Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 02, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | EYEGATE PHARMACEUTICALS INC | ||
Entity Central Index Key | 0001372514 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Trading Symbol | EYEG | ||
Entity Public Float | $ 7,794,576 | ||
Entity Common Stock, Shares Outstanding | 4,626,755 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and Cash Equivalents | $ 3,776,712 | $ 8,004,237 |
Prepaid Expenses and Other Current Assets | 458,810 | 455,760 |
Right-of-Use Assets | 83,926 | |
Current Portion of Refundable Tax Credit Receivable | 4,857 | 18,436 |
Total Current Assets | 4,324,305 | 8,478,433 |
Property and Equipment, Net | 16,846 | 43,518 |
Restricted Cash | 45,000 | 45,000 |
Goodwill | 1,525,896 | 1,525,896 |
Intangible Assets and In-Process R&D, Net | 4,131,064 | 4,156,064 |
Other Assets | 69,403 | 31,706 |
Total Assets | 10,112,514 | 14,280,617 |
Current Liabilities: | ||
Accounts Payable | 210,289 | 63,654 |
Accrued Expenses | 1,120,480 | 1,114,728 |
Lease Liabilities | 83,926 | |
Deferred Revenue | 2,686,000 | |
Total Current Liabilities | 1,414,695 | 3,864,382 |
Non-Current Liabilities: | ||
Contingent Consideration | 1,710,000 | 1,210,000 |
Deferred Tax Liability | 365,364 | 269,968 |
Total Non-Current Liabilities | 2,075,364 | 1,479,968 |
Total Liabilities | 3,490,059 | 5,344,350 |
Commitments and Contingencies (Note 11) | ||
Stockholders' Equity: | ||
Preferred Stock, $0.01 Par Value: 9,994,184 shares authorized; 3,750 designated Series A, 0 shares issued and outstanding at December 31, 2019 and December 31, 2018, 10,000 designated Series B, 0 shares issued and outstanding at December 31, 2019 and December 31, 2018; 10,000 shares designated Series C, 4,092 shares issued and outstanding at December 31, 2019 and December 31, 2018 | 41 | 41 |
Common Stock, $0.01 Par Value: 120,000,000 shares authorized; 4,077,755 shares issued and outstanding at December 31, 2019 and 3,038,592 shares issued and outstanding at December 31, 2018 | 40,778 | 30,386 |
Additional Paid-In Capital | 106,689,065 | 101,921,707 |
Accumulated Deficit | (100,246,894) | (93,150,198) |
Accumulated Other Comprehensive Income | 139,465 | 134,331 |
Total Stockholders' Equity | 6,622,455 | 8,936,267 |
Total Liabilities and Stockholders' Equity | $ 10,112,514 | $ 14,280,617 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 120,000,000 | 120,000,000 |
Common Stock, Shares, Issued | 4,077,755 | 3,038,592 |
Common Stock, Shares, Outstanding | 4,077,755 | 3,038,592 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 9,994,184 | 9,994,184 |
Series A Preferred Stock | ||
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock Designated Shares | 3,750 | 3,750 |
Series B Preferred Stock | ||
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | |
Preferred Stock Designated Shares | 10,000 | 10,000 |
Series C Preferred Stock | ||
Preferred Stock, Shares Issued | 4,092 | 4,092 |
Preferred Stock, Shares Outstanding | 4,092 | 4,092 |
Preferred Stock Designated Shares | 10,000 | 10,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
Collaboration Revenue | $ 2,686,000 | $ 1,652,520 |
Operating Expenses: | ||
Research and Development | (5,389,357) | (8,055,763) |
General and Administrative | (4,405,684) | (4,441,458) |
Total Operating Expenses | (9,795,041) | (12,497,221) |
Other Income, Net: | ||
Interest Income | 108,066 | 120,363 |
Interest Expense | (325) | (1,040) |
Total Other Income, Net | 107,741 | 119,323 |
Loss Before Income Tax Expense | (7,001,300) | (10,725,378) |
Income Tax Expense | (95,396) | (86,045) |
Net Loss | $ (7,096,696) | $ (10,811,423) |
Net Loss per Common Share- Basic and Diluted | $ (2.23) | $ (4.57) |
Weighted Average Shares Outstanding- Basic and Diluted | 3,181,019 | 2,365,583 |
Net Loss | $ (7,096,696) | $ (10,811,423) |
Other Comprehensive Loss: | ||
Foreign Currency Translation Adjustments | 5,134 | 6,858 |
Comprehensive Loss | $ (7,091,562) | $ (10,804,565) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Series B Preferred StockCommon Stock | Series B Preferred StockAdditional Paid-In Capital | Series B Preferred Stock | Series C Preferred StockCommon Stock | Series C Preferred StockAdditional Paid-In Capital | Series C Preferred Stock | Common StockPreviously Reported | Common Stock | Additional Paid-In CapitalPreviously Reported | Additional Paid-In Capital | Accumulated Other Comprehensive IncomePreviously Reported | Accumulated Other Comprehensive Income | Accumulated DeficitPreviously Reported | Accumulated Deficit | Previously Reported | Total |
