2,175,929 | $ 3,802,955 | $ 4,032,810 |
General and administrative | 1,181,832 | 1,040,540 | 2,555,491 | 1,995,896 |
Total costs and expenses | 2,904,919 | 3,216,469 | 6,358,446 | 6,028,706 |
LOSS FROM OPERATIONS | (2,904,919) | (3,216,469) | (6,358,446) | (6,028,706) |
OTHER INCOME (EXPENSE): | ||||
(Loss)/Gain on revaluation of derivative warrants | (20,000) | 90,000 | (46,950) | 7,525 |
Interest income, net | 4,228 | 4,941 | 8,882 | 8,328 |
Total other income (expense), net | (15,772) | 94,941 | (38,068) | 15,853 |
NET LOSS | $ (2,920,691) | $ (3,121,528) | $ (6,396,514) | $ (6,012,853) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ (1.69) | $ (2.32) | $ (3.75) | $ (4.72) |
SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS PER COMMON SHARE | 1,731,561 | 1,346,199 | 1,706,278 | 1,274,014 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (2,920,691) | $ (3,121,528) | $ (6,396,514) | $ (6,012,853) | |
Adjustments to reconcile net loss to cash used in operating activities: | |||||
Depreciation and amortization | 34,168 | 188,325 | |||
Stock-based compensation expense | 175,579 | 231,086 | 349,017 | 396,760 | |
Loss/(Gain) on revaluation of derivative warrants | 20,000 | (90,000) | 46,950 | (7,525) | |
Changes in: | |||||
Accounts payable and accrued liabilities | 225,888 | 49,864 | |||
Prepaid expenses and other current assets | 190,575 | (263,169) | |||
Other assets and liabilities | (179,720) | (2,432) | |||
Cash used in operating activities | (5,729,636) | (5,651,030) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchases of fixed assets | (1,425) | (320,510) | |||
Cash used in investing activities | (1,425) | (320,510) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Payments on notes payable | 0 | (86,591) | |||
Proceeds from exercise of warrants | 0 | 2,940,759 | |||
Change in deferred issuance costs | (93,138) | (12,847) | |||
Payments on capital lease obligations | (1,478) | (1,327) | |||
Cash provided by (used in) financing activities | (94,616) | 2,839,994 | |||
NET (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (5,825,677) | (3,131,546) | |||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 10,061,421 | 11,499,619 | $ 11,499,619 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ 4,235,744 | $ 8,368,073 | 4,235,744 | 8,368,073 | $ 10,061,421 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||
Cash paid for interest expense | $ 0 | $ 364 |
NATURE OF BUSINESS, ORGANIZATIO
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature Of Business Organization and Going Concern Disclosure [Text Block] | 1. NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN Cellectar Biosciences, Inc. (the “Company”) is a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of drugs for the treatment of cancer. The Company’s core objective is to leverage its proprietary phospholipid drug conjugate TM TM The Company is subject to a number of risks similar to those of other small pharmaceutical companies. Principal among these risks are the need to obtain additional financing necessary to fund future operations, dependence on key individuals, competition from substitute products and larger companies and the successful development and marketing of its products in a highly regulated environment. The accompanying financial statements have been prepared on a basis that assumes the Company will continue as a going concern and that contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has devoted substantially all of its efforts toward research and development and has, during the six months ended June 30, 2018, generated an operating loss of approximately $6,358,000. The Company expects that it will continue to generate operating losses for the foreseeable future. The Company believes that its cash balance at June 30, 2018 would not provide enough liquidity for the next twelve months and raises substantial doubt about its ability to continue as a going concern within one year of the date these financial statements are issued. However, The Company believes that with the closing of the underwritten public offering on July 31, 2018 (see footnote 9 Subsequent Events) that it has sufficient liquidity to fund operations through 12 months from the filing of these financial statements, therefore, alleviating the Company’s substantial doubt of its ability to continue as a going concern. The accompanying condensed consolidated balance sheet as of December 31, 2017 has been derived from audited financial statements. The accompanying unaudited condensed consolidated balance sheet as of June 30, 2018, the condensed consolidated statements of operations for the three months and six months ended June 30, 2018 and 2017, the condensed consolidated statements of cash flows for the six months ended June 30, 2018 and 2017 and the related interim information contained within the notes to the condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions, rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and the notes required by U.S. GAAP for complete financial statements, although the company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments which are of a nature necessary for the fair presentation of the Company’s consolidated financial position at June 30, 2018 and consolidated results of its operations for the three months and six months ended June 30, 2018 and 2017, and its cash flows for the six months ended June 30, 2018 and 2017. The results for the six months ended June 30, 2018 are not necessarily indicative of future results. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on March 21, 2018. Principles of Consolidation Restricted Cash Goodwill In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill. The standard streamlines the methodology for calculating whether goodwill is impaired based upon whether the carrying amount of goodwill exceeds the reporting unit’s fair value. ASU 2017-04 applies to public business entities and those other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill and is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its financial statements. Impairment of Long Lived Assets Stock-Based Compensation Equity. Fair Value of Financial Instruments Financial Instruments Derivative Instruments Leases Recent Accounting Pronouncements - Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). |
