Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 01, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Cellectar Biosciences, Inc. | |
Entity Central Index Key | 0001279704 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | CLRB | |
Entity Common Stock, Shares Outstanding | 5,315,209 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 10,488,288 | $ 13,255,616 |
Restricted cash | 0 | 55,000 |
Prepaid expenses and other current assets | 604,650 | 641,218 |
Total current assets | 11,092,938 | 13,951,834 |
Fixed assets, net | 516,847 | 543,339 |
Right-of-use asset, net | 392,122 | 0 |
Long-term assets | 540,823 | 540,823 |
Other assets | 6,214 | 18,086 |
TOTAL ASSETS | 12,548,944 | 15,054,082 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 2,055,074 | 1,543,819 |
Derivative liability | 47,000 | 43,000 |
Capital lease obligations, current portion | 1,402 | 2,213 |
Deferred rent | 0 | 33,090 |
Lease liability | 96,287 | 0 |
Total current liabilities | 2,199,763 | 1,622,122 |
LONG-TERM LIABILITIES: | ||
Deferred rent, less current portion | 0 | 170,999 |
Lease liability | 502,207 | 0 |
Total long-term liabilities | 502,207 | 170,999 |
TOTAL LIABILITIES | 2,701,970 | 1,793,121 |
COMMITMENTS AND CONTINGENCIES (Note 7) | ||
STOCKHOLDERS' EQUITY: | ||
Common stock, $0.00001 par value; 80,000,000 shares authorized; 5,086,709 and 4,732,387 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 51 | 47 |
Additional paid-in capital | 109,267,845 | 108,323,208 |
Accumulated deficit | (101,209,984) | (97,588,343) |
Total stockholders' equity | 9,846,974 | 13,260,961 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 12,548,944 | 15,054,082 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Preferred Stock Value | $ 1,789,062 | $ 2,526,049 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 5,086,709 | 4,732,387 |
Common stock, shares outstanding | 5,086,709 | 4,732,387 |
Series C Preferred Stock [Member] | ||
Preferred stock, issued | 335 | 473 |
Preferred stock, outstanding | 335 | 473 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
COSTS AND EXPENSES: | ||
Research and development | $ 2,308,397 | $ 2,124,060 |
General and administrative | 1,321,415 | 1,329,467 |
Total costs and expenses | 3,629,812 | 3,453,527 |
LOSS FROM OPERATIONS | (3,629,812) | (3,453,527) |
OTHER INCOME (EXPENSE): | ||
Loss on revaluation of derivative warrants | (4,000) | (26,950) |
Interest income, net | 12,171 | 4,654 |
Total other income (expense), net | 8,171 | (22,296) |
NET LOSS | $ (3,621,641) | $ (3,475,823) |
BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE | $ (0.76) | $ (2.07) |
SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE | 4,773,500 | 1,680,818 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
BALANCE at Dec. 31, 2017 | $ 10,754,463 | $ 995,782 | $ 16 | $ 94,107,981 | $ (84,349,316) |
BALANCE (in shares) at Dec. 31, 2017 | 18 | 1,666,144 | |||
Stock-based compensation | 173,438 | $ 0 | $ 0 | 173,438 | 0 |
Vested restricted stock | 0 | $ 0 | $ 0 | 0 | 0 |
Vested restricted stock (in shares) | 0 | 9,333 | |||
Conversion of preferred shares into common shares | 0 | $ (358,765) | $ 1 | 358,764 | 0 |
Conversion of preferred shares into common shares (in shares) | (6.5) | 34,690 | |||
Net loss | (3,475,823) | $ 0 | $ 0 | 0 | (3,475,823) |
BALANCE at Mar. 31, 2018 | 7,452,078 | $ 637,017 | $ 17 | 94,640,183 | (87,825,139) |
BALANCE (in shares) at Mar. 31, 2018 | 11.5 | 1,710,167 | |||
BALANCE at Dec. 31, 2018 | 13,260,961 | $ 2,526,049 | $ 47 | 108,323,208 | (97,588,343) |
BALANCE (in shares) at Dec. 31, 2018 | 473 | 4,732,387 | |||
Stock-based compensation | 207,654 | $ 0 | $ 0 | 207,654 | 0 |
Vested restricted stock | 0 | $ 0 | $ 0 | 0 | 0 |
Vested restricted stock (in shares) | 0 | 9,334 | |||
Retired shares | 0 | $ 0 | $ 0 | 0 | 0 |
Retired shares (in shares) | 0 | (12) | |||
Conversion of preferred shares into common shares | 0 | $ (736,987) | $ 4 | 736,983 | 0 |
Conversion of preferred shares into common shares (in shares) | (138) | 345,000 | |||
Net loss | (3,621,641) | $ 0 | $ 0 | 0 | (3,621,641) |
BALANCE at Mar. 31, 2019 | $ 9,846,974 | $ 1,789,062 | $ 51 | $ 109,267,845 | $ (101,209,984) |
BALANCE (in shares) at Mar. 31, 2019 | 335 | 5,086,709 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,621,641) | $ (3,475,823) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 32,733 | 17,301 |
Stock-based compensation expense | 207,654 | 173,438 |
Noncash lease expense | 13,281 | |
Loss on revaluation of derivative warrants | 4,000 | 26,950 |
Changes in: | ||
Accounts payable and accrued liabilities | 511,256 | 16,025 |
Lease liability | (10,998) | 0 |
Prepaid expenses and other current assets | 36,568 | 107,984 |
Other assets and liabilities | 11,872 | (49,980) |
Cash used in operating activities | (2,815,275) | (3,184,105) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | (6,242) | (1,425) |
Cash used in investing activities | (6,242) | (1,425) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on capital lease obligations | (811) | (728) |
Cash (used in) provided by financing activities | (811) | (728) |
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (2,822,328) | (3,186,258) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD | 13,310,616 | 10,061,421 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD | 10,488,288 | 6,875,163 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest expense | 880 | 0 |
Obtaining a right-of-use asset in exchange for a lease liability | 405,000 | 0 |
Lease liability established through right-of-use asset | $ 609,000 | $ 0 |
NATURE OF BUSINESS, ORGANIZATIO
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2019 | |