Balance at Dec. 31, 2017 | $ 6 | $ 11,505 | $ 89,750,749 | $ 127,473 | $ (91,816,655) | $ (1,926,922) | ||||||||||
Balance (in shares) at Dec. 31, 2017 | 600 | 1,150,484 | ||||||||||||||
Cumulative Effect of Change in Accounting Principle (Note 2) | 9,477,880 | 9,477,880 | ||||||||||||||
Stock-Based Compensation | 875,287 | 875,287 | ||||||||||||||
Stock Issuance Costs | $ (1,141,238) | (1,141,238) | ||||||||||||||
Issuance of Stock in Offering, Net of Offering Costs | $ 65 | $ 9,820 | 10,098,877 | 10,108,762 | ||||||||||||
Issuance of Stock in Offering, Net of Offering Costs (in shares) | 6,536 | 982,000 | ||||||||||||||
Conversion of Stock into Common Stock | $ 267 | $ (261) | $ (6) | $ 5,092 | $ (5,068) | $ (24) | ||||||||||
Conversion of Stock into Common Stock(in shares) | (26,667) | (600) | (509,250) | (2,444) | ||||||||||||
Issuance of Shares of Common Stock from Warrant Exercises | $ 2,512 | 1,203,313 | 1,205,825 | |||||||||||||
Issuance of Shares of Common Stock from Warrant Exercises (in shares) | 251,208 | |||||||||||||||
Cancellation of Restricted Stock (in shares) | (17) | |||||||||||||||
Cancellation and Correction of Restricted Stock Par Value | $ 1,190 | (1,190) | ||||||||||||||
Cancellation and Correction of Restricted Stock Par Value (in shares) | (119,000) | |||||||||||||||
Foreign Currency Translation Adjustment | (6,858) | (6,858) | ||||||||||||||
Net Loss | (10,811,423) | (10,811,423) | ||||||||||||||
Balance at Dec. 31, 2018 | $ 6 | $ 41 | $ 11,505 | $ 30,386 | $ 89,750,749 | 101,921,707 | $ 127,473 | 134,331 | $ (82,338,775) | (93,150,198) | $ 7,550,958 | 8,936,267 | ||||
Balance (in shares) at Dec. 31, 2018 | 600 | 4,092 | 1,150,484 | 3,038,592 | ||||||||||||
Stock-Based Compensation | 852,230 | 852,230 | ||||||||||||||
Stock Issuance Costs | (97,082) | |||||||||||||||
Issuance of Stock in Offering, Net of Offering Costs | $ 6,000 | 1,771,918 | 1,777,918 | |||||||||||||
Issuance of Stock in Offering, Net of Offering Costs (in shares) | 600,000 | |||||||||||||||
Cancellation of Fractional Shares due to Reverse Stock Split (in shares) | 23 | |||||||||||||||
Settlement of Fractional Shares due to Reverse Stock Split | $ (9) | (2,605) | (2,614) | |||||||||||||
Settlement of Fractional Shares due to Reverse Stock Split (in shares) | 907 | |||||||||||||||
Issuance of Shares of Common Stock from Warrant Exercises | $ 4,480 | 2,145,736 | 2,150,216 | |||||||||||||
Issuance of Shares of Common Stock from Warrant Exercises (in shares) | 447,961 | |||||||||||||||
Cancellation of Restricted Stock | $ (79) | 79 | ||||||||||||||
Cancellation of Restricted Stock (in shares) | (7,868) | |||||||||||||||
Foreign Currency Translation Adjustment | (5,134) | (5,134) | ||||||||||||||
Net Loss | (7,096,696) | (7,096,696) | ||||||||||||||
Balance at Dec. 31, 2019 | $ 41 | $ 40,778 | $ 106,689,065 | $ 139,465 | $ (100,246,894) | $ 6,622,455 | ||||||||||
Balance (in shares) at Dec. 31, 2019 | 4,092 | 4,077,755 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Offering Costs | $ 97,082 | $ 1,141,238 |
Series B Preferred Stock | ||
Offering Costs | $ 1,141,238 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Activities: | ||
Net Loss | $ (7,096,696) | $ (10,811,423) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Depreciation and Amortization of Intangible Assets | 51,672 | 38,483 |
Reduction of Right-of-Use Assets | 162,261 | |
Stock-Based Compensation | 852,230 | 875,287 |
Contingent Consideration | 500,000 | |
Deferred Taxes | 95,396 | 86,045 |
Changes in Operating Assets and Liabilities: | ||
Prepaid Expenses and Other Current Assets | (3,051) | 379,609 |
Refundable Tax Credit Receivable | 13,210 | 4,191 |
Other Assets | (37,697) | 69,643 |
Accounts Payable | 146,636 | (642,435) |
Lease Liabilities | (162,261) | |
Deferred Revenue | (2,686,000) | 540,208 |
Unbilled Revenue | (689,928) | |
Accrued Expenses | 10,467 | (694,192) |
Net Cash Used in Operating Activities | (8,153,833) | (10,844,512) |
Investing Activities: | ||
Purchase of Property and Equipment | (20,000) | |
Payment Under License Agreement | (250,000) | |
Net Cash Used in Investing Activities | (270,000) | |
Financing Activities: | ||
Proceeds from Stock Offerings, Net of Offering Costs | 1,777,918 | 10,108,762 |
Exercise of Warrants | 2,150,216 | 1,205,825 |
Settlement of Fractional Shares | (2,614) | |
Equipment Financing Payments | (4,715) | (9,782) |
Net Cash Provided by Financing Activities | 3,920,805 | 11,304,805 |