FAIR VALUE
FAIR VALUE | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 2. FAIR VALUE In accordance with the Fair Value Measurements and Disclosures Topic of the FASB ASC 820, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. · Level 1: Input prices quoted in an active market for identical financial assets or liabilities. · Level 2: Inputs other than prices quoted in Level 1, such as prices quoted for similar financial assets and liabilities in active markets, prices for identical assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. · Level 3: Input prices quoted that are significant to the fair value of the financial assets or liabilities which are not observable or supported by an active market. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company issued warrants to purchase an aggregate of 8,250 common shares in a February 2013 public offering (the “February 2013 Public Offering Warrants”). On February 20, 2014, 2,750 of the February 2013 Public Offering Warrants expired. On May 20, 2016, 1,625 warrants were exercised. The remaining 3,875 warrants expired on February 20, 2018. In August 2014, as part of an underwritten public offering, the Company issued 49,425 warrants to purchase common stock (the “August 2014 Warrants”). The August 2014 Warrants are listed on the Nasdaq Capital Market under the symbol “CLRBW,” however, there are certain periods where trading volume is low; therefore, they are classified as Level 2 within the hierarchy. The following tables set forth the Company’s financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of June 30, 2018 and December 31, 2017: June 30, 2018 Level 1 Level 2 Level 3 Fair Value Liabilities: August 2014 Warrants $ — $ 152,000 $ — $ 152,000 Total $ — $ 152,000 $ — $ 152,000 December 31, 2017 Level 1 Level 2 Level 3 Fair Value Liabilities: February 2013 Public Offering Warrants $ — $ — $ 5,050 $ 5,050 August 2014 Warrants — 100,000 — 100,000 Total $ — $ 100,000 $ 5,050 $ 105,050 In order to estimate the value of the February 2013 Public Offering Warrants considered to be derivative instruments, the Company uses a modified option-pricing model together with assumptions that consider, among other variables, the fair value of the underlying stock, risk-free interest rates, volatility, the contractual term of the warrants, future financing requirements and dividend rates. The future financing estimates are based on the Company’s estimates of anticipated cash requirements over the term of the warrants as well as the frequency of required financings based on its assessment of its historical financing trends and anticipated future events. Due to the nature of these inputs and the valuation technique utilized, these warrants are classified within the Level 3 hierarchy. The following table summarizes the modified option-pricing assumptions used: Six Months June 30, 2018 Twelve Months Volatility N/A 76-118% Risk-free interest rate N/A 1.03-1.39% Expected life (years) N/A 0.14-0.89 Dividend N/A 0 % The following table summarizes the changes in the fair market value of the Company’s warrants which are classified within the Level 3 fair value hierarchy: Six Months June 30, 2018 Twelve Months Beginning balance – Fair value $ 5,050 $ 27,125 (Gain) on derivatives resulting from change in fair value or extinguishment (5,050 ) (22,075 ) Ending balance – Fair value $ — $ 5,050 In order to estimate the fair value of the August 2014 Warrants, the Company calculated the weighted average closing price for the trailing 10-day period with trades that ended on the balance sheet date. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 3. STOCKHOLDERS’ EQUITY Reverse Stock Split At a special meeting held on July 12, 2018, our stockholders approved an amendment to our certificate of incorporation to affect a reverse split of our common stock at a ratio between 1:5 to 1:10 and authorized the Board to determine the ratio at which the reverse split would be. The Board authorized the ratio of the reverse split, and effective at the close of business on July 16, 2018, the Company implemented a 1-for-10 reverse stock split of its outstanding common stock. The accompanying condensed consolidated financial statements and accompanying notes to the condensed consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. The shares of common stock that the Company is authorized to issue remains unchanged at 80,000,000 and the par value remains at $0.00001 per share. Accordingly, stockholders’ equity reflects the reverse stock split by reclassifying from common stock to additional paid-in capital an amount equal to the par value of the decreased shares resulting from the reverse stock split. Authorized Share Increase At a special meeting held on September 12, 2017, the Company’s stockholders approved the ratification of the approval of the Certificate of Amendment to our Certificate of Incorporation to increase the number of authorized shares by 40,000,000 to 80,000,000 which was previously approved by the Company’s stockholders at our annual meeting of stockholders held on May 31, 2017. October 2017 Registered Direct Offering On October 12, 2017, the Company closed on a registered direct offering (the “October 2017 Registered Direct Offering”), priced at-the-market, of 195,438 shares of its common stock and 41.0412949 shares of its Series B Preferred Stock. The Series B Preferred Stock was offered at $100,000 per share and is immediately convertible into approximately 5,337 shares of common stock for a total of 219,037 shares upon conversion at a price of $18.7375 per share. The common stock was offered at $18.7375 per share. Gross offering proceeds to the Company were $7.76 million. In a concurrent private placement, the Company offered purchasers in the