Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 13, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ALT | |
Entity Registrant Name | ALTIMMUNE, INC. | |
Entity Central Index Key | 1,326,190 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 8,755,260 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 7,964,002 | $ 8,769,465 |
Restricted cash | 34,174 | 3,534,174 |
Total cash, cash equivalents and restricted cash | 7,998,176 | 12,303,639 |
Accounts receivable | 2,547,402 | 3,806,239 |
Tax refund receivable | 976,523 | 6,361,657 |
Prepaid expenses and other current assets | 443,929 | 994,332 |
Total current assets | 11,966,030 | 23,465,867 |
Property and equipment, net | 1,407,080 | 603,146 |
Intangible assets, net | 38,339,086 | 38,722,270 |
Other assets | 1,149,185 | 238,917 |
Total assets | 52,861,381 | 63,030,200 |
Current liabilities: | ||
Notes payable | 1,467,260 | 49,702 |
Accounts payable | 150,738 | 129,075 |
Accrued expenses and other current liabilities | 6,532,924 | 3,625,257 |
Current portion of deferred revenue | 19,753 | 19,753 |
Current portion of deferred rent | 173,952 | 15,914 |
Total current liabilities | 8,344,627 | 3,839,701 |
Deferred income taxes | 2,891,634 | 5,938,402 |
Other long-term liabilities | 1,941,932 | 4,574,507 |
Total liabilities | 13,178,193 | 14,352,610 |
Contingencies (Note 16) | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value; 200,000,000 and 100,000,000 shares authorized; 1,726,198 and 609,280 shares issued; 1,725,630 and 608,499 shares outstanding at September 30, 2018 and December 31, 2017, respectively | 173 | 61 |
Additional paid-in capital | 137,071,546 | 121,657,587 |
Accumulated deficit | (92,348,368) | (77,684,839) |
Accumulated other comprehensive loss - foreign currency translation adjustments | (5,040,163) | (4,576,986) |
Total stockholders' equity | 39,683,188 | 39,395,823 |
Total liabilities and stockholders' equity | $ 52,861,381 | 63,030,200 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Series B redeemable convertible preferred stock; $0.0001 par value; 16,000 shares designated; 0 and 12,177 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | $ 9,281,767 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 100,000,000 |
Common stock, shares issued | 1,726,198 | 609,280 |
Common stock, shares outstanding | 1,725,630 | 608,499 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares designated | 16,000 | 16,000 |
Convertible preferred stock, shares issued | 0 | 12,177 |
Convertible preferred stock, shares outstanding | 0 | 12,177 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue | ||||
Total revenue | $ 2,634,393 | $ 4,591,940 | $ 7,742,514 | $ 7,929,484 |
Operating expenses | ||||
Research and development | 4,728,726 | 5,905,552 | 15,394,616 | 13,946,403 |
General and administrative | 1,963,733 | 3,038,756 | 7,345,651 | 6,863,782 |
Goodwill impairment charges | 26,600,000 | 490,676 | 26,600,000 | |
Total operating expenses | 6,692,459 | 35,544,308 | 23,230,943 | 47,410,185 |
Loss from operations | (4,058,066) | (30,952,368) | (15,488,429) | (39,480,701) |
Other income (expense): | ||||
Changes in fair value of warrant liability, including gain (loss) on exchange | 806,224 | (508,316) | (2,874,484) | (508,316) |
Changes in fair value of embedded derivatives | 185,768 | (1,157) | 183,638 | (1,157) |
Interest expense | (166,946) | (2,344) | (169,737) | (160,103) |
Interest income | 21,100 | 15,372 | 78,306 | 19,538 |
Other income (expense) | 31,378 | 10,786 | 289,053 | 9,839 |
Total other income (expense) | 877,524 | (485,659) | (2,493,224) | (640,199) |
Net loss before income tax benefit | (3,180,542) | (31,438,027) | (17,981,653) | (40,120,900) |
Income tax benefit | 829,393 | 1,532,790 | 3,318,124 | 2,526,499 |
Net loss | (2,351,149) | (29,905,237) | (14,663,529) | (37,594,401) |
Other comprehensive income (loss) - foreign currency translation adjustments | (1,028,033) | (463,177) | (2,864,839) | |
Comprehensive loss | (2,351,149) | (30,933,270) | (15,126,706) | (40,459,240) |
Net loss | (2,351,149) | (29,905,237) | (14,663,529) | (37,594,401) |
Preferred stock accretion, contributions, and dividends | 64,139 | (1,962,072) | (2,527,275) | (2,125,141) |
Net loss attributed to common stockholders | $ (2,287,010) | $ (31,867,309) | $ (17,190,804) | $ (39,719,542) |
Weighted-average common shares outstanding, basic and diluted | 1,321,289 | 517,596 | 983,651 | 386,524 |
Net loss per share attributed to common stockholders, basic and diluted | $ (1.73) | $ (61.57) | $ (17.48) | $ (102.76) |
Research Grants and Contracts [Member] | ||||
Revenue | ||||
Total revenue | $ 2,629,446 | $ 4,565,251 | $ 7,727,681 | $ 7,892,919 |
License Revenue [Member] | ||||
Revenue | ||||
Total revenue | $ 4,947 | $ 26,689 | $ 14,833 | $ 36,565 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity - 9 months ended Sep. 30, 2018 - USD ($) | Total | Series B Redeemable Convertible Preferred Stock [Member] | Common Stock [Member]Series B Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning Balance at Dec. 31, 2017 | $ 39,395,823 | $ 61 | $ 121,657,587 | $ (77,684,839) | $ (4,576,986) | |
Beginning Balance at Dec. 31, 2017 | $ 9,281,767 | |||||
Beginning Balance (in shares) at Dec. 31, 2017 | 608,499 | |||||
Beginning Balance (in shares) at Dec. 31, 2017 | 12,177 | |||||
Stock based compensation | 722,451 | 722,451 | ||||
Conversion of Series B redeemable convertible preferred stock into common stock | $ (9,790,368) | |||||
Vesting of restricted stock | (17,909) | (17,909) | ||||
Conversion of Series B redeemable convertible preferred stock into common stock (in shares) | (9,813) | |||||
Vesting of restricted stock (in shares) | 213 | |||||
Exercises of stock options | $ 22,898 | $ 1 | 22,897 | |||
Exercises of stock options (in shares) | 19,520 | 9,540 | ||||
Conversion of Series B redeemable convertible preferred stock into common stock | $ 9,790,367 | $ (2,386,284) | $ 50 | 9,790,317 | ||
Conversion of Series B redeemable convertible preferred stock into common stock (in shares) | (2,364) | 502,078 | ||||
Redemption of Series B redeemable convertible preferred stock for cash and release of embedded derivative | 23,292 | 23,292 | ||||
Accretion of Series B redeemable convertible preferred stock | $ 2,894,885 | |||||
Accretion of Series B redeemable convertible preferred stock | (2,894,885) | (2,894,885) | ||||
Issuance of common stock for the exchange of warrants (in shares) | 318,667 | |||||
Ending Balance (in shares) at Sep. 30, 2018 | 0 | |||||
Issuance of common stock for the exchange of warrants | 3,433,041 | $ 32 | 3,433,009 | |||
Issuance of common stock in registered direct offering, net of offering costs | 4,334,816 | $ 29 | 4,334,787 | |||
Issuance of common stock in registered direct offering, net of offering costs (in shares) | 286,633 | |||||
Foreign currency translation adjustments | (463,177) | (463,177) | ||||
Net loss | (14,663,529) | (14,663,529) | ||||
Ending Balance at Sep. 30, 2018 | $ 39,683,188 | $ 173 | $ 137,071,546 | $ (92,348,368) | $ (5,040,163) | |
Ending Balance (in shares) at Sep. 30, 2018 | 1,725,630 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (14,663,529) | $ (37,594,401) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Goodwill impairment charge | 490,676 | 26,600,000 |
Stock-based compensation | 704,425 | 1,137,125 |
Depreciation | 146,299 | 61,191 |
Amortization | 45,426 | 40,409 |
Loss on currency exchange | 31,357 | |
Debt discount and deferred financing cost accretion | 120,024 | 98,060 |
(Gain) loss on disposal of property and equipment | (3,806) | 3,745 |
Changes in fair value of warrant liability, including loss on exchange | 2,874,484 | 508,316 |
Changes in fair value of embedded derivatives | (183,638) | 1,157 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,258,837 | (1,393,988) |
Prepaid expenses and other current assets | 589,773 | (150,524) |
Accounts payable | 20,940 | (2,273,397) |
Accrued expenses and other current liabilities | 1,695,296 | (34,680) |
Deferred revenue | (14,833) | (14,815) |
Deferred rent | 861,741 | (10,085) |
Tax refund receivable | 4,839,775 | (2,142,987) |
Deferred taxes | (3,046,768) | (243,056) |
Net cash used in operating activities | (4,233,521) | (15,407,930) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash assumed in acquisition | 13,684,535 | |
Refund of cash held in escrow | 200,000 | |
Purchase of property and equipment | (968,354) | (89,849) |
Proceeds from sale of property and equipment | 14,492 | 7,531 |
Additions to intangible assets | (39,145) | (47,634) |
Net cash (used in) provided by investing activities | (993,007) | 13,754,583 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of notes payable | (212,431) | |
Proceeds from issuance of convertible notes, net of issuance costs | 3,018,780 | |
Redemption of preferred stock | (2,386,284) | |
Cash paid in conjunction with warrant exchange | (1,100,000) | |
Proceeds from conditional economic incentive | 100,000 | |
Proceeds from issuance of preferred stock and warrants, net of issuance costs | 13,018,570 | |
Proceeds from issuance of common stock, net of issuance costs | 4,334,816 | |
Proceeds from exercise of stock options | 22,898 | 16,455 |
Net cash provided by financing activities | 971,430 | 15,841,374 |
EFFECT OF EXCHANGE RATES ON CASH | (50,365) | 86,879 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (4,305,463) | 14,274,906 |
Cash and cash equivalents and restricted cash, beginning of period | 12,303,639 | 2,876,113 |
Cash and cash equivalents and restricted cash, end of period | 7,998,176 | 17,151,019 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 49,712 | 5,882 |
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES: | ||
Notes payable issued in conjunction with the exchange of warrants | 1,500,000 | |
Accrued expenses and notes payable modified and replaced with convertible notes | 1,077,540 | |
Conversion of convertible notes into common stock | 3,645,424 | |
Common stock warrants issued in connection with convertible notes | $ 548,956 | |
Settlement of warrant liability for common stock | 3,345,030 | |
Series B Redeemable Convertible Preferred Stock [Member] | ||
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES: | ||
Conversion of preferred stock into common stock | 9,790,368 | |