Effect of Exchange Rate Changes on Cash | 5,503 | 7,915 |
Net Decrease in Cash | (4,227,525) | 198,208 |
Cash, Including Restricted Cash, Beginning of Period | 8,049,237 | 7,851,029 |
Cash, Including Restricted Cash, End of Period | 3,821,712 | 8,049,237 |
Supplemental Disclosures of Noncash Operating and Financing Activities | ||
Creation of Right-of-Use Assets and Related Lease Liabilities | $ 109,511 | |
Conversion of Preferred Stock into Common Stock | $ 80,388 | |
Cancellation of Restricted Stock | 79 | |
ASU 2016-02 | ||
Supplemental Disclosures of Noncash Operating and Financing Activities | ||
Creation of Right-of-Use Assets and Related Lease Liabilities | $ 136,675 |
Organization, Business, and Liq
Organization, Business, and Liquidity | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Business, and Liquidity | |
Organization, Business, and Liquidity | 1. Organization, Business, and Liquidity EyeGate Pharmaceuticals, Inc. (“EyeGate” or the “Company”), a Delaware corporation, began operations in December 2004 and is a clinical-stage pharmaceutical company focused on developing products for treating disorders of the eye. The Company’s lead product in clinical development is the EyeGate Ocular Bandage Gel (“OBG”), a topically applied eye drop formulation of modified hyaluronic acid (“HA”). HA is a naturally occurring polymer that is important in many physiological processes, including wound healing, hydration, tissue homeostasis, and joint lubrication. EyeGate uniquely modifies the HA through chemical cross-linking, which allows it to adhere longer to the ocular surface providing protection and lubrication for the treatment of corneal wounds, defects, and epitheliopathies. As OBG is the first prescription HA eye drop in the United States, it is being developed under the de novo pathway for devices. As of December 31, 2019, there were 4,077,755 shares of Common Stock outstanding, no shares of Series A Preferred Stock outstanding, no shares of Series B Preferred Stock outstanding, and 4,092 shares of Series C Preferred Stock outstanding. Effective July 31, 2015, the Company’s Common Stock began trading on the Nasdaq Capital Market under the symbol “EYEG”. Since its inception, EyeGate has devoted substantially all of its efforts to business planning, research and development, and raising capital. The accompanying Consolidated Financial Statements have been prepared assuming that EyeGate will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At December 31, 2019, EyeGate had unrestricted Cash and Cash Equivalents of $3,776,712, and an Accumulated Deficit of $100,246,894. EyeGate has incurred losses and negative cash flows since inception, and future losses are anticipated. Based on its cash on hand at December 31, 2019 and the approximately $4.5 million in net proceeds received from a registered direct offering that closed on January 3, 2020, the Company anticipates having sufficient cash to fund planned operations through December 31, 2020, however, the acceleration or reduction of cash outflows by Company management can significantly impact the timing for the need to raise additional capital to complete development of its products. To continue development, EyeGate will need to raise additional capital through equity financing, license agreements, and/or additional U.S. government grants. Although historically the Company has been successful at raising capital, additional capital may not be available on terms favorable to EyeGate, if at all. On May 13, 2019, the SEC declared effective EyeGate’s registration statement on Form S‑3, registering a total of $50,000,000 of its securities for sale to the public from time to time in what is known as a “shelf offering”. The Company does not know if any future offerings, including offerings pursuant to its shelf registration statement, will succeed. Accordingly, no assurances can be given that Company management will succeed in these endeavors. The Company’s recurring losses from operations have caused management to determine there is substantial doubt about the Company’s ability to continue as a going concern. The Consolidated Financial Statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries, EyeGate Pharma S.A.S. and Jade Therapeutics, Inc. (“Jade”) (effective March 7, 2016 when the Company acquired all of the capital stock of Jade), collectively referred to as “the Company”. All inter-company balances and transactions have been eliminated in consolidation. These Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Reverse Stock Split On August 9, 2019, the Board of Directors approved a 1-for-15 reverse stock split of the Company’s outstanding common stock, effective August 30, 2019. Accordingly, all shares and per share amounts were retroactively adjusted to reflect this reverse stock split. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of expenses during the reporting periods. The Company makes significant estimates and assumptions in recording the accruals for our clinical trial and research activities, establishing the useful lives of intangible assets and property and equipment, conducting impairment reviews of long-lived assets , revenue recognition, stock-based compensation, and contingent considerations payable. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Although the Company monitors and regularly assesses these estimates, actual results could differ significantly from these estimates. The Company records changes in estimates in the period that it becomes aware of the change. Foreign Currency Translation Operations of EyeGate Pharma S.A.S. are conducted in euros which represent its functional currency. Balance sheet accounts of such subsidiary were translated into U.S. dollars at the exchange rate in effect at the balance sheet date and income statement accounts were translated to the average rate of exchange prevailing during the period. Translation adjustments resulting from this process, are included in accumulated other comprehensive loss on the Consolidated Balance Sheets. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with a maturity of 90 days or less when acquired that are not restricted as to withdrawal, to be the equivalent of cash for the purpose of balance sheet and statement of cash flows presentation. The Company invests its cash in either U.S. government or treasury money market funds with maturities of 90 days or less. As of December 31, 2019 and 2018, the Company has classified $45,000 and $45,000 as restricted cash, respectively. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the estimated useful life of 2 to 5 years for all assets. Maintenance and repair costs are expensed as incurred. The Company reviews its property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets might not be recoverable and recognizes an impairment loss when it is probable that the estimated cash flows are less than the carrying value of the asset. Impairment of Long-Lived Assets The Company evaluates potential impairment of long-lived assets and long-lived assets to be disposed of and considers whether long-lived assets held for use have been impaired whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable, or that the period of their recovery may have changed. Management makes significant estimates and assumptions regarding future sales, cost trends, productivity and market maturity in order to test for impairment. Management reports those long-lived assets to be disposed of and assets held for sale at the lower of carrying amount or fair value less cost to sell. Based on current facts, estimates and assumptions, management believes that no assets are impaired at December 31, 2019. There is no assurance that management’s estimates and assumptions will not change in future periods. Research and Development Expenses The Company expenses research and development (“R&D”) expenditures as incurred. R&D expenses are comprised of costs incurred in performing R&D activities, including salaries, benefits, facilities, research-related overhead, sponsored research costs, contracted services, license fees, expenses related to generating, filing, and maintaining intellectual property and other external costs. Because the Company believes that, under its current process for developing its products, the viability of the products is essentially concurrent with the establishment of technological feasibility, no costs have been capitalized to date. Goodwill Goodwill is the excess of the acquisition cost of a business over the fair value of the identifiable net assets acquired. Goodwill at December 31, 2019 and 2018 was $1,525,896, which solely consists of the goodwill acquired in the acquisition of Jade. Goodwill is not amortized and is tested for impairment on an annual basis in the fourth quarter of each fiscal year and whenever events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performed qualitative impairment evaluations on its goodwill as of December 31, 2019 and determined that there were no indications