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 development of targeted treatments for cancer and leveraging its proprietary phospholipid drug conjugate (PDC™) platform to develop the next generation of tumor targeting treatments. The Company is subject to a number of risks similar to those of other small pharmaceutical companies. Principal among these risks are dependence on key individuals, competition from substitute products and larger companies, the successful development and marketing of its products in a highly regulated environment and the need to obtain additional financing necessary to fund future operations. The accompanying financial statements have been prepared on a basis that assumes that 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 incurred losses since inception in devoting substantially all of its efforts toward research and development and has an accumulated deficit of approximately $101,210,000 at March 31, 2019. The Company has devoted substantially all its efforts toward research and development and has, during the three months ended March 31, 2019, generated an operating loss of approximately $3,630,000. The Company expects that it will continue to generate operating losses for the foreseeable future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company believes that its cash balance at March 31, 2019 is adequate to fund operations at budgeted levels into first quarter 2020. The Company’s ability to execute its operating plan beyond first quarter 2020 depends on its ability to obtain additional funding via the sale of equity and/or debt securities, a strategic transaction or otherwise. The Company plans to continue to actively pursue financing alternatives, but there can be no assurance that it will obtain the necessary funding, raising substantial doubt about the Company’s ability to continue as a going concern within one year of the date these financial statements are issued. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2018 has been derived from audited financial statements. The accompanying unaudited Condensed Consolidated Balance Sheet as of March 31, 2019, the Condensed Consolidated Statements of Operations and the Condensed Statements of Stockholders’ Equity for the three months ended March 31, 2019 and 2018, the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018 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 the information and the notes required by U.S. GAAP for complete financial statements. 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 March 31, 2019 and consolidated results of its operations, stockholders’ equity and cash flows for the three months ended March 31, 2019 and 2018. The results for the three months ended March 31, 2019 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, 2018, which was filed with the SEC on February 26, 2019. Principles of Consolidation Reclassifications Restricted Cash Fixed Assets Right-of-Us Asset and Lease Liabilities Leases Impairment of Long Lived Assets Stock-Based Compensation Equity. Research and Development Income Taxes Fair Value of Financial Instruments Financial Instruments Derivative Instruments Concentration of Credit Risk Leases On January 1, 2019, the Company adopted ASC 842 using the modified retrospective method for all material leases that existed at or commenced after January 1, 2019. See Note 8 1. did not reassess expired contracts for presence of lease components therein and if it was already concluded that such contracts had lease components then the classification of the respective lease components therein was not re-assessed. 2. did not re-assess initial direct costs for any existing leases. 3. will not separate the lease and non-lease components. 4. will continue applying its current policy for accounting for land easements that existed as of, or expired before effective date. The adoption of ASC 842 did not have a material net impact on the Company’s consolidated statements of operations as of the effective date. The following table approximates the impact that the adoption of ASC 842 had to the Company’s March 31, 2019 Condensed Consolidated Balance Sheet as impacted by landlord provided incentives and the present value of future cash flows calculation against both the asset and liability: Balance without adoption of ASC 842 Adjustment as of January 1, 2019 As reported balance as of March 31, 2019 Lease incentive liability ($176,000) $176,000 $ - Deferred rent ($ 28,000) $ 28,000 $ - Right-of-use asset (net) $ - $392,000 $392,000 Lease Liability $ - ($598,000) ($598,000) Recent Accounting Pronouncements |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 2. FAIR VALUE In accordance with 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. In August 2014, as part of an underwritten public offering, the Company issued 49,425 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 March 31, 2019 and December 31, 2018: March 31, 2019 Level 1 Level 2 Level 3 Fair Value Liabilities: August 2014 Warrants $ — $ 47,000 $ — $ 47,000 Total $ — $ 47,000 $ — $ 47,000 December 31, 2018 Level 1 Level 2 Level 3 Fair Value Liabilities: August 2014 Warrants $ — $ 43,000 $ — $ 43,000 Total $ — $ 43,000 $ — $ 43,000 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 | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 3. STOCKHOLDERS’ EQUITY July 2018 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 In order to account for the July 2018 public offering, the Company allocated the proceeds to the common stock, the Series C Preferred Stock and the Series E warrants on a relative fair value basis. Then using the effective conversion price of the Series C Preferred Stock, the Company determined that there was a beneficial conversion feature (“BCF”) of $2,241,795. The BCF did not impact total Stockholders’ Equity but was reflected as a deemed dividend in arriving at net loss attributable to common stockholders in July 2018 . 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. For the three and twelve months ended March 31, 2019 and December 31, 2018, 138 and 641 shares of Series C Preferred Stock were converted into 345,000 and 1,602,500 shares of common stock, respectively. 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 consolidated financial statements and accompanying notes to the 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 0.00001 Common Stock Warrants The following table summarizes information with regard to outstanding warrants to purchase common stock as of March 31, 2019. Offering Number of Shares Issuable Upon Exercise of Outstanding Warrants Exercise Price Expiration Date July 2018 Series E Warrants 4,140,000 $ 4.00 July 31, 2023 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 20,202 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 5,318,747 (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 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2019 | |