registered direct offering Series D warrants to purchase an aggregate of 310,856 shares of common stock, or 0.75 shares of common stock for each share of common stock purchased directly or issuable upon conversion of shares of preferred stock. The Series B Preferred Stock is non-voting, has no dividend rights (except to the extent dividends are also paid on common stock), liquidation preference, or other preferences over common stock. The Series D warrants are immediately exercisable at an exercise price of $17.80 per share and expire seven years from the closing. The Series D warrants, which are callable by the Company under certain circumstances, will not trade. Gross proceeds were approximately $7.8 million with net proceeds to the Company of approximately $7.1 million. In order to account for the October 2017 Registered Direct Offering, the Company allocated the proceeds to the common stock, the Series B Preferred Stock and the Series D warrants on a relative fair value basis. Then using the effective conversion price of the Series B Preferred Stock, the Company determined that there was a beneficial conversion feature of $1,448,945. On or prior to December 31, 2017, 23 shares of Series B Preferred Stock issued in the October 2017 Registered Direct Offering were converted into 122,751 shares of common stock. During the six months ended June 30, 2018 the remaining 18 shares of Series B Preferred Stock were converted into 96,283 shares of common stock. Common Stock Warrants The following table summarizes information with regard to outstanding warrants to purchase common stock as of June 30, 2018. Offering Number of Shares Exercise Expiration Date October 2017 Series D Warrants 310,856 $ 17.80 October 14, 2024 November 2016 Public Offering Series C 415,785 $ 15.00 November 29, 2021 April 2016 Underwritten Registered Series A 362,694 $ 30.40 April 20,2021 October 2015 Incremental Series A 30,006 $ 21.30 October 20,2021 October 2015 Private Placement Series A 8,636 $ 21.30 April 1, 2021 October 2015 Offering – Placement Agent 375 $ 283.00 October 1, 2020 August 2014 Public Offering (1) 50,395 $ 468.00 August 20, 2019 Total 1,178,747 (1) These warrants have a certain type of cash settlement feature and they have been accounted for as derivative instruments as described in Note 1, with the exception of 970 warrants issued in August 2014. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 4. STOCK-BASED COMPENSATION Accounting for Stock-Based Compensation The following table summarizes amounts charged to expense for stock-based compensation related to employee and director stock grants and stock option grants and recorded in connection with stock options granted to non-employee consultants: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Employee and director stock and stock option grants: Research and development $ 36,625 $ 40,072 $ 70,752 $ 56,720 General and administrative 138,954 191,014 278,265 340,040 Total stock-based compensation $ 175,579 $ 231,086 $ 349,017 $ 396,760 Assumptions Used In Determining Fair Value for Stock Options Valuation and amortization method Volatility. Risk-free interest rate Expected term Forfeitures. Dividends. Exercise prices for all grants made during the six months ended June 30, 2018 and 2017 were equal to the market value of the Company’s common stock on the date of grant. Stock Option Activity A summary of stock option activity is as follows: Number of Shares Issuable Upon Exercise of Outstanding Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term in Years Aggregate Intrinsic Value Outstanding at December 31, 2017 53,172 $ 65.50 Granted 8,000 $ 11.70 Expired (1,550 ) $ 349.20 Forfeited (2,096 ) $ 19.30 Outstanding at June 30, 2018 57,526 $ 52.10 Exercisable, June 30, 2018 32,131 $ 72.90 7.82 $ — Unvested, June 30, 2018 25,395 $ 25.70 8.73 $ — The aggregate intrinsic value of options outstanding is calculated based on the positive difference between the estimated per-share fair value of common stock at the end of the respective period and the exercise price of the underlying options. There have been no options exercised during 2018. Shares of common stock issued upon the exercise of options are from authorized but unissued shares. As of June 30, 2018, there was approximately $925,000 of total unrecognized compensation cost related to unvested stock-based compensation arrangements. Of this total amount, the Company expects to recognize approximately $337,000, $484,000, $97,000 and $7,000 during 2018, 2019, 2020 and 2021 respectively. The Company’s expense estimates are based upon the expectation that all unvested stock grants and stock options will vest in the future, less the forfeiture rate discussed above. The weighted-average grant-date fair value of vested and unvested stock grants and stock options outstanding at June 30, 2018 was $57.70 and $21.00, respectively. During the six months ended June 30, 2018, the Company granted a total of 8,000 options. Restricted Stock Grant Outstanding non-vested restricted stock at December 31, 2017 38,000 Granted — Vested (12,666 ) Outstanding non-vested restricted stock at June 30, 2018 25,334 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable Disclosure [Text Block] | 5. NOTES PAYABLE During the quarter ended March 31, 2017, the two loans with initial principal amounts totaling $450,000 from the Wisconsin Economic Development Corporation, dated September 15, 2010, were paid in full. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 6. INCOME TAXES The Company accounts for income taxes in accordance with the liability method of accounting. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax basis of assets and liabilities, and net operating loss carryforwards (NOLs), using the enacted tax rates. Deferred income tax expense or benefit is based on changes in the asset or liability from period to period. The Company did not record a provision or benefit for federal, state or foreign income taxes for the six months ended June 30, 2018 or 2017 because the Company has experienced losses on a tax basis since inception. Because of the continuing losses and uncertainty associated with the utilization of the NOLs in the future, management has provided a full allowance against the value of its gross deferred tax assets. The Company also accounts for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return. The Company follows the applicable accounting guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition related to the uncertainty in income tax positions. No uncertain tax positions have been identified. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 7. NET LOSS PER SHARE Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of shares of common stock and the dilutive potential common stock equivalents then outstanding. Potential common stock equivalents consist of stock grants, stock options and warrants. Since there is a net loss attributable to common stockholders for the three months and six months ended June 30, 2018 and 2017, the inclusion of common stock equivalents in the computation for those periods would be antidilutive. Accordingly, basic and diluted net loss per share is the same for all periods presented. The following potentially dilutive securities have been excluded from the computation of diluted net loss per share since their inclusion would be antidilutive: Six Months Ended June 30, 2018 2017 Warrants 1,178,747 874,153 Stock options 57,526 55,873 Non-vested restricted stock 25,334 46,000 Total potentially dilutive shares 1,261,607 976,026 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 8. COMMITMENTS AND CONTINGENCIES Leases - Under the terms of the lease, the Company must pay a security deposit of $75,000 and the aggregate rent due over the term of the lease is approximately $828,000, which will be reduced to approximately $783,000 after certain rent abatements. The Company will also be required to pay its proportionate share of certain operating expenses and real estate taxes applicable to the leased premises. Legal - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 9. SUBSEQUENT EVENTS Underwritten Public Offering On July 31, 2018, the Company sold 1,355,000 shares of common stock, 1,114 shares of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) convertible into 2,785,000 shares of common stock and Series E warrants to purchase 4,140,000 shares of common stock. The public offering price of a share of common stock together with a Series E warrant to purchase one share of common stock was $4.00. The public offering price of a share of Series C Preferred Stock, each of which is convertible into 2,500 shares of Common Stock, together with a Series E warrant to purchase 2,500 shares of common stock was $10,000. The Series E warrants have an exercise price of $4.00 per share and are exercisable until July 31, 2023. Gross offering proceeds to the Company were $16.56 million, with net proceeds to the Company of approximately $14.9 million after deducting underwriting discounts and commissions and related offering expenses . The Series C Preferred Stock includes a beneficial ownership blocker but has no dividend rights (except to the extent that dividends are also paid on the common stock), liquidation preference or other preferences over common stock, and subject to limited exceptions, has no voting rights. As of August 7, 2018, 176 440,000 The following pro forma summary information reflects the Company’s unaudited balance sheet as if the underwritten public offering closed on June 30, 2018. . CELLECTAR BIOSCIENCES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS As Reported June 30, 2018 (Unaudited) Pro Forma June 30, (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 4,180,744 $ 19,068,667 Restricted cash 55,000 55,000 Prepaid expenses and other current assets 780,559 780,559 Total current assets 5,016,303 19,904,226 FIXED ASSETS, NET 211,970 211,970 GOODWILL 1,675,462 1,675,462 OTHER ASSETS 93,086 93,086 TOTAL ASSETS $ 6,996,821 $ 21,884,744 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities 2,093,646 2,093,646 Derivative liability 152,000 152,000 Capital lease obligations, current portion 3,203 3,203 Deferred rent 40,438 40,438 Total current liabilities 2,289,287 2,289,287 LONG-TERM LIABILITIES: Capital lease obligation, less current portion 568 568 Total long-term liabilities 568 568 TOTAL LIABILITIES 2,289,855 2,289,855 COMMITMENTS AND CONTINGENCIES (Note 8) STOCKHOLDERS’ EQUITY: Preferred stock, $0.00001 par value; 7,000 shares Series C authorized; none actual; 1,114 pro forma — — Common stock, $0.00001 par value; 80,000,000 shares authorized; 1,774,992 17 31 Additional paid-in capital 95,452,779 110,340,688 Accumulated deficit (90,745,830 ) (90,745,830 ) Total stockholders’ equity 4,706,966 19,594,889 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 6,996,821 $ 21,884,744 CLR 131 Supply On August 7, 2018, the Company was informed by Centre for Probe Development and Commercialization (“CPDC”), the Company’s sole supplier of CLR 131, that it is subject to an Import Alert 66-40 (the “Import Alert”) by the United States Food and Drug Administration (“FDA”). While the basis for the Import Alert was not related to CLR 131, or CPDC’s production facility associated with CLR 131, CPDC informed the Company on August 8, 2018 that CPDC would not be able to supply CLR 131 to the Company until the Import Alert is lifted or alternative agreements are reached with the FDA. The Company intends to work with CPDC to resolve this issue as soon as practical. As a result of the supply disruption, the Company expects delays in enrollment in its ongoing clinical trials. At this time, the Company is not able to assess the extent of the delays or what impact the supply disruption will have on the Company, but the inability of CPDC to supply CLR 131 on a prolonged basis would result in further delayed patient enrollment in current and planned clinical trials for CLR 131. |
NATURE OF BUSINESS, ORGANIZAT15