Accretion of Series B redeemable convertible preferred stock | $ 2,894,885 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Altimmune, Inc., headquartered in Gaithersburg, Maryland, together with its subsidiaries (collectively, the “Company” or “Altimmune”) is a clinical stage biopharmaceutical company incorporated under the laws of the State of Delaware. The Company is focused on discovering and developing immunotherapies and vaccines to address significant unmet medical needs. Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and raising capital, and has financed its operations through the issuance of common and preferred stock, long-term debt, and proceeds from research grants and government contracts. The Company has not generated any revenues from the sale of any products to date, and there is no assurance of any future revenues from product sales. The Company’s business is a result of a merger between PharmAthene, Inc. (“PharmAthene”) and the business previously known as Altimmune, Inc. (“Private Altimmune”). In May of 2017, Private Altimmune merged with PharmAthene pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) dated January 18, 2017 among Private Altimmune, PharmAthene, its wholly owned acquisition subsidiaries Mustang Merger Sub Corp I Inc. (“Merger Sub Corp”) and Mustang Merger Sub II LLC (“Merger Sub LLC”). Pursuant to the Merger Agreement, Merger Sub LLC agreed to acquire 100% of the outstanding capital stock of Private Altimmune in a reverse triangular merger and reorganization pursuant to section 368(a) of the Internal Revenue Code (the “Mergers”) (see Note 3). Prior to the Mergers, PharmAthene was a publicly traded biodefense company engaged in Phase 2 clinical trials in developing a next generation anthrax vaccine. On May 4, 2017, Private Altimmune and PharmAthene closed the Mergers in accordance with the terms of the Merger Agreement. Upon the closing of the Mergers, (i) Merger Sub Corp merged with and into Private Altimmune, with Private Altimmune remaining as the surviving corporation; (ii) Private Altimmune then merged with and into Merger Sub LLC, with Merger Sub LLC (renamed as “Altimmune LLC”) remaining as the surviving entity; and (iii) PharmAthene was renamed as “Altimmune, Inc.” Upon closing of the Mergers, all equity instruments of Private Altimmune were exchanged for corresponding equity instruments of PharmAthene (see Note 3). Except where the context indicates otherwise, references to “we,” “us,” “our,” “Altimmune” or the “Company” refer, for periods prior to the completion of the Mergers, to Private Altimmune and its subsidiaries, and for periods following the completion of the Mergers, to the combined company and its subsidiaries. The accompanying unaudited condensed consolidated financial statements are prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States for complete consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2017 included in the annual report on Form 10-K On September 13, 2018, the Company filed Certificates of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 100,000,000 to 200,000,000 shares and to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-30 The unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should we be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Segment information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, our Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. We view our operations and manage our business in one operating segment, the research and development of immunotherapies and vaccines. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 non-lease right-of-use ASU 2014-09. ASU 2016-02 In July 2017, FASB issued ASU 2017-11 Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception stock. ASU 2017-11 also instruments, ASU 2017-11 requires 2017-11 In June 2018, FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718)—Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 ASU 2018-07 ASU 2018-07 Foreign Currencies Historically the Company’s UK subsidiaries utilized the British pound as their functional currency. The assets and liabilities of these subsidiaries were translated at current exchange rates, while revenue and expenses were translated at the average rates in effect for the period. The related translation gains and losses were included in other comprehensive income or loss within the Condensed Consolidated Statements of Operations and Comprehensive Loss. As a result of an analysis which took into account the economic indicators of these subsidiaries from a long-term perspective, the Company changed the functional currency for these subsidiaries from British Pounds to U.S. Dollars effective as of July 1, 2018. The change in the Company’s functional currency determination has been applied on a prospective basis in accordance with ASC 830. Therefore, any translation gains and losses that were previously recorded in accumulated other comprehensive income through June 30, 2018 remain unchanged as of September 30, 2018. Impairment of Long-lived Assets The Company evaluates our long-lived tangible and intangible assets, including in-process research and development (“IPR&D”) assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Our IPR&D assets are currently non-amortizing. Until such time as the projects are either completed or abandoned, we test those assets for impairment at least annually during our fourth quarter, or more frequently at interim periods, by evaluating qualitative factors which could be indicative of impairment. Qualitative factors being considered include, but are not limited to, the current project status, forecasted changes in the timing or amounts required to complete the project, forecasted changes in the timing or amounts of future cash flows to be generated by the completed products, and changes to other market-based assumptions, such as discount rates and overall market capitalization of our Company. Upon completion or abandonment, the value of the IPR&D assets will be amortized to expense over the anticipated useful life of the developed products, if completed, or charged to expense when abandoned if no alternative future use exists. As of September 30, 2018, our projects continue to progress as originally anticipated. We performed qualitative assessments of our long-lived assets, including IPR&D, and have determined that our long-lived assets, including IPR&D, are not impaired as of and during the period ended September 30, 2018. We believe our assumptions to be reasonable, however development of IPR&D assets are unpredictable and inherently uncertain. Actual future progress may differ from our initial expectations and other market-based assumptions may change over time. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination Pursuant to the Merger Agreement, the Company closed the Mergers with PharmAthene on May 4, 2017. In accordance with the terms of the Merger Agreement, PharmAthene issued 0.0249702 (the “share exchange ratio”) of a share of PharmAthene common stock for each share of Private Altimmune’s common stock (“common stock”) outstanding as of the closing date. In addition, Private Altimmune’s stock options and warrants were also replaced with options and warrants, to purchase PharmAthene’s common stock at the same share exchange ratio of 0.0249702. All historical share and per share information including common and preferred stock, restricted stock, common stock warrants, and stock options, has been retroactively adjusted to reflect the effect of the share exchange ratio. Immediately prior to closing, 19,976 shares of Series B convertible preferred stock (“convertible preferred stock”) converted into Private Altimmune common stock on a 1-for-1 Although PharmAthene was the issuer of the shares and considered the legal acquirer in the Mergers, following the closing, shareholders of Private Altimmune held 58.2% of the equity interest of the combined entity and assumed control of the combined entity. As a result, the transaction has been accounted for as a reverse merger, with Private Altimmune considered the accounting acquirer, and the assets and liabilities of PharmAthene have been recorded at their estimated fair value. The unadjusted purchase price allocated to PharmAthene’s assets and liabilities was estimated to be $44,742,737 as of the closing date and consisted of the shares of the combined company retained by PharmAthene shareholders, and the estimated fair value of vested PharmAthene stock options and warrants which remained outstanding as of the closing date. Also at the closing, 252 outstanding unvested options of PharmAthene with an estimated fair value of $15,173 remained subject to vesting and service requirements. These unvested options will be recorded as operating expense in future periods as the services are delivered and the options vest. Headquartered in Annapolis, Maryland, PharmAthene was incorporated in Delaware in April 2005. PharmAthene was a biodefense company engaged in Phase 2 clinical trials in developing a next generation anthrax vaccine. The next generation vaccine is intended to have more rapid time to protection, fewer doses for protection and less stringent requirements for temperature-controlled storage and handling than the currently used vaccine. The Mergers enable the combined company to become a fully integrated, commercially-focused immunotherapeutics company with the ability to create more value than either company could achieve individually. As a publicly listed entity, the Mergers also provide us with additional capital financing alternatives to support the combined entity’s planned research and development activities. In addition to the operating assets and liabilities of PharmAthene, Private Altimmune also acquired PharmAthene’s tax attributes, which primarily consisted of tax refunds receivable and $965,583 of net operating losses which were limited under Section 382 of the Internal Revenue Code and were fully reserved, which will expire in 2023. The Company recorded a deferred tax liability related to future tax benefits arising from an IPR&D asset acquired in the Mergers. Goodwill generated from the Mergers is not expected to be deductible for tax purposes. For accounting purposes, the historical financial statements of Private Altimmune have not been adjusted to reflect the Mergers, other than adjustments to the capital structure of Private Altimmune to reflect the historical capital structure of PharmAthene. Private Altimmune incurred $2,183,671 of transaction costs, which were expensed as incurred. The following table lists the various securities of PharmAthene which were outstanding as of May 4, 2017 and whose rights and obligations were assumed by the combined entity following the Mergers: Outstanding PharmAthene