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 During the three-month periods ended March 31, 2019 and 2018 there were no option grants issued. The following table summarizes amounts charged to expense for stock-based compensation related to employee and director stock option grants and recorded in connection with stock options granted to non-employee consultants: Three Months Ended March 31, 2019 2018 Employee and director stock option grants: Research and development $ 27,120 $ 34,127 General and administrative 180,534 139,311 Total stock-based compensation $ 207,654 $ 173,438 On October 12, 2018, we granted 167,430 contingent non-statutory stock option awards at an exercise price of $2.61 per share to our current non-employee directors and our employees, and on January 17, 2019, we granted 118,750 contingent non-statutory stock option awards at an exercise price of $1.99 per share to our current employees. Each of these grants is contingent on approval of the amendment to the 2015 June 13, 2019 . Assumptions Used in Determining Fair Value Valuation and amortization method . The fair value of each stock award is estimated on the grant date using the Black-Scholes option-pricing model. The estimated fair value of employee stock options is amortized to expense using the straight-line method over the required service period which is generally the vesting period. The estimated fair value of the non-employee options is amortized to expense over the period during which a non-employee is required to provide services for the award (usually the vesting period). Volatility. The Company estimates volatility based on an average of (1) the Company’s historical volatility since its common stock has been publicly traded and (2) review of volatility estimates of publicly held drug development companies with similar market capitalizations. Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. Expected term . The expected term of stock options granted is based on an estimate of when options will be exercised in the future. The Company applied the simplified method of estimating the expected term of the options, as described in the SEC’s Staff Accounting Bulletins 107 and 110, as the historical experience is not indicative of the expected behavior in the future. The expected term, calculated under the simplified method, is applied to groups of stock options that have similar contractual terms. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. The Company applied the simplified method to non-employees who have a truncation of term based on termination of service and utilizes the contractual life of the stock options granted for those non-employee grants which do not have a truncation of service. Forfeitures. The Company records stock-based compensation expense only for those awards that are expected to vest. A forfeiture rate is estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. An annual forfeiture rate of 2% was applied to all unvested options for employees and directors, respectively, for the three months ended March 31, 2019 and for the year ended December 31, 2018. Ultimately, the actual expense recognized over the vesting period will be for only those shares that vest. Dividends. The Company has not historically recorded dividends related to stock options. Exercise prices for all grants made during the three months ended March 31, 2019 and 2018 were equal to the market value of the Company’s common stock on the date of grant. There were no stock option grants during the three months ended March 31, 2019. 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, 2018 232,343 $ 14.37 $ Granted — $ — Expired — $ — Forfeited (33,559 ) $ 4.78 Outstanding at March 31, 2019 198,784 $ 15.99 Exercisable, March 31, 2019 63,512 $ 38.94 8.00 $ — Unvested, March 31, 2019 135,272 $ 5.22 9.45 $ — 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 option exercises to date. Shares of common stock issued upon the exercise of options are from authorized but unissued shares. As of March 31, 2019, there was approximately $425,713 of total unrecognized compensation cost related to unvested stock-based compensation arrangements. Of this total amount, the Company expects to recognize approximately $367,853, $54,689, and $3,171 during 2019, 2020 and 2021, respectively. The Company’s expense estimates are based upon the expectation that all unvested options will vest in the future, less the forfeiture rate discussed above. The weighted-average grant-date fair value of vested and unvested options outstanding at March 31, 2019 was $ 31.74 4.12 Restricted Stock Grant s. During 2017, the Company issued 46,000 shares under the 2015 Plan of restricted common stock with a weighted average grant date fair value of $20.96. The shares vest annually over a three year period. The following table summarizes the restricted stock grants: Number of Shares Weighted Average Grant Date Fair Value Per Share Total Grant Date Fair Value Outstanding at December 31, 2018 18,668 $ 21.00 $ 392,000 Granted — $ — $ — Vested (9,334 ) $ 21.00 $ (196,000 ) Forfeited — $ — $ — Outstanding at March 31, 2019 9,334 $ 21.00 $ 196,000 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 5. 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, 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 three months ended March 31, 2019 or 2018 because the Company has experienced losses on a tax basis since inception. Because of the limited operating history, 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 derecognition, 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 | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share for the three months ended March 31, 2019 is computed by dividing net income/(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 options, non-vested restricted stock, preferred shares convertible into common stock and warrants. Since there is a net loss attributable to common stockholders for the three months ended March 31, 2019, the inclusion of common stock equivalents in the computation for that period would be antidilutive. The following potentially dilutive securities have been excluded from the computation of diluted net income (loss) per share since their inclusion would be antidilutive: Three Months Ended March 31, 2019 2018 Warrants 5,318,747 1,178,747 Preferred shares as convertible into common stock 837,500 61,594 Stock options 198,784 50,939 Non-vested restricted stock 9,334 28,666 Total potentially dilutive shares 6,364,365 1,319,946 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 7. COMMITMENTS AND CONTINGENCIES Real Property Leases Florham Park, New Jersey On June 4, 2018, the Company entered in an Agreement of Lease for 3,893 square feet for its new corporate headquarters in Florham Park, New Jersey. The lease commencement date was October 2018 and terminates 2024. The Company has an option to extend the term of the lease for one additional 60-month period. Under the terms of the lease, the Company paid 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 is required to pay its proportionate share of certain operating expenses and real estate taxes applicable to the leased premises. After certain rent abatements the rent is approximately $12,500 per month for the first year and then escalates thereafter by 2% per