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill. The standard streamlines the methodology for calculating whether goodwill is impaired based upon whether the carrying amount of goodwill exceeds the reporting unit’s fair value. ASU 2017-04 applies to public business entities and those other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill and is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its financial statements. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long Lived Assets |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation Equity. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Financial Instruments |
Derivatives, Policy [Policy Text Block] | Derivative Instruments |
Lessor, Leases [Policy Text Block] | Leases |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements - Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | The following tables set forth the Company’s financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of June 30, 2018 and December 31, 2017: June 30, 2018 Level 1 Level 2 Level 3 Fair Value Liabilities: August 2014 Warrants $ — $ 152,000 $ — $ 152,000 Total $ — $ 152,000 $ — $ 152,000 December 31, 2017 Level 1 Level 2 Level 3 Fair Value Liabilities: February 2013 Public Offering Warrants $ — $ — $ 5,050 $ 5,050 August 2014 Warrants — 100,000 — 100,000 Total $ — $ 100,000 $ 5,050 $ 105,050 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The following table summarizes the modified option-pricing assumptions used: Six Months June 30, 2018 Twelve Months Volatility N/A 76-118% Risk-free interest rate N/A 1.03-1.39% Expected life (years) N/A 0.14-0.89 Dividend N/A 0 % |
Schedule Of Changes In Fair Value Warrants Classified Level Three [Table Text Block] | The following table summarizes the changes in the fair market value of the Company’s warrants which are classified within the Level 3 fair value hierarchy: Six Months June 30, 2018 Twelve Months Beginning balance – Fair value $ 5,050 $ 27,125 (Gain) on derivatives resulting from change in fair value or extinguishment (5,050 ) (22,075 ) Ending balance – Fair value $ — $ 5,050 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes information with regard to outstanding warrants to purchase common stock as of June 30, 2018. Offering Number of Shares Exercise Expiration Date October 2017 Series D Warrants 310,856 $ 17.80 October 14, 2024 November 2016 Public Offering Series C 415,785 $ 15.00 November 29, 2021 April 2016 Underwritten Registered Series A 362,694 $ 30.40 April 20,2021 October 2015 Incremental Series A 30,006 $ 21.30 October 20,2021 October 2015 Private Placement Series A 8,636 $ 21.30 April 1, 2021 October 2015 Offering – Placement Agent 375 $ 283.00 October 1, 2020 August 2014 Public Offering (1) 50,395 $ 468.00 August 20, 2019 Total 1,178,747 (1) These warrants have a certain type of cash settlement feature and they have been accounted for as derivative instruments as described in Note 1, with the exception of 970 warrants issued in August 2014. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The following table summarizes amounts charged to expense for stock-based compensation related to employee and director stock grants and stock option grants and recorded in connection with stock options granted to non-employee consultants: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Employee and director stock and stock option grants: Research and development $ 36,625 $ 40,072 $ 70,752 $ 56,720 General and administrative 138,954 191,014 278,265 340,040 Total stock-based compensation $ 175,579 $ 231,086 $ 349,017 $ 396,760 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | A summary of stock option activity is as follows: Number of Shares Issuable Upon Exercise of Outstanding Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term in Years Aggregate Intrinsic Value Outstanding at December 31, 2017 53,172 $ 65.50 Granted 8,000 $ 11.70 Expired (1,550 ) $ 349.20 Forfeited (2,096 ) $ 19.30 Outstanding at June 30, 2018 57,526 $ 52.10 Exercisable, June 30, 2018 32,131 $ 72.90 7.82 $ — Unvested, June 30, 2018 25,395 $ 25.70 8.73 $ — |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of restricted stock activity is as follows: Outstanding non-vested restricted stock at December 31, 2017 38,000 Granted — Vested (12,666 ) Outstanding non-vested restricted stock at June 30, 2018 25,334 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following potentially dilutive securities have been excluded from the computation of diluted net loss per share since their inclusion would be antidilutive: Six Months Ended June 30, 2018 2017 Warrants 1,178,747 874,153 Stock options 57,526 55,873 Non-vested restricted stock 25,334 46,000 Total potentially dilutive shares 1,261,607 976,026 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Condensed Balance Sheet [Table Text Block] | The Company is evaluating the proper accounting treatment for the classification of the Series E Warrants and the allocation of proceeds between common stock, the Series C Preferred Stock, and Additional paid-in capital. All proceeds are included in common stock and additional paid in capital on a pro forma basis . CELLECTAR BIOSCIENCES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS As Reported June 30, 2018 (Unaudited) Pro Forma June 30, (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 4,180,744 $ 19,068,667 Restricted cash 55,000 55,000 Prepaid expenses and other current assets 780,559 780,559 Total current assets 5,016,303 19,904,226 FIXED ASSETS, NET 211,970 211,970 GOODWILL 1,675,462 1,675,462 OTHER ASSETS 93,086 93,086 TOTAL ASSETS $ 6,996,821 $ 21,884,744 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities 2,093,646 2,093,646 Derivative liability 152,000 152,000 Capital lease obligations, current portion 3,203 3,203 Deferred rent 40,438 40,438 Total current liabilities 2,289,287 2,289,287 LONG-TERM LIABILITIES: Capital lease obligation, less current portion 568 568 Total long-term liabilities 568 568 TOTAL LIABILITIES 2,289,855 2,289,855 COMMITMENTS AND CONTINGENCIES (Note 8) STOCKHOLDERS’ EQUITY: Preferred stock, $0.00001 par value; 7,000 shares Series C authorized; none actual; 1,114 pro forma — — Common stock, $0.00001 par value; 80,000,000 shares authorized; 1,774,992 17 31 Additional paid-in capital 95,452,779 110,340,688 Accumulated deficit (90,745,830 ) (90,745,830 ) Total stockholders’ equity 4,706,966 19,594,889 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 6,996,821 $ 21,884,744 |