common stock 229,450 Outstanding PharmAthene stock options 4,100 Outstanding PharmAthene stock warrants 155 Per share fair value of PharmAthene common stock $ 195.00 Weighted average per share fair value of PharmAthene stock options, vested and unvested $ 7.80 Per share fair value of PharmAthene stock warrants $ 0.30 Aggregate fair value of consideration $ 44,757,910 Less fair value of unvested common stock options (15,173 ) Total fair value of consideration $ 44,742,737 Through December 31, 2017, the Company had recorded adjustments to the allocation of the purchase consideration that included a $44,700 adjustment to increase our tax refund receivable and a $4,535 adjustment to reduce our deferred tax liabilities, with a total adjustment of $49,235 resulting in an increase in goodwill. The adjustments were the result of a change in the tax rate being applied from 34% to 35%. Those purchase price adjustments were reflected in the consolidated balance sheet as of December 31, 2017. During the nine months ended September 30, 2018, the Company recorded adjustments to the purchase price allocation resulting in a net decrease in tax refunds receivable, with a corresponding net increase in goodwill, of $490,676. The initial tax receivable was recorded based on an estimate of taxable loss for PharmAthene’s operations from January 1, 2017 to May 4, 2017 prior to the Mergers. During the preparation of its tax return, management revised its taxable loss calculations for warrant expenses and state tax refunds, resulting in the decrease to tax refunds receivable. The measurement period ended on the one-year Cash and cash equivalents $ 13,684,535 Accounts receivable 1,124,462 Prepaid expenses and other current assets 597,172 Tax refunds receivable 1,556,558 Property and equipment 75,779 IPR&D 22,389,000 Goodwill 16,064,498 Total assets acquired 55,492,004 Accounts payable and accrued expenses (2,193,785 ) Deferred tax liability (8,555,482 ) Total liabilities assumed (10,749,267 ) Net assets acquired $ 44,742,737 The Company relied on significant Level 3 unobservable inputs to estimate the fair value of acquired IPR&D assets using management’s estimate of future revenue and expected profitability of the products after taking into account an estimate of future expenses, net of contract revenue and other funding, necessary to bring the products to completion. These projected cash flows were then discounted to their present values using a discount rate of 23%, which was considered commensurate with the risks and stages of development of the products. From the date of the Mergers through December 31, 2017, the Company experienced a significant decline in the trading price of its common stock which indicated potential impairment. Based on the results of our impairment tests performed during 2017, we had concluded that our goodwill was impaired and its full carrying value, including goodwill generated from the Mergers, was written off as an impairment charge during the year ended December 31, 2017. During the three months ended March 31, 2018, the Company recorded an additional goodwill impairment charge of $490,676 as a result of the purchase price allocation adjustments recorded during the period. There was no goodwill balance outstanding at March 31, 2018. The operating activities of PharmAthene have been included in the accompanying condensed consolidated financial statements from the date of the Mergers. For the nine months ended September 30, 2018, revenues and net income of PharmAthene included in the accompanying condensed consolidated financial statements aggregated $1,743,619 and $56,952, respectively. The following unaudited pro forma information for the nine months ended September 30, 2017 gives effect to the acquisition of PharmAthene as if the Mergers had occurred on January 1, 2017: Pro forma revenue $ 9,035,435 Pro forma net loss attributable to common stockholders $ (39,277,568 ) Pro forma weighted-average common shares outstanding, basic and diluted 507,285 Pro forma net loss per share attributable to common stockholders, basic and diluted $ (77.43 ) Significant nonrecurring pro forma adjustments included (i) the reversal of acquisition costs of $2,341,279; (ii) PharmAthene stock compensation expenses of $66,367 for the nine months ended September 30, 2017 that would have been incurred prior to the pro forma acquisition date had the Mergers occurred on January 1, 2017; (iii) exclusion of the change in fair value of derivatives of $90,191, and (iv) reversal of $722,029 of interest expense from notes to be converted. |
Exchange Agreements
Exchange Agreements | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Exchange Agreements | 4. Exchange Agreements On June 29, 2018 we closed on privately negotiated exchange agreements with certain investors to exchange warrants to purchase 53,125 common shares of the Company (the “First Exchange”) in exchange for: (i) 167,700 shares of the Company’s common stock valued at approximately $12.60 per share; (ii) Convertible notes with an initial aggregate principal balance of $1,500,000, and; (iii) $1,100,000 in cash consideration. The total fair value of the consideration given in exchange for the warrants in the First Exchange was $4,727,000, which exceeded the March 31, 2018 fair value of the warrants by $3,467,935. The warrant fair value at March 31, 2018 was determined assuming an orderly transaction between market participants, using a Monte Carlo simulation valuation model. The Company was compelled to enter into the exchange transaction as management believes the dilutive features of the common stock warrants prevented the Company from obtaining sufficient financing on acceptable terms. Accordingly, the Company recorded a loss on exchange of warrants in the First Exchange of $3,593,082, inclusive of transaction costs of $125,147, which is reported in changes in fair value of warrant liability including gain (loss) on exchange. The Company additionally agreed to redeem the First Exchange investors’ remaining shares of Series B Preferred Stock at their face value of $2,364,044. Since the redemption occurred prior to the stated maturity date, $56,792 of the redemption price is considered a deemed dividend. On July 11, 2018, we entered into exchange agreements with certain other holders of our Series B Preferred Stock and warrants (the “Second Exchange”) pursuant to which we (i) issued an aggregate of 32,124 shares of common stock and (ii) paid $22,241 in cash, in exchange for all of the outstanding shares of our Series B Preferred Stock. We additionally issued 145,038 shares of common stock in exchange for warrants to purchase 22,523 shares of common stock. Consideration for the Series B Preferred Stock was transferred to the holders on July 11, 2018, and resulted in a deemed contribution of $111,553. Consideration for the warrant exchange was subject to shareholder approval which the Company obtained at its annual shareholder meeting on August 30, 2018, and the shares of common stock were subsequently transferred to the holders on September 12, 2018. Finally, on September 7, 2018, we closed on exchange agreements with certain holders of our warrants (the “Third Exchange”) pursuant to which we issued 5,929 shares of common stock in exchange for warrants to purchase 921 shares of common stock. The consideration given for the warrants in the Second and Third Exchange was valued at the closing price of our common stock on the day the transactions closed and the shares were transferred, which was $8.64 and $8.85 per share, respectively. Accordingly, we realized a gain on the exchange of warrants of $779,923 based on the fair value of the shares transferred as compared to the last determination of fair value of the warrants performed by us as of June 30, 2018, which is reported in changes in fair value of warrant liability including gain (loss) on exchange. The following is a summary of the income statement effect of changes in the Company’s outstanding warrants: Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Changes in fair value of warrants $ 82,466 $ (5,160 ) Loss on warrants exchanged Q2 2018 — (3,467,935 ) Gain on warrants exchanged Q3 2018 779,923 779,923 Transaction Costs (56,165 ) (181,312 ) Change in fair value of warrant liability, including gain (loss) on exchange $ 806,224 $ (2,874,484 ) In conjunction with the First Exchange the Company issued convertible notes (the “Exchange Notes”) with an aggregate principal value of $1,500,000, which are initially convertible into up to 73,530 shares of our common stock at the note holder’s option on the maturity date. The Exchange Notes are also convertible in the event of default, at which time the balance of the notes increases by 112% and is convertible at a share price equal to the lower of $20.40 per share or 75% of the weighted average price of common stock during the twenty consecutive trading day period immediately preceding the event of default. In the event the weighted average price of common stock as defined above is below $4.50 per share, then a supplemental cash payment is due to the note holder. The Exchange Notes mature on December 29, 2018, when the entire principal and any unpaid interest will be due. These notes earn interest at a stated rate of 1% each month and interest is payable on the last business day of each month. The conversion and redemption options embedded in the Exchange Notes qualify for derivative accounting under ASC 815-15 The value of the shares of the Company’s common stock which were part of the First Exchange consideration were valued at a 5% discount to the June 29, 2018 closing price. This amount is considered a marketability discount calculated based on an analysis of the leak out provision provided for in the exchange agreements. The key assumptions used in calculating the marketability discount were: Holding period, in years 0.03 Risk free rate 1.77 % Dividend yield 0 % Volatility 109.9 % |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 5. Net Loss Per Share Because we have reported a net loss attributable to common stockholders for all periods presented, basic and diluted net loss per share attributable to common stockholders are the same for all periods presented. For periods presented, all preferred stock, unvested restricted stock, common stock warrants, and stock options have been excluded from the computation of diluted weighted-average shares outstanding because such securities would have an antidilutive impact. The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerator: Net loss $ (2,351,149 ) $ (29,905,237 ) $ (14,663,529 ) $ (37,594,401 ) Less: Preferred stock accretion, contribution, and dividends 64,139 (1,962,072 ) (2,527,275 ) (2,125,141 ) Net loss attributed to common stockholders $ (2,287,010 ) $ (31,867,309 ) $ (17,190,804 ) $ (39,719,542 ) Denominator: Weighted-average common shares outstanding, basic and diluted 1,321,289 517,596 983,651 386,524 Net loss per share attributed to common stockholders, basic and diluted $ (1.73 ) $ (61.57 ) $ (17.48 ) $ (102.76 ) Potential common shares issuable upon conversion, vesting or exercise of preferred stock, unvested restricted stock, common stock warrants, and stock options that are excluded from the computation of diluted weighted-average shares outstanding are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Common stock warrants 1,767 78,336 1,767 78,336 Common stock options 45,517 57,334 45,517 57,334 Restricted stock 568 852 568 852 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible Assets Our intangible assets consisted of the following: September 30, 2018 Estimated Useful Lives Gross Carrying Value Accumulated Amortization Net Book Value Internally developed patents 6-10 years $ 717,477 $ (282,894 ) $ 434,583 Acquired licenses 16-20 years 285,000 (249,474 ) 35,526 Total intangible assets subject to amortization 1,002,477 (532,368 ) 470,109 IPR&D assets Indefinite 37,868,977 — 37,868,977 Total $ 38,871,454 $ (532,368 ) $ 38,339,086 December 31, 2017 Estimated Useful Lives Gross Carrying Value Accumulated Amortization Net Book Value Internally developed patents 6-10 years $ 678,340 $ (249,601 ) $ 428,739 Acquired licenses 16-20 years 285,000 (237,340 ) 47,660 Total intangible assets subject to amortization 963,340 (486,941 ) 476,399 IPR&D assets Indefinite 38,245,871 — 38,245,871 Total $ 39,209,211 $ (486,941 ) $ 38,722,270 Changes in the carrying amounts of IPR&D assets for the nine months ended September 30, 2018 were: Balance, beginning of period $ 38,245,871 Foreign currency translation adjustments (376,894 ) Balance, end of period $ 37,868,977 As disclosed in Note 2, the functional currency of the UK subsidiary changed to US dollars as of July 1, 2018. Accordingly, the Company’s UK based IPR&D assets are now measured in US dollars at the June 30, 2018 historical rate and will not result in a foreign currency gain or loss subsequent to the date of the change. Amortization expense of intangible assets subject to amortization totaled $15,972 and $14,257 for the three months ended September 30, 2018 and 2017, respectively, and $45,426 and $40,406 for the nine months ended September 30, 2018 and 2017, respectively. Amortization expense was classified as research and development expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. As of September 30, 2018, future estimated amortization expense is as follows: Years ending December 31, The remainder of 2018 $ 14,844 2019 59,377 2020 45,930 2021 25,371 2022 25,371 2023 and thereafter 299,216 Total $ 470,109 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: September 30, 2018 December 31, 2017 Accrued professional services $ 1,830,499 $ 835,326 Accrued payroll and employee benefits 973,917 909,455 Accrued interest 533 536 Accrued construction costs — 328,384 Accrued research and development costs 3,727,975 1,551,556 Total $ 6,532,924 $ 3,625,257 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Other Long-Term Liabilities | 8. Other Long-Term Liabilities Other long-term liabilities consist of the following: September 30, 2018 December 31, 2017 Unvested restricted stock $ 227 $ 315 BPI France notes 544,758 599,927 Conditional Grants 100,000 — Deferred revenue, long-term portion 144,838 159,671 Deferred rent, long-term portion 1,090,192 386,489 Common stock warrant liability 61,000 3,400,869 Embedded derivatives 917 27,236 Total $ 1,941,932 $ 4,574,507 |
Beneficial Conversion Feature
Beneficial Conversion Feature | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Beneficial Conversion Feature | 9. Beneficial Conversion Feature A summary of the periodic changes in beneficial conversion feature embedded in the redeemable preferred stock as of September 30, 2018 is as follows: Balance, beginning of period $ 1,338,840 Amount released during the period (1,338,840 ) Balance, end of period $ — All redeemable preferred stock previously outstanding was either redeemed or converted by September 30, 2018. |
Embedded Derivatives
Embedded Derivatives | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Embedded Derivatives | 10. Embedded Derivatives A summary of the periodic changes in the fair value of the derivative financial instruments embedded in the redeemable preferred stock and Exchange Notes (see Note 4) as of September 30, 2018 is as follows: Derivatives embedded in: Redeemable Preferred Exchange Notes Balance, beginning of period $ 27,236 $ — Issuance of derivatives with Exchange Notes — 180,611 Derivative released on redemption of preferred stock (29,366 ) — Changes in fair value 2,130 (179,694 ) Balance, end of period $ — $ 917 The fair value used to determine the carrying value of the derivative financial instruments embedded in the Exchange Notes at September 30, 2018 were measured using Level 3 inputs and were estimated by weighting an early payoff scenario and a hold to maturity scenario. The hold to maturity scenario fair value was estimated using the Monte Carlo simulation valuation model. The key assumptions used to estimate the fair value of the embedded redemption and conversion derivatives embedded in the Exchange Notes were as follows: Estimated annual equity volatility 103.2 % Default factor 5.0 % Risk-free interest rate 2.2 % Hold to maturity probability 10 % |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 11. Notes Payable On July 27, 2018, the Company renewed its existing line of credit agreement for a six-month On June 29, 2018, the company issued $1,500,000 of convertible notes to certain stockholders (See Note 4). These notes earn interest at 1% per month and incurred interest expense of $45,000 and $46,000 for the three and nine months ended September 30, 2018, respectively. On October 17, 2018, the Company extinguished these notes by paying the outstanding principal and accrued interest in cash. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Common Stock | 12. Common Stock On September 24, 2018, we sold an aggregate of 286,633 shares of our common stock at a purchase price of $17.02 per share to certain institutional investors in a registered direct offering (the “First Registered Direct Offering”). The net proceeds of the First Registered Direct Offering were $4.3 million, after deducting placement agent fees and offering expenses of $0.5 million. On September 28, 2018 we entered into an Underwriting Agreement to sell a combined total of 2,400,000 common units and pre-funded pre-funded pre-funded pre-funded pre-funded At September 30, 2018 the Underwriting Agreement represents a forward sale contract that is not in scope of ASC 480 and does not meets the definition of a derivative under ASC 815 as the contract does not provide or allow for a net settlement. Accordingly, the Unit Offering will be recorded in Q4 2018. On October 10, 2018, we sold a combined total of 4,629,630 common units and pre-funded pre-funded pre-funded pre-funded pre-funded The warrants issued in both the Unit Offering and the Second Registered Direct Offering were concluded to be equity classified freestanding financial instruments. The Second Registered Direct Offering triggered a down round adjustment to the exercise price of the warrants issued in the Unit Offering from $6.00 to $4.1798. The value of a down round feature is measured as the difference between the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price and the financial instrument’s fair value (without the down round feature) using the reduced exercise price. The Company will treat the value of the effect of the reduction in exercise price. The Company will treat the value of the effect of the reduction in exercise price as a deemed dividend and reduction to income available to common shareholders during the fourth quarter. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2018 | |
Federal Home Loan Banks [Abstract] | |
Warrants | 13. Warrants A summary of warrant activity during the three and nine months ended September 30, 2018 and 2017 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Warrants outstanding, beginning of period 25,211 155 78,336 20,559 Issuances — 78,181 — 79,840 Exchanges (23,444 ) — (76,569 ) — Exercises and conversions — — — (22,063 ) Warrants outstanding, end of period 1,767 78,336 1,767 78,336 For warrants classified as a liability, the following is a summary of the periodic changes in their fair value by quarter through September 30, 2018: Balance, beginning of year $ 3,400,869 Changes in fair value (Monte Carlo simulation valuation) (1,547,982 ) Balance, March 31, 2018 1,852,887 Warrants settled in First Exchange (1,259,065 ) Changes in fair value of warrants (Negotiated value) 1,635,609 Balance, June 30, 2018 2,229,431 Warrants settled in Second and Third Exchange (2,085,965 ) Changes in fair value of warrants (Monte Carlo simulation valuation) (82,466 ) Balance, end of period $ 61,000 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 14. Stock-Based Compensation Stock Options The Company’s stock option awards generally vest over four years and typically have a contractual life of ten years. At September 30, 2018, there was $846,697 of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 2.2 years. During the three and nine months ended September 30, 2018, the Company issued 0 and 9,540 shares of common stock, respectively, as a result of option exercises. Information related to stock options outstanding at September 30, 2018 is as follows: Number of Stock Options Weighted- average Exercise Price Weighted- Remaining Term (Years) Aggregate Intrinsic Value Outstanding 44,813 $ 89.76 4.96 $ 3,324 Exercisable 19,520 $ 113.65 5.05 $ 3,324 Expected to vest 25,293 $ 71.32 4.89 $ — Restricted Stock At September 30, 2018, we had unvested restricted stock of 568 shares with total unrecognized compensation expense of $784, which we expect to recognize over a weighted average period of approximately 2.0 years. During the three and nine months ended September 30, 2018, the Company released 71 and 213 shares of common stock from restriction, respectively, as a result of the vesting of restricted stock. Stock-based compensation expense Stock-based compensation expense is classified in the unaudited condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2018 and 2017 as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Research and development $ 39,405 $ 93,821 $ 236,717 $ 250,061 General and administrative 56,186 359,216 467,708 887,064 Total $ 95,591 $ 453,037 $ 704,425 $ 1,137,125 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The Company recorded an income tax benefit of $829,393 and $3,318,124 for the three and nine months ended September 30, 2018, respectively. Income taxes for the nine months ended September 30, 2018 included discrete tax benefits of $18,351 related to excess tax benefits associated with share-based compensation, and $271,356 related to a change in estimate. Excluding discrete items, the Company’s annual effective tax rate through September 30, 2018 was 20.31% which includes a $2.1 million benefit due to the Company’s projected 2018 unlimited lived federal net operating loss (“NOL”) that we have determined to be realizable and a $1.0 million tax benefit due to the ability to carry forward Maryland state NOLs generated in 2018. The effective tax rate deviates from the statutory rate primarily due to permanent tax adjustments related to changes in fair value of warrant liability, including loss on exchange described in Note 4. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Act (“SAB 118”) which allows the Company to record provisional amounts during a measurement period not to extend beyond one year from the enactment date. Since the Tax Cuts and Jobs Act (“TCJA”) was passed in December 2017, additional regulatory guidance and accounting interpretation are expected to be released over the next year, and significant data and analysis will be required to finalize amounts recorded pursuant to TCJA. The Company considers the accounting for the deferred tax re-measurements year-end The Company has significant U.S. Federal and State tax attribute carryforwards related to net operating losses. Pursuant to IRC §382, and §383, a Company may be limited on the amount of income tax attributes utilized in the current or prospective year(s) if an ownership change resulted within certain shareholders of the Company. For Section 382 purposes, a change in ownership occurs when there is a purchase, sale or reissuance of equity, and there is a 50 percent increase in ownership by 5 percent of the shareholders during a three-year testing period. As a result of the equity financings that were completed in the 4th quarter of 2018, the Company performed a Section 382 study in order to identify any potential ownership shifts. The Company identified an ownership change as of August 2017 in connection with the issuance of Series B Preferred shares which resulted in a reduction of its pre-2018 NOL DTAs of approximately $3.0 million and a corresponding decrease to the valuation allowance of the same amount. The Company is in the process of evaluating its ownership changes and the NOLs that existed as of the date of the equity financings that could become limited under Section 382. As the equity financings were completed subsequent to the balance sheet date any limitation on the $3.3 million of NOLs generated in 2018 that can no longer be benefited, which could be material, will be recognized in the period in which the financing occurred as a reduction to income tax benefit. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 16. Contingencies The Company is a party in various other contractual disputes, litigation, and potential claims arising in the ordinary course of business. We do not believe that the resolution of these matters will have a material adverse effect on our financial position or results of operations. |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent events | 17. Subsequent events As disclosed in Note 11, the Company repaid and extinguished its $1,500,000 convertible note on October 17, 2018. As disclosed in Note 12, the Company closed on an underwritten public offering on October 2, 2018 and a registered direct offering on October 10, 2018. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Segment information | Segment information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, our Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. We view our operations and manage our business in one operating segment, the research and development of immunotherapies and vaccines. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 non-lease right-of-use ASU 2014-09. ASU 2016-02 In July 2017, FASB issued ASU 2017-11 Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception stock. ASU 2017-11 also instruments, ASU 2017-11 requires 2017-11 In June 2018, FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718)—Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 ASU 2018-07 ASU 2018-07 |
Foreign Currencies | Foreign Currencies Historically the Company’s UK subsidiaries utilized the British pound as their functional currency. The assets and liabilities of these subsidiaries were translated at current exchange rates, while revenue and expenses were translated at the average rates in effect for the period. The related translation gains and losses were included in other comprehensive income or loss within the Condensed Consolidated Statements of Operations and Comprehensive Loss. As a result of an analysis which took into account the economic indicators of these subsidiaries from a long-term perspective, the Company changed the functional currency for these subsidiaries from British Pounds to U.S. Dollars effective as of July 1, 2018. The change in the Company’s functional currency determination has been applied on a prospective basis in accordance with ASC 830. Therefore, any translation gains and losses that were previously recorded in accumulated other comprehensive income through June 30, 2018 remain unchanged as of September 30, 2018. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company evaluates our long-lived tangible and intangible assets, including in-process research and development (“IPR&D”) assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Our IPR&D assets are currently non-amortizing. Until such time as the projects are either completed or abandoned, we test those assets for impairment at least annually during our fourth quarter, or more frequently at interim periods, by evaluating qualitative factors which could be indicative of impairment. Qualitative factors being considered include, but are not limited to, the current project status, forecasted changes in the timing or amounts required to complete the project, forecasted changes in the timing or amounts of future cash flows to be generated by the completed products, and changes to other market-based assumptions, such as discount rates and overall market capitalization of our Company. Upon completion or abandonment, the value of the IPR&D assets will be amortized to expense over the anticipated useful life of the developed products, if completed, or charged to expense when abandoned if no alternative future use exists. As of September 30, 2018, our projects continue to progress as originally anticipated. We performed qualitative assessments of our long-lived assets, including IPR&D, and have determined that our long-lived assets, including IPR&D, are not impaired as of and during the period ended September 30, 2018. We believe our assumptions to be reasonable, however development of IPR&D assets are unpredictable and inherently uncertain. Actual future progress may differ from our initial expectations and other market-based assumptions may change over time. |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Lists of Various Securities | The following table lists the various securities of PharmAthene which were outstanding as of May 4, 2017 and whose rights and obligations were assumed by the combined entity following the Mergers: Outstanding PharmAthene common stock 229,450 Outstanding PharmAthene stock options 4,100 Outstanding PharmAthene stock warrants 155 Per share fair value of PharmAthene common stock $ 195.00 Weighted average per share fair value of PharmAthene stock options, vested and unvested $ 7.80 Per share fair value of PharmAthene stock warrants $ 0.30 Aggregate fair value of consideration $ 44,757,910 Less fair value of unvested common stock options (15,173 ) Total fair value of consideration $ 44,742,737 |
Schedule of Purchase Price Allocation | The final adjusted allocation of the purchase consideration is as follows: Cash and cash equivalents $ 13,684,535 Accounts receivable 1,124,462 Prepaid expenses and other current assets 597,172 Tax refunds receivable 1,556,558 Property and equipment 75,779 IPR&D 22,389,000 Goodwill 16,064,498 Total assets acquired 55,492,004 Accounts payable and accrued expenses (2,193,785 ) Deferred tax liability (8,555,482 ) Total liabilities assumed (10,749,267 ) Net assets acquired $ 44,742,737 |
Summary of Unaudited Pro Forma Information | The following unaudited pro forma information for the nine months ended September 30, 2017 gives effect to the acquisition of PharmAthene as if the Mergers had occurred on January 1, 2017: Pro forma revenue $ 9,035,435 Pro forma net loss attributable to common stockholders $ (39,277,568 ) Pro forma weighted-average common shares outstanding, basic and diluted 507,285 Pro forma net loss per share attributable to common stockholders, basic and diluted $ (77.43 ) |
Exchange Agreements (Tables)
Exchange Agreements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Summary of Income Statement Effect of Changes in Outstanding Warrants | The following is a summary of the income statement effect of changes in the Company’s outstanding warrants: Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Changes in fair value of warrants $ 82,466 $ (5,160 ) Loss on warrants exchanged Q2 2018 — (3,467,935 ) Gain on warrants exchanged Q3 2018 779,923 779,923 Transaction Costs (56,165 ) (181,312 ) Change in fair value of warrant liability, including gain (loss) on exchange $ 806,224 $ (2,874,484 ) |