year for the duration of the term. Madison, Wisconsin This space was vacated in 2018 as a result of our decision to outsource our manufacturing. The company additionally extended the lease on a month by month basis through February 6, 2019 to accommodate certain alterations required under the lease agreement. As of March 31, 2019, the Company has fulfilled the remaining obligations under the lease, which facilitated the release of the Certificate of Deposit of $55,000 required under the Company’s lease agreement for the facility. The Company presently rents office space in Madison consists of approximately 300 square feet and is rented for approximately $3,300 per month under an agreement that expires on August 31, 2019. Legal The Company is involved in legal matters and disputes in the ordinary course of business. We do not anticipate that the outcome of such matters and disputes will materially affect the Company’s financial statements. Supply of CLR 131 On March 19, 2019, the Company announced that the U. S. Food and Drug Administration (“FDA”) had granted an exemption to the Import Alert 66-40 (“Import Alert”) placed on Centre for Probe Development and Commercialization (“CPDC”) for the use of CLR 131 in connection with the Company’s pediatric Investigational New Drug Application (“IND”). As previously announced on November 12, 2018, the FDA had granted an exemption to the CPDC Import Alert for our hematology IND. This exemption allows the Company to enroll patients in all of its ongoing and planned clinical trials. CLR 131 is no longer subject to the CPDC’s Import Alert for any of the Company’s existing INDs. On August 7, 2018, the Company was informed by CPDC, our sole supplier of CLR 131, that CPDC was subject to the Import Alert by the 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 it until the Import Alert is lifted or alternative agreements are reached with the FDA. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2019 | |
Leases, Operating [Abstract] | |
Lessee, Operating Leases [Text Block] | 8. LEASES Operating Lease Liability In June 2018, the Company executed an agreement for office space in the Borough of Florham Park, Morris County, New Jersey to be used as its headquarters (“HQ Lease”). The HQ Lease commenced upon completion of certain improvements in October 2018 and terminates in February 2024 with an option to extend the term of the lease for one additional 60-month period. During 2018, the landlord made certain improvements to the facility. As of December 31, 2018, the Company recorded a deferred lease liability of approximately $176,000 for the improvements funded by the landlord in deferred rent current and deferred rent, long-term on the consolidated balance sheet for which we amortized the deferred liability as a reduction to rent expense in the consolidated statement of operations over the term of the lease. For fiscal year 2018, rent expense was recognized on a straight-line basis and accordingly the difference between the recorded rent expense and the actual cash payments had been recorded as deferred rent current and deferred rent, long-term of each balance sheet date on the consolidated balance sheet. As of December 31, 2018, the Lease Liability was measured at the present value of the lease payments to be made over the lease term. Lease payments comprise of fixed and variable payments to be made by the Company to the Lessor during the lease term minus any incentives or rebates or abatements receivable by the Company from the Lessor or owner. Payments for non-lease components did not form part of lease payments. The lease term calculation included renewal options only in the case if these options are specified in the lease agreement and if failure to exercise the renewal option imposes a significant economic penalty. As there are no such significant economic penalties in the HQ Lease and renewal cannot be reasonably assured, the valuation of the HQ Lease does not include any renewal options. The Company has not entered into any leases with related parties. Under the HQ Lease, the Company will pay monthly fixed rent based on approximate rate per rentable square foot which ranges between approximately $12,400 to $13,600 over the lease period. In addition, the Company received certain rent abatements and lease incentives subject to the limitations in the HQ Lease. The HQ Lease’s net ROU asset and ROU lease liability are approximately $392,000 and ($ 598,000 On January 1, 2019, the Company adopted ASC 842 using the modified retrospective method for all material leases that existed at or commenced after January 1, 2019 and elected to apply the practical expedients in ASC 842-10-65-1 (f) and (gg) to the HQ Lease. The Company accounts for short-term leases (i.e., lease term of 12 months or less) by making the short-term lease policy election and will not apply the recognition and measurement requirements of ASC 842. As a result of the immaterial financial impact, the Company than $100,000 over Note 1 Discount Rate The Company has determined the interest rate implicit in the lease considering factors such as Company’s credit rating, barrowing terms offered by the U.S. Small Business Administration, amount of lease payments, quality of collateral and alignment of the borrowing term and lease term. The Company considers 10% per annum as reasonable to use as the incremental borrowing rate for purposes of the calculation of lease liabilities. Maturity Analysis of Short-Term and Operating Leases The following table presents future minimum lease payments, excluding reimbursements under noncancelable operating leases at December 31, 2018 under ASC 840 and is being presented for comparative purposes: Years ending December 31, 2019 $ 138,619 2020 152,626 2021 155,403 2022 158,235 2023 161,123 2024 and thereafter 13,610 Total $ 779,616 The following table approximates the dollar maturity of the Company’s undiscounted payments for its short-term leases and operating lease liabilities as of March 31, 2019: Reminder of 2019 $ 133,000 Years ending December 31, 2020 156,000 2021 159,000 2022 161,000 2023 161,000 2024 and thereafter 13,000 Total undiscounted lease payments $ 783,000 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 9. SUBSEQUENT EVENT On April 15, 2019, we entered into Amended and Restated Employment Agreements with James V. Caruso, our President and Chief Executive Officer, and Jarrod Longcor, our Chief Business Officer. The agreements are consistent with the existing arrangements with the officers except as described in our Proxy Statement for our 2019 Annual Meeting of Stockholders, which was filed on April 29, 2019, and detailed in the Form 8-K which was filed on April 19, 2019. On April 26, 2019, we were made aware that a Stockholder of 85 shares of our Preferred Stock had converted them into 212,500 shares of Common Stock at the standard conversion rate of 1 to 2,500 shares. |