NATURE OF BUSINESS, ORGANIZAT21
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Certificates of Deposit, at Carrying Value | $ 55,000 | $ 55,000 | $ 55,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 49,425 | 49,425 | 53,306 | ||
Operating Income (Loss) | $ (2,904,919) | $ (3,216,469) | $ (6,358,446) | $ (6,028,706) |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Liabilities: | ||
Derivative Liability, Current | $ 152,000 | $ 105,050 |
February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 5,050 | |
August 2014 Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 152,000 | 100,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 0 | |
Fair Value, Inputs, Level 1 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 152,000 | 100,000 |
Fair Value, Inputs, Level 2 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 0 | |
Fair Value, Inputs, Level 2 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 152,000 | 100,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 0 | 5,050 |
Fair Value, Inputs, Level 3 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 5,050 | |
Fair Value, Inputs, Level 3 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | $ 0 | $ 0 |
FAIR VALUE (Details 1)
FAIR VALUE (Details 1) - 2013 Warrants [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Dividend | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions Rate | 0.00% |
Maximum [Member] | Volatility | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions Rate | 118.00% |
Maximum [Member] | Risk-free interest rate | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions Rate | 1.39% |
Maximum [Member] | Expected life (years) | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions Term | 10 months 20 days |
Minimum [Member] | Volatility | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions Rate | 76.00% |
Minimum [Member] | Risk-free interest rate | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions Rate | 1.03% |
Minimum [Member] | Expected life (years) | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions Term | 1 month 20 days |
FAIR VALUE (Details 2)
FAIR VALUE (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
(Gain) on derivatives resulting from change in fair value or extinguishment | $ (20,000) | $ 90,000 | $ (46,950) | $ 7,525 | |
Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Beginning balance - Fair value | 5,050 | $ 27,125 | $ 27,125 | ||
(Gain) on derivatives resulting from change in fair value or extinguishment | (5,050) | (22,075) | |||
Ending balance - Fair value | $ 0 | $ 0 | $ 5,050 |
FAIR VALUE (Details Textual)
FAIR VALUE (Details Textual) - shares | 1 Months Ended | ||||
May 20, 2016 | Feb. 20, 2014 | Jun. 30, 2018 | Aug. 31, 2014 | Feb. 28, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,178,747 | ||||
February 2013 Public Offering Warrants [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,250 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations | 2,750 | ||||
Number Of Warrants Exercised | 1,625 | ||||
Warrants Expiration Date | Feb. 20, 2018 | ||||
February 2013 Public Offering Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Class of Warrant or Right, Outstanding | 3,875 | ||||
August 2014 Public Offering Warrants [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 49,425 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 6 Months Ended | |
Jun. 30, 2018$ / sharesshares | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 1,178,747 | |
October 2017 Series D Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 310,856 | |
Exercise Price (in dollars per share) | $ / shares | $ 17.80 | |
Warrants Expiration Date | Oct. 14, 2024 | |
November 2016 Public Offering Series C [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 415,785 | |
Exercise Price (in dollars per share) | $ / shares | $ 15 | |
Warrants Expiration Date | Nov. 29, 2021 | |
April 2016 Underwritten Registered Series A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 362,694 | |
Exercise Price (in dollars per share) | $ / shares | $ 30.40 | |
Warrants Expiration Date | Apr. 20, 2021 | |
October 2015 Incremental Series A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 30,006 | |
Exercise Price (in dollars per share) | $ / shares | $ 21.30 | |
Warrants Expiration Date | Oct. 20, 2021 | |
October 2015 Private Placement Series A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 8,636 | |
Exercise Price (in dollars per share) | $ / shares | $ 21.30 | |
Warrants Expiration Date | Apr. 1, 2021 | |
October 2015 Offering - Placement Agent [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 375 | |
Exercise Price (in dollars per share) | $ / shares | $ 283 | |
Warrants Expiration Date | Oct. 1, 2020 | |
August 2014 Public Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 50,395 | [1] |
Exercise Price (in dollars per share) | $ / shares | $ 468 | [1] |
Warrants Expiration Date | Aug. 20, 2019 | [1] |
[1] | These warrants have a certain type of cash settlement feature and they have been accounted for as derivative instruments as described in Note 1, with the exception of 970 warrants issued in August 2014. |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | Oct. 12, 2017 | Jul. 31, 2018 | Jul. 16, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Aug. 07, 2018 | Sep. 12, 2017 | Aug. 31, 2014 |
Class of Warrant or Right [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,178,747 | ||||||||
Common Stock, Shares Authorized | 80,000,000 | 80,000,000 | |||||||
Proceeds from Warrant Exercises | $ 0 | $ 2,940,759 | |||||||
Subsequent Event [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | ||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 176 | ||||||||