Summary of Key Assumptions Used in Calculating Marketability Discount | This amount is considered a marketability discount calculated based on an analysis of the leak out provision provided for in the exchange agreements. The key assumptions used in calculating the marketability discount were: Holding period, in years 0.03 Risk free rate 1.77 % Dividend yield 0 % Volatility 109.9 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerator: Net loss $ (2,351,149 ) $ (29,905,237 ) $ (14,663,529 ) $ (37,594,401 ) Less: Preferred stock accretion, contribution, and dividends 64,139 (1,962,072 ) (2,527,275 ) (2,125,141 ) Net loss attributed to common stockholders $ (2,287,010 ) $ (31,867,309 ) $ (17,190,804 ) $ (39,719,542 ) Denominator: Weighted-average common shares outstanding, basic and diluted 1,321,289 517,596 983,651 386,524 Net loss per share attributed to common stockholders, basic and diluted $ (1.73 ) $ (61.57 ) $ (17.48 ) $ (102.76 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potential common shares issuable upon conversion, vesting or exercise of preferred stock, unvested restricted stock, common stock warrants, and stock options that are excluded from the computation of diluted weighted-average shares outstanding are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Common stock warrants 1,767 78,336 1,767 78,336 Common stock options 45,517 57,334 45,517 57,334 Restricted stock 568 852 568 852 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Our intangible assets consisted of the following: September 30, 2018 Estimated Useful Lives Gross Carrying Value Accumulated Amortization Net Book Value Internally developed patents 6-10 years $ 717,477 $ (282,894 ) $ 434,583 Acquired licenses 16-20 years 285,000 (249,474 ) 35,526 Total intangible assets subject to amortization 1,002,477 (532,368 ) 470,109 IPR&D assets Indefinite 37,868,977 — 37,868,977 Total $ 38,871,454 $ (532,368 ) $ 38,339,086 December 31, 2017 Estimated Useful Lives Gross Carrying Value Accumulated Amortization Net Book Value Internally developed patents 6-10 years $ 678,340 $ (249,601 ) $ 428,739 Acquired licenses 16-20 years 285,000 (237,340 ) 47,660 Total intangible assets subject to amortization 963,340 (486,941 ) 476,399 IPR&D assets Indefinite 38,245,871 — 38,245,871 Total $ 39,209,211 $ (486,941 ) $ 38,722,270 |
Schedule of Changes in Carrying Amounts of IPR&D Assets | Changes in the carrying amounts of IPR&D assets for the nine months ended September 30, 2018 were: Balance, beginning of period $ 38,245,871 Foreign currency translation adjustments (376,894 ) Balance, end of period $ 37,868,977 |
Schedule of Future Estimated Amortization Expense | As of September 30, 2018, future estimated amortization expense is as follows: Years ending December 31, The remainder of 2018 $ 14,844 2019 59,377 2020 45,930 2021 25,371 2022 25,371 2023 and thereafter 299,216 Total $ 470,109 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses And Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: September 30, 2018 December 31, 2017 Accrued professional services $ 1,830,499 $ 835,326 Accrued payroll and employee benefits 973,917 909,455 Accrued interest 533 536 Accrued construction costs — 328,384 Accrued research and development costs 3,727,975 1,551,556 Total $ 6,532,924 $ 3,625,257 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Summary of Other Long-Term Liabilities | Other long-term liabilities consist of the following: September 30, 2018 December 31, 2017 Unvested restricted stock $ 227 $ 315 BPI France notes 544,758 599,927 Conditional Grants 100,000 — Deferred revenue, long-term portion 144,838 159,671 Deferred rent, long-term portion 1,090,192 386,489 Common stock warrant liability 61,000 3,400,869 Embedded derivatives 917 27,236 Total $ 1,941,932 $ 4,574,507 |
Beneficial Conversion Feature (
Beneficial Conversion Feature (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Summary of Periodic Changes in Beneficial Conversion Feature Embedded in the Redeemable Preferred Stock | A summary of the periodic changes in beneficial conversion feature embedded in the redeemable preferred stock as of September 30, 2018 is as follows: Balance, beginning of period $ 1,338,840 Amount released during the period (1,338,840 ) Balance, end of period $ — |
Embedded Derivatives (Tables)
Embedded Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Periodic Changes in Fair Value of Derivative Financial Instruments Embedded | A summary of the periodic changes in the fair value of the derivative financial instruments embedded in the redeemable preferred stock and Exchange Notes (see Note 4) as of September 30, 2018 is as follows: Derivatives embedded in: Redeemable Preferred Exchange Notes Balance, beginning of period $ 27,236 $ — Issuance of derivatives with Exchange Notes — 180,611 Derivative released on redemption of preferred stock (29,366 ) — Changes in fair value 2,130 (179,694 ) Balance, end of period $ — $ 917 |
Assumptions Used to Estimate Fair Value of Embedded Redemption and Conversion Derivative Financial Instruments Embedded | The fair value used to determine the carrying value of the derivative financial instruments embedded in the Exchange Notes at September 30, 2018 were measured using Level 3 inputs and were estimated by weighting an early payoff scenario and a hold to maturity scenario. The hold to maturity scenario fair value was estimated using the Monte Carlo simulation valuation model. The key assumptions used to estimate the fair value of the embedded redemption and conversion derivatives embedded in the Exchange Notes were as follows: Estimated annual equity volatility 103.2 % Default factor 5.0 % Risk-free interest rate 2.2 % Hold to maturity probability 10 % |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Federal Home Loan Banks [Abstract] | |
Summary of Warrant Activity | A summary of warrant activity during the three and nine months ended September 30, 2018 and 2017 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Warrants outstanding, beginning of period 25,211 155 78,336 20,559 Issuances — 78,181 — 79,840 Exchanges (23,444 ) — (76,569 ) — Exercises and conversions — — — (22,063 ) Warrants outstanding, end of period 1,767 78,336 1,767 78,336 |
Summary of Periodic Changes in Fair Value of Warrant Liability | For warrants classified as a liability, the following is a summary of the periodic changes in their fair value by quarter through September 30, 2018: Balance, beginning of year $ 3,400,869 Changes in fair value (Monte Carlo simulation valuation) (1,547,982 ) Balance, March 31, 2018 1,852,887 Warrants settled in First Exchange (1,259,065 ) Changes in fair value of warrants (Negotiated value) 1,635,609 Balance, June 30, 2018 2,229,431 Warrants settled in Second and Third Exchange (2,085,965 ) Changes in fair value of warrants (Monte Carlo simulation valuation) (82,466 ) Balance, end of period $ 61,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Information Related to Stock Options Outstanding | Information related to stock options outstanding at September 30, 2018 is as follows: Number of Stock Options Weighted- average Exercise Price Weighted- Remaining Term (Years) Aggregate Intrinsic Value Outstanding 44,813 $ 89.76 4.96 $ 3,324 Exercisable 19,520 $ 113.65 5.05 $ 3,324 Expected to vest 25,293 $ 71.32 4.89 $ — |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense is classified in the unaudited condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2018 and 2017 as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Research and development $ 39,405 $ 93,821 $ 236,717 $ 250,061 General and administrative 56,186 359,216 467,708 887,064 Total $ 95,591 $ 453,037 $ 704,425 $ 1,137,125 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) | Sep. 13, 2018$ / sharesshares | Sep. 30, 2018$ / sharesshares | Sep. 12, 2018shares | Dec. 31, 2017$ / sharesshares |
Business And Basis Of Presentation [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | shares | 200,000,000 | 200,000,000 | 100,000,000 | 100,000,000 |
Reverse split | 1-for-30 | |||
Reverse split conversion ratio | 0.03 | |||
Merger Agreement [Member] | ||||
Business And Basis Of Presentation [Line Items] | ||||
Agreement of reorganization and merger date | Jan. 18, 2017 | |||
Merger Agreement [Member] | Merger Sub Corp I Inc and Mustang Merger Sub II LLC [Member] | ||||
Business And Basis Of Presentation [Line Items] | ||||
Business acquisition, percentage of voting interest acquired | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2018Segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Business Combination - Addition
Business Combination - Additional Information (Detail) | Sep. 13, 2018 | May 04, 2017USD ($)shares | Sep. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | ||||||||
Reverse stock split of common stock | 0.03 | |||||||
Share exchange ratio | 1-for-1 basis | |||||||
Debt converted in to equity | 10,558 | |||||||
Conversion of stock | shares | 229,450 | |||||||
Operating loss carryforwards | $ 3,300,000 | $ 3,300,000 | ||||||
Transaction costs | $ 2,183,671 | |||||||
Increase in goodwill from recorded adjustments | 490,676 | |||||||
Discount rate | 23.00% | |||||||
Goodwill | $ 0 | |||||||
Goodwill impairment charge | $ 490,676 | $ 26,600,000 | 490,676 | $ 26,600,000 | ||||
Revenue | 2,634,393 | 4,591,940 | 7,742,514 | 7,929,484 | ||||
Net Income | (2,351,149) | $ (29,905,237) | (14,663,529) | $ (37,594,401) | ||||
Change in fair value of derivatives | 90,191 | |||||||
Reversal of interest expense | 722,029 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Conversion of stock | shares | 1,325 | |||||||
Series B Preferred Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Conversion of preferred stock | $ 19,976 | |||||||
Common Stock Class A [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock issued | shares | 229,450 | |||||||
United States [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Operating loss carryforwards | $ 965,583 | $ 965,583 | ||||||
Operating loss carryforwards, expiration date | Jan. 1, 2023 | |||||||
Reversal of Acquisition Related Costs [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Nonrecurring pro forma adjustments | $ 2,341,279 | |||||||
Common Stock Warrants [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Conversion of stock | shares | 22,024 | |||||||
PharmAthene [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Reverse stock split of common stock | 0.0249702 | |||||||
Equity interests acquired | 58.20% | |||||||
Total fair value of consideration | $ 44,742,737 | |||||||
Outstanding unvested options | shares | 252 | |||||||
Stock options estimated fair value | $ 15,173 | |||||||
Increase tax refund receivable due to adjustments to the allocation of the purchase consideration | $ 44,700 | |||||||
Reduce deferred tax liability due to adjustments to the allocation of the purchase consideration | 4,535 | |||||||
Increase in goodwill due to adjustments to the allocation of the purchase consideration | $ 49,235 | |||||||