NATURE OF BUSINESS, ORGANIZAT_2
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation — The consolidated financial statements include the accounts of the Company and the accounts of its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such classifications did not have an overall material effect on the Company’s financial condition or statement of operations as previously reported. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash — The Company accounts for cash that is restricted for other than current operations as restricted cash. Restricted Cash at December 31, 2018 consisted of a Certificate of Deposit of $55,000 required under the Company’s lease agreement for its Madison, Wisconsin facility. As of March 31, 2019, the Company had fulfilled the remaining obligations under its lease thereby facilitating the release of all restrictions against the cash. |
Property, Plant and Equipment, Policy [Policy Text Block] | Fixed Assets — Property and equipment are stated at cost. Depreciation on property and equipment is provided using the straight-line method over the estimated useful lives of the assets (3 to 10 years). Because of the significant value of leasehold improvements purchased, leasehold improvements are depreciated over 64 months (their estimated useful life), which represents the full term of the lease. Our only long-lived assets are property and equipment. The Company periodically evaluates long-lived assets for potential impairment. Whenever events or circumstances change, an assessment is made as to whether there has been impairment to the value of long-lived assets by determining whether projected undiscounted cash flows generated by the applicable asset exceed its net book value as of the assessment date. There were no long-lived Fixed Asset impairment charges recorded during the three months ended March 31, 2019 or year ended December 31, 2018. Right-of-Us Asset and Lease Liabilities I Leases |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long - Lived Assets — Long-lived assets consist primarily of fixed assets, which we periodically evaluate for potential impairment. Whenever events or circumstances change, an assessment is made as to whether there has been an impairment in the value of long-lived assets by determining whether projected undiscounted cash flows generated by the applicable asset exceed its net book value as of the assessment date. No such event or change in circumstances occurred; therefore, no such impairment occurred during the three months ended March 31, 2019 and 2018. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation — The Company uses the Black-Scholes option-pricing model to calculate the grant-date fair value of stock option awards. The resulting compensation expense, net of expected forfeitures, for awards that are not performance-based is recognized on a straight-line basis over the service period of the award, which for grants issued in 2019 and 2018 ranged from seven months to three years for stock options. For stock options with performance-based vesting provisions, recognition of compensation expense, net of expected forfeitures, commences if and when the achievement of the performance criteria is deemed probable. The compensation expense, net of expected forfeitures, for performance-based stock options is recognized over the relevant performance period. Non-employee stock-based compensation is accounted for in accordance with the guidance of FASB ASC Topic 505, Equity. As such, the Company recognizes expense based on the estimated fair value of options granted to non-employees over their vesting period, which is generally the period during which services are rendered and deemed completed by such non-employees. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development — Research and development costs are expensed as incurred. To the extent that such costs are reimbursed by the federal government on a fixed price, best efforts basis and the federal government is the sole customer for such research and development, the funding is recognized as a reduction of research and development expenses. |
Income Tax, Policy [Policy Text Block] | Income Taxes — Income taxes are accounted for using the liability method of accounting. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement basis and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some portion of the deferred tax assets will not be realized. Management has provided a full valuation allowance against the Company’s gross deferred tax asset. Tax positions taken or expected to be taken in the course of preparing tax returns are required to be evaluated to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. Tax positions deemed not to meet a more-likely-than-not threshold would be recorded as tax expense in the current year. There were no uncertain tax positions that require accrual to or disclosure in the financial statements as of March 31, 2019 and December 31, 2018. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments — The guidance under FASB ASC Topic 825, Financial Instruments , requires disclosure of the fair value of certain financial instruments. Financial instruments in the accompanying financial statements consist of cash equivalents, prepaid expenses and other assets, accounts payable and long-term obligations. The carrying amount of cash equivalents and accounts payable approximate their fair value as a result of their short-term nature. The carrying value of long-term obligations, including the current portion, approximates fair value because the fixed interest rate approximates current market rates of interest available in the market. |