Convertible Preferred Stock, Shares Issuable upon Conversion | 2,785,000 | ||||||||
Stockholders' Equity, Reverse Stock Split | At a special meeting held on July 12, 2018, our stockholders approved an amendment to our certificate of incorporation to affect a reverse split of our common stock at a ratio between 1:5 to 1:10 and authorized the Board to determine the ratio at which the reverse split would be. The Board authorized the ratio of the reverse split, and effective at the close of business on July 16, 2018, the Company implemented a 1-for-10 reverse stock split of its outstanding common stock. The accompanying condensed consolidated financial statements and accompanying notes to the condensed consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. The shares of common stock that the Company is authorized to issue remains unchanged at 80,000,000 and the par value remains at $0.00001 per share. Accordingly, stockholders’ equity reflects the reverse stock split by reclassifying from common stock to additional paid-in capital an amount equal to the par value of the decreased shares resulting from the reverse stock split. | ||||||||
Series B Preferred Stock [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 122,751 | ||||||||
Conversion of Stock, Shares Converted | 23 | ||||||||
Preferred Stock Convertible Beneficial Conversion Feature | $ 1,448,945 | ||||||||
Convertible Preferred Stock, Shares Issuable upon Conversion | 96,283 | ||||||||
October 2017 Registered public offering [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock Issued During Period, Value, New Issues | $ 7,760,000 | ||||||||
October 2017 Registered public offering [Member] | Series B Preferred Stock [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 41.0412949 | ||||||||
Shares Issued, Price Per Share | $ 100,000 | ||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 5,337 | ||||||||
Convertible Preferred Stock, Total Number of Shares Issued upon Conversion | 219,037 | ||||||||
August 2014 Underwritten Offering [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 970 | ||||||||
Common Stock [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Common Stock, Shares Authorized | 80,000,000 | 40,000,000 | |||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 1,355,000 | ||||||||
Common Stock [Member] | October 2017 Registered public offering [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 195,438 | ||||||||
Convertible Preferred Stock Conversion Price | $ 18.7375 | ||||||||
Series D Warrants [Member] | October 2017 Registered public offering [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 310,856 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 17.80 | ||||||||
Stock Issued During Period On Exercise Of Warrants, Value | $ 7,800,000 | ||||||||
Common Stock, Conversion Basis | 0.75 | ||||||||
Proceeds from Warrant Exercises | $ 7,100,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||||
Total stock-based compensation | $ 175,579 | $ 231,086 | $ 349,017 | $ 396,760 |
Employee and director stock option grants [Member] | Research and development [Member] | ||||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||||
Total stock-based compensation | 36,625 | 40,072 | 70,752 | 56,720 |
Employee and director stock option grants [Member] | General and administrative [Member] | ||||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||||
Total stock-based compensation | $ 138,954 | $ 191,014 | $ 278,265 | $ 340,040 |
STOCK-BASED COMPENSATION (Det29
STOCK-BASED COMPENSATION (Details 1) | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Share-based Compensation, Stock Options, Activity [Line Items] | |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 53,172 |
Granted - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 8,000 |
Expired- Number of Shares Issuable Upon Exercise of Outstanding Options | shares | (1,550) |
Forfeited - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | (2,096) |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 57,526 |
Exercisable - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 32,131 |
Unvested - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 25,395 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 65.50 |
Granted - Weighted Average Exercise Price (in dollars per share) | $ / shares | 11.70 |
Expired- Weighted Average Exercise Price (in dollars per share) | $ / shares | 349.20 |
Forfeited - Weighted Average Exercise Price (in dollars per share) | $ / shares | 19.30 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ / shares | 52.10 |
Exercisable - Weighted Average Exercise Price (in dollars per share) | $ / shares | 72.90 |
Unvested - Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 25.70 |
Exercisable - Weighted Average Remaining Contracted Term in Years | 7 years 9 months 25 days |
Unvested - Weighted Average Remaining Contracted Term in Years | 8 years 8 months 23 days |
Exercisable - Aggregate Intrinsic Value (in dollars) | $ | $ 0 |
Unvested - Aggregate Intrinsic Value (in dollars) | $ | $ 0 |
STOCK-BASED COMPENSATION (Det30
STOCK-BASED COMPENSATION (Details 2) - Restricted Stock [Member] | 6 Months Ended |
Jun. 30, 2018shares | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | |
Outstanding non-vested restricted stock at December 31, 2017 | 38,000 |
Granted | 0 |
Vested | (12,666) |
Outstanding non-vested restricted stock at June 30, 2018 | 25,334 |
STOCK-BASED COMPENSATION (Det31
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 8,000 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Current Year | $ 337,000 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Two | 484,000 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Three | 97,000 | |
Employee Service Share Based Compensation Nonvested Total Compensation in Year Four | 7,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 925,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 57.70 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 21 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 46,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 21 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 25,334 | 38,000 |