Change in tax rate | 35.00% | 34.00% | ||||||
Goodwill | $ 16,064,498 | |||||||
Revenue | $ 1,743,619 | |||||||
Net Income | 56,952 | |||||||
Nonrecurring pro forma adjustments | (39,277,568) | |||||||
PharmAthene [Member] | Stock Compensation Expense [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Nonrecurring pro forma adjustments | $ 66,367 |
Business Combination - Schedule
Business Combination - Schedule of Lists of Various Securities (Detail) - USD ($) | May 04, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Outstanding PharmAthene common stock | 1,725,630 | 608,499 | |
Outstanding PharmAthene stock options | 44,813 | ||
Weighted average per share fair value of PharmAthene stock options, vested and unvested | $ 89.76 | ||
PharmAthene [Member] | |||
Business Acquisition [Line Items] | |||
Outstanding PharmAthene common stock | 229,450 | ||
Outstanding PharmAthene stock options | 4,100 | ||
Outstanding PharmAthene stock warrants | 155 | ||
Per share fair value of PharmAthene common stock | $ 195 | ||
Weighted average per share fair value of PharmAthene stock options, vested and unvested | 7.80 | ||
Per share fair value of PharmAthene stock warrants | $ 0.30 | ||
Aggregate fair value of consideration | $ 44,757,910 | ||
Less fair value of unvested common stock options | (15,173) | ||
Total fair value of consideration | $ 44,742,737 |
Business Combination - Schedu_2
Business Combination - Schedule of Purchase Price Allocation (Detail) - USD ($) | Mar. 31, 2018 | May 04, 2017 |
Business Acquisition [Line Items] | ||
Goodwill | $ 0 | |
PharmAthene [Member] | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | $ 13,684,535 | |
Accounts receivable | 1,124,462 | |
Prepaid expenses and other current assets | 597,172 | |
Tax refunds receivable | 1,556,558 | |
Property and equipment | 75,779 | |
IPR&D | 22,389,000 | |
Goodwill | 16,064,498 | |
Total assets acquired | 55,492,004 | |
Accounts payable and accrued expenses | (2,193,785) | |
Deferred tax liability | (8,555,482) | |
Total liabilities assumed | (10,749,267) | |
Net assets acquired | $ 44,742,737 |
Business Combination - Summary
Business Combination - Summary of Unaudited Pro Forma Information (Detail) - PharmAthene [Member] | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Business Acquisition [Line Items] | |
Pro forma revenue | $ 9,035,435 |
Pro forma net loss attributable to common stockholders | $ (39,277,568) |
Pro forma weighted-average common shares outstanding, basic and diluted | shares | 507,285 |
Pro forma net loss per share attributable to common stockholders, basic and diluted | $ / shares | $ (77.43) |
Exchange Agreements - Additiona
Exchange Agreements - Additional Information (Detail) | Sep. 07, 2018shares | Jul. 11, 2018USD ($)shares | Jun. 29, 2018USD ($)$ / sharesshares | Jun. 30, 2018 | Mar. 31, 2018USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Jun. 29, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 13, 2018$ / shares | Dec. 31, 2017$ / shares |
Class of Warrant or Right [Line Items] | |||||||||||
Stock price per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Convertible notes principal balance | $ 1,500,000 | $ 1,500,000 | |||||||||
Cash proceeds from common stock | $ 4,334,816 | ||||||||||
Gain on exchange of warrants | 779,923 | ||||||||||
Deemed dividend | $ 56,792 | 56,792 | |||||||||
Debt discount and issuance costs recognized as interest expense | 120,024 | $ 98,060 | |||||||||
Exchange consideration discounted percentage | 5 | ||||||||||
Convertible Debt [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Convertible note discount | 180,611 | 180,611 | |||||||||
Debt issuance costs | 58,172 | 58,172 | |||||||||
Debt discount and issuance costs recognized as interest expense | $ 120,024 | $ 120,024 | |||||||||
First Exchange Warrants [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Conversion of warrant to common stock | shares | 53,125 | 73,530 | 53,125 | 73,530 | |||||||
Issuance of common stock for the exchange of warrants | shares | 167,700 | ||||||||||
Stock price per share | $ / shares | $ 12.60 | $ 12.60 | |||||||||
Convertible notes principal balance | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||
Cash proceeds from common stock | $ 1,100,000 | ||||||||||
Proceeds from exchange of warrants | 4,727,000 | ||||||||||
Converted value in excess of principal | $ 3,467,935 | ||||||||||
Gain on exchange of warrants | (3,593,082) | ||||||||||
Transaction costs | $ 125,147 | ||||||||||
Convertible debt, interest rate in event of default | 112.00% | ||||||||||
Conversion price per share | $ / shares | $ 20.40 | $ 20.40 | |||||||||
Weighted average prices of common stock | 75.00% | ||||||||||
Weighted average price per share of common stock | $ / shares | $ 4.50 | ||||||||||
Interest payable | 1.00% | ||||||||||
Number of trading days | 0 | 0 | |||||||||
First Exchange Warrants [Member] | Series B Preferred Stock [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Face value of preferred stock | $ 2,364,044 | $ 2,364,044 | |||||||||
Second Warrants Exchange [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Conversion of warrant to common stock | shares | 22,523 | ||||||||||
Stock price per share | $ / shares | $ 8.64 | $ 8.64 | |||||||||
Number of shares issued | shares | 32,124 | ||||||||||
Additional number of shares issued | shares | 145,038 | ||||||||||
Deemed contribution | $ 111,553 | ||||||||||
Second Warrants Exchange [Member] | Series B Preferred Stock [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Proceeds from issuance of warrants | $ 22,241 | ||||||||||
Third Warrants Exchange [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Conversion of warrant to common stock | shares | 921 | ||||||||||
Stock price per share | $ / shares | $ 8.85 | $ 8.85 | |||||||||
Number of shares issued | shares | 5,929 |
Exchange Agreements - Summary o
Exchange Agreements - Summary of Income Statement Effect of Changes in Outstanding Warrants (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Class of Warrant or Right [Line Items] | ||
Gain on warrants exchanged Q3 2018 | $ 779,923 | |
Common Stock Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Changes in fair value of warrants | $ 82,466 | (5,160) |
Loss on warrants exchanged Q2 2018 | (3,467,935) | |
Gain on warrants exchanged Q3 2018 | 779,923 | 779,923 |
Transaction Costs | (56,165) | (181,312) |
Change in fair value of warrant liability, including gain (loss) on exchange | $ 806,224 | $ (2,874,484) |
Exchange Agreements - Summary_2
Exchange Agreements - Summary of Key Assumptions Used in Calculating Marketability Discount (Detail) | Sep. 30, 2018yr |
Holding Period [Member] | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.03 |
Risk Free Rate Member] | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.0177 |
Dividend Yield [Member] | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0 |
Volatility [Member] | |
Class of Warrant or Right [Line Items] | |
Measurement input | 1.099 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | ||||
Net loss | $ (2,351,149) | $ (29,905,237) | $ (14,663,529) | $ (37,594,401) |
Less: Preferred stock accretion contribution and dividends | 64,139 | (1,962,072) | (2,527,275) | (2,125,141) |
Net loss attributed to common stockholders | $ (2,287,010) | $ (31,867,309) | $ (17,190,804) | $ (39,719,542) |
Denominator: | ||||
Weighted-average common share outstanding, basic and diluted | 1,321,289 | 517,596 | 983,651 | 386,524 |
Net loss per share attributable to common stockholders, basic and diluted | $ (1.73) | $ (61.57) | $ (17.48) | $ (102.76) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 45,517 | 57,334 | 45,517 | 57,334 |
Common Stock Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 1,767 | 78,336 | 1,767 | 78,336 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 568 | 852 | 568 | 852 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Schedule Of Intangible Assets [Line Items] | ||
Total intangible assets, Gross Carrying Value | $ 38,871,454 | $ 39,209,211 |
Intangible assets subject to amortization, Gross Carrying Value | 1,002,477 | 963,340 |
Intangible assets subject to amortization, Accumulated Amortization | (532,368) | (486,941) |
Intangible assets subject to amortization, Net Book Value | 470,109 | 476,399 |
Total intangible assets, Net Book Value | 38,339,086 | 38,722,270 |
IPR&D [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Intangible assets, Net Book Value | 37,868,977 | 38,245,871 |
Internally Developed Patents [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, Gross Carrying Value | 717,477 | 678,340 |
Intangible assets subject to amortization, Accumulated Amortization | (282,894) | (249,601) |
Intangible assets subject to amortization, Net Book Value | $ 434,583 | $ 428,739 |
Internally Developed Patents [Member] | Minimum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Lives | 6 years | 6 years |
Internally Developed Patents [Member] | Maximum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Lives | 10 years | 10 years |
Acquired Licenses [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, Gross Carrying Value | $ 285,000 | $ 285,000 |
Intangible assets subject to amortization, Accumulated Amortization | (249,474) | (237,340) |
Intangible assets subject to amortization, Net Book Value | $ 35,526 | $ 47,660 |
Acquired Licenses [Member] | Minimum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Lives | 16 years | 16 years |
Acquired Licenses [Member] | Maximum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Lives | 20 years | 20 years |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Changes in Carrying Amounts of IPR&D Assets (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Indefinite-lived Intangible Assets [Line Items] | ||
IPR&D, Foreign currency translation adjustments | $ 0 | |
IPR&D [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
IPR&D Balance, beginning of period | $ 38,245,871 | |
IPR&D, Foreign currency translation adjustments | (376,894) | |
IPR&D Balance, end of period | $ 37,868,977 | $ 37,868,977 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Foreign currency translation adjustments | $ 0 | |||
Research and Development [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense of intangible assets | $ 15,972 | $ 14,257 | $ 45,426 | $ 40,406 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Future Estimated Amortization Expense (Detail) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