Derivatives, Policy [Policy Text Block] | Derivative Instruments — The Company generally does not use derivative instruments to hedge exposures to cash flow or market risks; however, certain warrants to purchase common stock that do not meet the requirements for classification as equity, in accordance with the Derivatives and Hedging Topic of the FASB ASC, are classified as liabilities. In such instances, net-cash settlement is assumed for financial reporting purposes, even when the terms of the underlying contracts do not provide for a net-cash settlement. These warrants are considered derivative instruments because the agreements contain a certain type of cash settlement feature, contain “down-round” provisions whereby the number of shares for which the warrants are exercisable, and/or the exercise price of the warrants are subject to change in the event of certain issuances of stock at prices below the then-effective exercise price of the warrants. The number of shares issuable under such warrants was 49,425 at March 31, 2019 and December 31, 2018, respectively. The primary underlying risk exposures pertaining to the warrants and their related fair value is the change in fair value of the underlying common stock, the market price of traded warrants, and estimated timing and probability of future financings. Such financial instruments are initially recorded at fair value with subsequent changes in fair value recorded as a component of gain or loss on derivatives on the consolidated statements of operations in each reporting period. If these instruments subsequently meet the requirements for equity classification, the Company reclassifies the fair value to equity. At March 31, 2019 and December 31, 2018, these warrants represented the only outstanding derivative instruments issued or held by the Company. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk — Financial instruments that subject the Company to credit risk consist of cash and equivalents on deposit with financial institutions. The Company’s excess cash as of March 31, 2019 and December 31, 2018 is on deposit in interest-bearing transaction accounts with well-established financial institutions. At times, such amounts may exceed the FDIC insurance limits. As of March 31, 2019, and December 31, 2018, uninsured cash balances totaled approximately $10,000,000 and $12,800,000, respectfully. |
Lessee, Leases [Policy Text Block] | Leases On January 1, 2019, the Company adopted ASC 842 using the modified retrospective method for all material leases that existed at or commenced after January 1, 2019. See Note 8 1. did not reassess expired contracts for presence of lease components therein and if it was already concluded that such contracts had lease components then the classification of the respective lease components therein was not re-assessed. 2. did not re-assess initial direct costs for any existing leases. 3. will not separate the lease and non-lease components. 4. will continue applying its current policy for accounting for land easements that existed as of, or expired before effective date. The adoption of ASC 842 did not have a material net impact on the Company’s consolidated statements of operations as of the effective date. The following table approximates the impact that the adoption of ASC 842 had to the Company’s March 31, 2019 Condensed Consolidated Balance Sheet as impacted by landlord provided incentives and the present value of future cash flows calculation against both the asset and liability: Balance without adoption of ASC 842 Adjustment as of January 1, 2019 As reported balance as of March 31, 2019 Lease incentive liability ($176,000) $176,000 $ - Deferred rent ($ 28,000) $ 28,000 $ - Right-of-use asset (net) $ - $392,000 $392,000 Lease Liability $ - ($598,000) ($598,000) |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements |
NATURE OF BUSINESS, ORGANIZAT_3
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prospective Adoption of New Accounting Pronouncements [Table Text Block] | The following table approximates the impact that the adoption of ASC 842 had to the Company’s March 31, 2019 Condensed Consolidated Balance Sheet as impacted by landlord provided incentives and the present value of future cash flows calculation against both the asset and liability: Balance without adoption of ASC 842 Adjustment as of January 1, 2019 As reported balance as of March 31, 2019 Lease incentive liability ($176,000) $176,000 $ - Deferred rent ($ 28,000) $ 28,000 $ - Right-of-use asset (net) $ - $392,000 $392,000 Lease Liability $ - ($598,000) ($598,000) |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
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 March 31, 2019 and December 31, 2018: March 31, 2019 Level 1 Level 2 Level 3 Fair Value Liabilities: August 2014 Warrants $ — $ 47,000 $ — $ 47,000 Total $ — $ 47,000 $ — $ 47,000 December 31, 2018 Level 1 Level 2 Level 3 Fair Value Liabilities: August 2014 Warrants $ — $ 43,000 $ — $ 43,000 Total $ — $ 43,000 $ — $ 43,000 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019. Offering Number of Shares Issuable Upon Exercise of Outstanding Warrants Exercise Price Expiration Date July 2018 Series E Warrants 4,140,000 $ 4.00 July 31, 2023 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 20,202 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 5,318,747 (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 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 option grants and recorded in connection with stock options granted to non-employee consultants: Three Months Ended March 31, 2019 2018 Employee and director stock option grants: Research and development $ 27,120 $ 34,127 General and administrative 180,534 139,311 Total stock-based compensation $ 207,654 $ 173,438 |
Share-based Compensation, Stock Options, Activity [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, 2018 232,343 $ 14.37 $ Granted — $ — Expired — $ — Forfeited (33,559 ) $ 4.78 Outstanding at March 31, 2019 198,784 $ 15.99 Exercisable, March 31, 2019 63,512 $ 38.94 8.00 $ — Unvested, March 31, 2019 135,272 $ 5.22 9.45 $ — |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | The following table summarizes the restricted stock grants: Number of Shares Weighted Average Grant Date Fair Value Per Share Total Grant Date Fair Value Outstanding at December 31, 2018 18,668 $ 21.00 $ 392,000 Granted — $ — $ — Vested (9,334 ) $ 21.00 $ (196,000 ) Forfeited — $ — $ — Outstanding at March 31, 2019 9,334 $ 21.00 $ 196,000 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 income (loss) per share since their inclusion would be antidilutive: Three Months Ended March 31, 2019 2018 Warrants 5,318,747 1,178,747 Preferred shares as convertible into common stock 837,500 61,594 Stock options 198,784 50,939 Non-vested restricted stock 9,334 28,666 Total potentially dilutive shares 6,364,365 1,319,946 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases, Operating [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The following table presents future minimum lease payments, excluding reimbursements under noncancelable operating leases at December 31, 2018 under ASC 840 and is being presented for comparative purposes: Years ending December 31, 2019 $ 138,619 2020 152,626 2021 155,403 2022 158,235 2023 161,123 2024 and thereafter 13,610 Total $ 779,616 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | The following table approximates the dollar maturity of the Company’s undiscounted payments for its short-term leases and operating lease liabilities as of March 31, 2019: Reminder of 2019 $ 133,000 Years ending December 31, 2020 156,000 2021 159,000 2022 161,000 2023 161,000 2024 and thereafter 13,000 Total undiscounted lease payments $ 783,000 |