Employee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Annual Forfeiture Rate Percentage | 2.00% | 2.00% |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) | Mar. 31, 2017USD ($) |
Secured Debt [Member] | |
Line of Credit Facility [Line Items] | |
Notes Payable, Noncurrent | $ 450,000 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - Convertible Debt [Member] - shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,261,607 | 976,026 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,178,747 | 874,153 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 57,526 | 55,873 |
Non-vested restricted stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 25,334 | 46,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) | Jun. 04, 2018USD ($)ft² | Jun. 30, 2018USD ($) |
Area of Land | ft² | 3,983 | |
Lessee, Operating Lease, Term of Contract | 64 months | |
Lessee, Operating Lease, Option to Extend | The Company also has an option to extend the term of the lease for one additional 60-month period | |
Proceeds to be Received for Tenant Improvements | $ 179,235 | |
Payments for Leases Security Deposits | $ 75,000 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 828,000 | |
Lessee, Operating Lease, Liability, Payments, Due | $ 783,000 |
SUBSEQUENT EVENTS CONDENSED CON
SUBSEQUENT EVENTS CONDENSED CONSOLIDATED BALANCE SHEETS (Detail) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 4,180,744 | $ 10,006,421 |
Restricted cash | 55,000 | 55,000 |
Prepaid expenses and other current assets | 780,559 | 877,996 |
Total current assets | 5,016,303 | 10,939,417 |
FIXED ASSETS, NET | 211,970 | 244,713 |
GOODWILL | 1,675,462 | 1,675,462 |
OTHER ASSETS | 93,086 | 11,872 |
TOTAL ASSETS | 6,996,821 | 12,871,464 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 2,093,646 | 1,867,758 |
Derivative liability | 152,000 | 105,050 |
Capital lease obligations, current portion | 3,203 | 3,036 |
Deferred rent | 40,438 | 138,944 |
Total current liabilities | 2,289,287 | 2,114,788 |
LONG-TERM LIABILITIES: | ||
Capital lease obligation, less current portion | 568 | 2,213 |
Total long-term liabilities | 568 | 2,213 |
TOTAL LIABILITIES | 2,289,855 | 2,117,001 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.00001 par value; 7,000 shares Series C authorized; none actual; 1,114 pro forma | 0 | 995,782 |
Common stock, $0.00001 par value; 80,000,000 shares authorized; 1,774,992 actual; 3,129,992 pro forma | 17 | 16 |
Additional paid-in capital | 95,452,779 | 94,107,981 |
Accumulated deficit | (90,745,830) | (84,349,316) |
Total stockholders' equity | 4,706,966 | 10,754,463 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 6,996,821 | $ 12,871,464 |
Pro Forma [Member] | ||
CURRENT ASSETS: | ||
Cash and cash equivalents | 19,068,667 | |
Restricted cash | 55,000 | |
Prepaid expenses and other current assets | 780,559 | |
Total current assets | 19,904,226 | |
FIXED ASSETS, NET | 211,970 | |
GOODWILL | 1,675,462 | |
OTHER ASSETS | 93,086 | |
TOTAL ASSETS | 21,884,744 | |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 2,093,646 | |
Derivative liability | 152,000 | |
Capital lease obligations, current portion | 3,203 | |
Deferred rent | 40,438 | |
Total current liabilities | 2,289,287 | |
LONG-TERM LIABILITIES: | ||
Capital lease obligation, less current portion | 568 | |
Total long-term liabilities | 568 | |
TOTAL LIABILITIES | 2,289,855 | |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.00001 par value; 7,000 shares Series C authorized; none actual; 1,114 pro forma | 0 | |
Common stock, $0.00001 par value; 80,000,000 shares authorized; 1,774,992 actual; 3,129,992 pro forma | 31 | |
Additional paid-in capital | 110,340,688 | |
Accumulated deficit | (90,745,830) | |
Total stockholders' equity | 19,594,889 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 21,884,744 |
SUBSEQUENT EVENTS CONDENSED C36
SUBSEQUENT EVENTS CONDENSED CONSOLIDATED BALANCE SHEETS (Detail) (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 7,000 | 7,000 |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 80,000,000 | 80,000,000 |
Common Stock, Shares, Issued | 1,774,992 | 1,666,144 |
Common Stock, Shares, Outstanding | 1,774,992 | 1,666,144 |
Pro Forma [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | |
Preferred Stock, Shares Authorized | 7,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | |
Common Stock, Shares Authorized | 80,000,000 | |
Common Stock, Shares, Issued | 3,129,992 | |
Common Stock, Shares, Outstanding | 1,774,992 | |
Series C Preferred Stock [Member] | Pro Forma [Member] | ||
Preferred Stock, Shares Issued | 1,114 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||
Jul. 31, 2018 | Aug. 07, 2018 | Jun. 30, 2018 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,178,747 | ||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Jul. 31, 2023 | ||
Subsequent Event [Member] | |||
Convertible Preferred Stock, Shares Issuable upon Conversion | 2,785,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | ||
Proceeds from Issuance or Sale of Equity | $ 16,560 | ||
Net Proceeds from Issuance or Sale of Equity After Deducting Underwriting Discounts and Commissions and Related Offering Expenses | $ 14,900 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 176 | ||
Subsequent Event [Member] | Warrant [Member] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,140,000 | ||
Subsequent Event [Member] | Common Stock [Member] | |||
Stock Issued During Period, Shares, New Issues | 1,355,000 | ||
Share Price | $ 4 | ||
Series C Preferred Stock [Member] | Subsequent Event [Member] | |||
Stock Issued During Period, Shares, New Issues | 1,114 | ||
Share Price | $ 10,000 | ||
Convertible Preferred Stock, Terms of Conversion | Series C Preferred Stock, each of which is convertible into 2,500 shares of Common Stock, together with a Series E warrant to purchase 2,500 shares of common stock | ||
Preferred Stock, Shares Outstanding | 440,000 |