The remainder of 2018 | $ 14,844 | |
2,019 | 59,377 | |
2,020 | 45,930 | |
2,021 | 25,371 | |
2,022 | 25,371 | |
2023 and thereafter | 299,216 | |
Intangible assets subject to amortization, Net Book Value | $ 470,109 | $ 476,399 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Detail) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued professional services | $ 1,830,499 | $ 835,326 |
Accrued payroll and employee benefits | 973,917 | 909,455 |
Accrued interest | 533 | 536 |
Accrued construction costs | 328,384 | |
Accrued research and development costs | 3,727,975 | 1,551,556 |
Total | $ 6,532,924 | $ 3,625,257 |
Other Long-Term Liabilities - S
Other Long-Term Liabilities - Summary of Other Long-Term Liabilities (Detail) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Unvested restricted stock | $ 227 | $ 315 |
Conditional Grants | 100,000 | |
Deferred revenue, long-term portion | 144,838 | 159,671 |
Deferred rent, long-term portion | 1,090,192 | 386,489 |
Common stock warrant liability | 61,000 | 3,400,869 |
Embedded derivatives | 917 | 27,236 |
Total | 1,941,932 | 4,574,507 |
BPI France Notes [Member] | ||
Debt Instrument [Line Items] | ||
BPI France notes | $ 544,758 | $ 599,927 |
Beneficial Conversion Feature -
Beneficial Conversion Feature - Summary of Periodic Changes in Beneficial Conversion Feature Embedded in the Redeemable Preferred Stock (Detail) - Series B Redeemable Convertible Preferred Stock [Member] | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Conversion of Stock [Line Items] | |
Balance, beginning of period | $ 1,338,840 |
Amount released during the period | $ (1,338,840) |
Embedded Derivatives - Summary
Embedded Derivatives - Summary of Periodic Changes in Fair Value of Derivative Financial Instruments Embedded (Detail) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Redeemable Preferred Stock [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of period | $ 27,236 |
Derivative released on redemption of preferred stock | (29,366) |
Changes in fair value | 2,130 |
Exchange Notes [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of derivatives with Exchange Notes | 180,611 |
Changes in fair value | (179,694) |
Balance, end of period | $ 917 |
Embedded Derivatives - Assumpti
Embedded Derivatives - Assumptions Used to Estimate Fair Value of Embedded Redemption and Conversion Derivative Financial Instruments Embedded (Detail) - Level 3 [Member] | Sep. 30, 2018 |
Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Estimated fair value assumptions | 1.032 |
Default Factor [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Estimated fair value assumptions | 0.050 |
Risk Free Rate Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Estimated fair value assumptions | 0.022 |
Hold to Maturity Probability [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Estimated fair value assumptions | 0.10 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2018 | Jul. 27, 2018 | Jul. 26, 2018 | Jun. 29, 2018 | |
Debt Disclosure [Abstract] | |||||
Increase to the borrowing capacity | $ 49,701 | $ 49,701 | $ 1,750,000 | $ 250,000 | |
Annual interest rate | 7.75% | 7.75% | |||
Interest expense on credit facility | $ 979 | $ 2,769 | |||
Convertible notes principal balance | $ 1,500,000 | ||||
Convertible debt interest rate | 1.00% | ||||
Interest expense on convertible notes | $ 45,000 | $ 46,000 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | Oct. 10, 2018 | Sep. 28, 2018 | Sep. 24, 2018 | Sep. 30, 2018 |
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||
Net proceeds from offering | $ 4,334,816 | |||
Underwritten public offering closing date | Oct. 2, 2018 | |||
First Registered Direct Offering [Member] | ||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||
Shares of common stock sold | 286,633 | |||
Purchase price per share | $ 17.02 | |||
Net proceeds from offering | $ 4,300,000 | |||
Placement agent fees and offering expenses | $ 500,000 | |||
Unit Offering [Member] | ||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||
Net proceeds from offering | $ 10,100,000 | |||
Per share exercise price | $ 6 | |||
Unit Offering [Member] | Common Units [Member] | ||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||
common units outstanding | 2,400,000 | |||
Underwritten public offering closing date | Oct. 2, 2018 | |||
Public offering price per share | $ 5 | |||
Sale of transaction date | Sep. 28, 2018 | |||
Per share exercise price | $ 6 | |||
Warrant expiration period | 5 years | |||
Unit Offering [Member] | Pre-funded Units [Member] | ||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||
Public offering price per share | $ 4.99 | |||
Per share exercise price | $ 0.01 | |||
Second Registered Direct Offering [Member] | Subsequent Event [Member] | ||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||
Net proceeds from offering | $ 22,600,000 | |||
Per share exercise price | $ 5.40 | |||
Second Registered Direct Offering [Member] | Subsequent Event [Member] | Maximum [Member] | ||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||
Per share exercise price | 6 | |||
Second Registered Direct Offering [Member] | Subsequent Event [Member] | Minimum [Member] | ||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||
Per share exercise price | $ 4.1798 | |||
Second Registered Direct Offering [Member] | Subsequent Event [Member] | Common Units [Member] | ||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||
common units outstanding | 4,629,630 | |||
Public offering price per share | $ 5.40 | |||
Sale of transaction date | Oct. 10, 2018 | |||
Per share exercise price | $ 5.40 | |||
Warrant expiration period | 5 years | |||
Second Registered Direct Offering [Member] | Subsequent Event [Member] | Pre-funded Units [Member] | ||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||
Public offering price per share | $ 5.39 | |||
Per share exercise price | $ 0.01 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | ||||
Warrants outstanding, beginning of period | 25,211 | 155 | 78,336 | 20,559 |
Issuances | 78,181 | 79,840 | ||
Exchanges | (23,444) | (76,569) | ||
Exercises and conversions | (22,063) | |||
Warrants outstanding, end of period | 1,767 | 78,336 | 1,767 | 78,336 |
Warrants - Summary of Periodic
Warrants - Summary of Periodic Changes in Fair Value of Warrant Liability (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Changes in fair value | $ (806,224) | $ 508,316 | $ 2,874,484 | $ 508,316 | ||
Level 3 [Member] | Common Stock Warrants [Member] | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Balance, beginning of period | 2,229,431 | $ 1,852,887 | $ 3,400,869 | 3,400,869 | ||
Changes in fair value | (82,466) | 1,635,609 | (1,547,982) | |||
Balance, end of period | 61,000 | 2,229,431 | $ 1,852,887 | $ 61,000 | ||
Level 3 [Member] | Common Stock Warrants [Member] | First Exchange Warrants [Member] | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Warrants settled | $ (1,259,065) | |||||
Level 3 [Member] | Common Stock Warrants [Member] | Second and Third Exchange Warrants [Member] | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Warrants settled | $ (2,085,965) |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018USD ($)shares | Sep. 30, 2018USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock issued as result of option exercises | 19,520 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option vesting Period | 4 years | |
Stock option expiration Period | 10 years | |
Unrecognized compensation cost, stock options | $ | $ 846,697 | $ 846,697 |
Unrecognized stock-based compensation expense, period for recognition | 2 years 2 months 12 days | |
Common stock issued as result of option exercises | 0 | 9,540 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense, period for recognition | 2 years | |
Unrecognized compensation expense | $ | $ 784 | $ 784 |
Unvested restricted stock, shares | 568 | 568 |
Common stock issued as result of vesting of restricted stock | 71 | 213 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Information Related to Stock Options Outstanding (Detail) | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Stock Options, Outstanding | shares | 44,813 |
Number of Stock Options, Exercised | shares | 19,520 |
Number of Stock Options, Expected to vest | shares | 25,293 |
Weighted-average Exercise Price, Outstanding | $ / shares | $ 89.76 |
Weighted-average Exercise Price, Exercised | $ / shares | 113.65 |
Weighted-average Exercise Price, Expected to vest | $ / shares | $ 71.32 |
Weighted-average Remaining Contractual Term, Outstanding | 4 years 11 months 15 days |
Weighted-average Remaining Contractual Term, Exercisable | 5 years 18 days |
Weighted-average Remaining Contractual Term, Expected to vest | 4 years 10 months 20 days |
Weighted-average Intrinsic Value, Outstanding | $ | $ 3,324 |
Weighted-average Intrinsic Value, Exercisable | $ | 3,324 |
Weighted-average Intrinsic Value, Expected to vest | $ | $ 0 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock based compensation expense | $ 95,591 | $ 453,037 | $ 704,425 | $ 1,137,125 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock based compensation expense | 39,405 | 93,821 | 236,717 | 250,061 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock based compensation expense | $ 56,186 | $ 359,216 | $ 467,708 | $ 887,064 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Taxes [Line Items] | ||||
Income tax benefit | $ 829,393 | $ 1,532,790 | $ 3,318,124 | $ 2,526,499 |
Excess tax benefits associated with share-based compensation | 18,351 | |||
Change in estimate | $ 271,356 | |||
Effective tax rate | 20.31% | |||
Net operating loss carryforward | $ 3,300,000 | $ 3,300,000 | ||
Ownership percentage | 50.00% | |||
Shareholders percentage | 5.00% | 5.00% | ||
Testing period | 3 years | |||
Reduction of net operating loss deferred tax assets | $ (3,000,000) | |||
Decrease to valuation allowance | (3,000,000) | |||
United States Federal [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforward | $ 2,100,000 | 2,100,000 | ||
State [Member] | Maryland [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforward | $ 1,000,000 | $ 1,000,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Oct. 17, 2018 | Jun. 29, 2018 | |
Subsequent Event [Line Items] | |||
Convertible notes principal balance | $ 1,500,000 | ||
Underwritten public offering closing date | Oct. 2, 2018 | ||
Registered direct offering closing date | Oct. 10, 2018 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Convertible notes principal balance | $ 1,500,000 |