NATURE OF BUSINESS, ORGANIZAT_4
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Deferred rent | $ 0 | $ (170,999) |
Right-of-use asset (net) | 392,122 | $ 0 |
Lease Liability | (598,000) | |
Accounting Standards Update 2016-02 [Member] | ||
Lease incentive liability | 0 | |
Deferred rent | 0 | |
Right-of-use asset (net) | 392,000 | |
Lease Liability | (598,000) | |
Balance without adoption of ASC 842 [Member] | ||
Lease incentive liability | (176,000) | |
Deferred rent | (28,000) | |
Right-of-use asset (net) | 0 | |
Lease Liability | 0 | |
Adjustment [Member] | ||
Lease incentive liability | 176,000 | |
Deferred rent | 28,000 | |
Right-of-use asset (net) | 405,000 | |
Lease Liability | $ (609,000) |
NATURE OF BUSINESS, ORGANIZAT_5
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 49,425 | 49,425 | ||
Net Income (Loss) Attributable to Parent | $ (3,621,641) | $ (3,475,823) | ||
Retained Earnings (Accumulated Deficit) | (101,209,984) | $ (97,588,343) | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 10,488,288 | $ 6,875,163 | 13,310,616 | $ 10,061,421 |
Cash, Uninsured Amount | 10,000,000 | 12,800,000 | ||
Lessee, Operating Lease, Liability, Payments, Due | $ 783,000 | |||
Leasehold Improvements [Member] | ||||
Property, Plant and Equipment, Useful Life | 64 months | |||
Goodwill [Member] | ||||
Impairment of Intangible Assets, Finite-lived | $ 0 | 1,675,462 | ||
Maximum [Member] | ||||
Property, Plant and Equipment, Useful Life | 10 years | |||
Lessee, Operating Lease, Liability, Payments, Due | $ 100,000 | |||
Minimum [Member] | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Certificates of Deposit [Member] | ||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 55,000 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Liabilities: | ||
Derivative Liability, Current | $ 47,000 | $ 43,000 |
August 2014 Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 47,000 | 43,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 0 | 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 | 47,000 | 43,000 |
Fair Value, Inputs, Level 2 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 47,000 | 43,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | $ 0 | $ 0 |
FAIR VALUE (Details Textual)
FAIR VALUE (Details Textual) - shares | Mar. 31, 2019 | Aug. 31, 2014 |
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 | 5,318,747 | |
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) - $ / shares | 3 Months Ended | ||
Mar. 31, 2019 | Jul. 31, 2018 | ||
Class of Warrant or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 5,318,747 | ||
Exercise Price (in dollars per share) | $ 4 | ||
July 2018 Series E Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 4,140,000 | ||
Exercise Price (in dollars per share) | $ 4 | ||
Warrants Expiration Date | Jul. 31, 2023 | ||
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) | $ 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) | $ 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) | $ 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) | $ 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) | $ 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) | $ 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) | [1] | 50,395 | |
Exercise Price (in dollars per share) | [1] | $ 468 | |
Warrants Expiration Date | [1] | Aug. 20, 2019 | |
[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 ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 16, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2014 | |
Class of Warrant or Right [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 1,355,000 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,318,747 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | ||||
Common Stock, Shares Authorized | 80,000,000 | 80,000,000 | |||
Convertible Preferred Stock, Shares Issued 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 consolidated financial statements and accompanying notes to the 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. | ||||
Share Price | $ 4 | ||||
Proceeds from Issuance or Sale of Equity | $ 16,560,000 | ||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Jul. 31, 2023 | ||||
Net Proceeds from Issuance or Sale of Equity After Deducting Underwriting Discounts and Commissions and Related Offering Expenses | $ 15,000,000 | ||||
Warrant [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,140,000 | ||||
Series C Preferred Stock [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 1,114 | ||||
Preferred Stock, Shares Outstanding | 335 | 473 | |||
Preferred Stock Convertible Beneficial Conversion Feature | $ 2,241,795 | ||||
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 | ||||
Share Price | $ 10,000 | ||||
Stock Issued During Period, Value, Stock Options Exercised | $ 138 | $ 641 | |||
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] | |||||
Preferred Stock, Shares Outstanding | 345,000 | 1,602,500 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | $ 207,654 | $ 173,438 |
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 | 27,120 | 34,127 |
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 | $ 180,534 | $ 139,311 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) - USD ($) | Oct. 12, 2018 | Jan. 17, 2019 | Mar. 31, 2019 |
Share-based Compensation, Stock Options, Activity [Line Items] | |||
Granted - Weighted Average Exercise Price (in dollars per share) | $ 2.61 | $ 1.99 | |
Stock Option Activity [Member] | |||
Share-based Compensation, Stock Options, Activity [Line Items] | |||
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 232,343 | 232,343 | |
Granted - Number of Shares Issuable Upon Exercise of Outstanding Options | 0 | ||
Expired- Number of Shares Issuable Upon Exercise of Outstanding Options | 0 | ||
Forfeited - Number of Shares Issuable Upon Exercise of Outstanding Options | (33,559) | ||
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 198,784 | ||
Exercisable - Number of Shares Issuable Upon Exercise of Outstanding Options | 63,512 | ||
Unvested - Number of Shares Issuable Upon Exercise of Outstanding Options | 135,272 | ||
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 14.37 | $ 14.37 | |
Granted - Weighted Average Exercise Price (in dollars per share) | 0 | ||
Expired- Weighted Average Exercise Price (in dollars per share) | 0 | ||
Forfeited - Weighted Average Exercise Price (in dollars per share) | 4.78 | ||
Outstanding - Weighted Average Exercise Price (in dollars per share) | 15.99 | ||
Exercisable - Weighted Average Exercise Price (in dollars per share) | 38.94 | ||
Unvested - Weighted Average Exercise Price (in dollars per share) | $ 5.22 | ||
Exercisable - Weighted Average Remaining Contracted Term in Years | 8 years | ||
Unvested - Weighted Average Remaining Contracted Term in Years | 9 years 5 months 12 days | ||
Exercisable - Aggregate Intrinsic Value (in dollars) | $ 0 | ||
Unvested - Aggregate Intrinsic Value (in dollars) | $ 0 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details 2) | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Weighted Average Grant Date Fair Value Per Share | |
Weighted Average Grant Date Fair Value Per Share Granted | $ 31.74 |
Restricted Stock [Member] | |
Number of Shares | |
Number of Shares Outstanding Beginning | shares | 18,668 |
Number of Shares Granted | shares | 0 |
Number of Shares Vested | shares | (9,334) |
Number of Shares Forfeited | shares | 0 |
Number of Shares Outstanding Ending | shares | 9,334 |
Weighted Average Grant Date Fair Value Per Share | |
Weighted Average Grant Date Fair Value Per Share Outstanding Beginning | $ 21 |
Weighted Average Grant Date Fair Value Per Share Granted | 0 |
Weighted Average Grant Date Fair Value Per Share Vested | 21 |
Weighted Average Grant Date Fair Value Per Share Forfeited | 0 |
Weighted Average Grant Date Fair Value Per Share Outstanding Ending | $ 21 |
Total Grant Date Fair Value | |
Total Grant Date Fair Value Outstanding Beginning | $ | $ 392,000 |
Total Grant Date Fair Value Granted | $ | 0 |
Total Grant Date Fair Value Vested | $ | (196,000) |
Total Grant Date Fair Value Forfeited | $ | 0 |
Total Grant Date Fair Value Outstanding Ending | $ | $ 196,000 |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | Oct. 12, 2018 | Jan. 17, 2019 | Mar. 31, 2019 | 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 | 167,430 | 118,750 | ||
Employee Service Share Based Compensation Nonvested Total Compensation In Current Year | $ 367,853 | |||
Employee Service Share Based Compensation Nonvested Total Compensation In Year Two | 54,689 | |||
Employee Service Share Based Compensation Nonvested Total Compensation In Year Three | 3,171 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 425,713 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 31.74 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 4.12 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.61 | $ 1.99 | ||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | |||
Restricted Stock [Member] | Stock Incentive Plan 2015 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 20.96 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 46,000 | |||
Employee [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Annual Forfeiture Rate Percentage | 2.00% |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - Convertible Debt [Member] - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,364,365 | 1,319,946 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,318,747 | 1,178,747 |
Preferred shares as convertible into common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 837,500 | 61,594 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 198,784 | 50,939 |
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 | 9,334 | 28,666 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) | Jun. 04, 2018ft² | Jun. 30, 2018 | Mar. 31, 2019USD ($)ft² |
Lessee, Operating Lease, Option to Extend | 60-month period | option to extend the term of the lease for one additional 60-month period. | The Company has an option to extend the term of the lease for one additional 60-month period. |
Lessee, Operating Lease, Liability, Payments, Due | $ 783,000 | ||
Florham Park New Jersey [Member] | |||
Area of Land | ft² | 3,893 | ||
Payments for Leases Security Deposits | 75,000 | ||
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 828,000 | ||
Lease Expiration Date | Feb. 1, 2024 | ||
Operating Leases, Rent Expense | $ 12,500 | ||
Lease Rent Escalation Percentage | 2.00% | ||
Madison Wisconsin [Member] | |||
Area of Land | ft² | 300 | ||
Lessee, Operating Lease, Liability, Payments, Due | $ 55,000 | ||
Lease Expiration Date | Aug. 31, 2019 | ||
Operating Leases, Rent Expense | $ 3,300 |
LEASES (Details)
LEASES (Details) | Dec. 31, 2018USD ($) |
Operating Leased Assets [Line Items] | |
2019 | $ 138,619 |
2020 | 152,626 |
2021 | 155,403 |
2022 | 158,235 |
2023 | 161,123 |
2024 and thereafter | 13,610 |
Total | $ 779,616 |
LEASES (Details 1)
LEASES (Details 1) | Mar. 31, 2019USD ($) |
Operating Leased Assets [Line Items] | |
Reminder of 2019 | $ 133,000 |
2020 | 156,000 |
2021 | 159,000 |
2022 | 161,000 |
2023 | 161,000 |
2024 and thereafter | 13,000 |
Total undiscounted lease payments | $ 783,000 |
LEASES (Details Textual)
LEASES (Details Textual) - USD ($) | Jun. 04, 2018 | Jun. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Operating Leased Assets [Line Items] | ||||
Lessee, Operating Lease, Option to Extend | 60-month period | option to extend the term of the lease for one additional 60-month period. | The Company has an option to extend the term of the lease for one additional 60-month period. | |
Operating Lease, Right-of-Use Asset | $ 392,122 | $ 0 | ||
Operating Lease, Liability | $ (598,000) | |||
Operating Lease, Weighted Average Discount Rate, Percent | 10.00% | |||
Lessee, Operating Lease, Liability, Payments, Due | $ 783,000 | |||
Operating Leases, Rent Expense, Net | 28,000 | |||
Operating Lease Right Of Use Liability | (598,000) | |||
Deferred Lease Liability | $ 176,000 | |||
Maximum [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Lessee, Operating Lease, Liability, Payments, Due | 100,000 | |||
Operating Leases, Rent Expense, Net | 13,600 | |||
Minimum [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Operating Leases, Rent Expense, Net | $ 12,400 |
SUBSEQUENT EVENT (Details Textu
SUBSEQUENT EVENT (Details Textual) - shares | 1 Months Ended | |
Apr. 26, 2019 | Jul. 31, 2018 | |
Convertible Preferred Stock, Shares Issued upon Conversion | 2,785,000 | |
Subsequent Event [Member] | Share Holder [Member] | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,500 | |
Convertible Preferred Stock, Total Number of Shares Issued upon Conversion | 212,500 | |
Convertible Preferred Stock [Member] | Subsequent Event [Member] | Share Holder [Member] | ||
Conversion of Stock, Shares Converted | 85 |