that goodwill was impaired. In-Process Research and Development The Company records in-process R&D projects acquired in asset acquisitions that have not reached technological feasibility and which have no alternative future use. For in-process R&D projects acquired in business combinations, the Company capitalizes the in-process R&D project and periodically evaluates this asset for impairment until the R&D process has been completed. Once the R&D process is complete, the Company amortizes the R&D asset over its remaining useful life. At December 31, 2019 and 2018 there is $3,912,314 of in-process R&D, as part of intangible asset and in-process R&D on the Consolidated Balance Sheets. Intangible Assets The Company records intangible assets acquired in asset acquisitions of proprietary technology. The Company capitalizes intangible assets, amortizes them over the estimated useful life, and periodically evaluates the assets for impairment. At December 31, 2019 and 2018 there is $218,750 and $243,750, respectively, of net intangible assets, as part of intangible assets and in-process R&D, net on the Consolidated Balance Sheets. Accrued Clinical Expenses As part of our process of preparing the Consolidated Financial Statements, the Company is required to estimate its accrued expenses. This process includes reviewing open contracts and purchase orders, communicating with its applicable personnel to identify services that have been performed on its behalf and estimating the level of service performed and the associated costs incurred for the service when the Company has not yet been invoiced or otherwise notified of actual costs. The majority of the Company’s service providers invoice monthly in arrears for services performed. The Company makes estimates of its accrued expenses as of each balance sheet date in the financial statements based on facts and circumstances known at the time. The Company periodically confirms the accuracy of these estimates with the service providers and makes adjustments if necessary. Business Segment and Geographical Information The Company identifies operating segments as components of the enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as fully integrated and operating in one business segment (research and development), and the Company operates in one geographic segment. Income Taxes The Company will record a deferred income tax asset and liability for the expected future income tax consequences of events that have been recognized in the Company’s Consolidated Financial Statements and income tax returns. The Company will record a deferred income tax asset and liability based on differences between the financial statement carrying, or “book”, amounts of assets and liabilities, and the tax bases of the assets and liabilities using the enacted income tax regulations in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred income tax asset will be recorded if, based on the weight of available evidence, it is more likely than not that some or all of the deferred income tax assets will not be realized. As of December 31, 2019 and 2018, all of the Company’s net deferred income tax assets were subject to a full valuation allowance. As of December 31, 2019 and 2018, the Company has a net deferred tax liability of $365,364 and $269,968, respectively. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. As of December 31, 2019, the Company had no unrecognized uncertain income tax positions. Refundable Tax Credits for Research and Development EyeGate is entitled to receive refundable tax credits associated with its research and development expenses in France. These tax credits can be realized, upon request of the Company, in the form of a cash payment or credits against tax liabilities. The Company records the refundable tax credit as income in the year in which the research and development expenses are incurred. Concentration of Credit Risk and Off-Balance-Sheet Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company invests cash in accredited financial institutions and cash equivalents in widely held money market funds. Consequently, such funds are subject to minimal credit risk. The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Comprehensive Loss Comprehensive loss is defined as the change in stockholders’ equity (deficit) during a period from transactions, and other events and circumstances from non-owner sources. The foreign currency translation adjustments are the Company’s only component of other comprehensive loss. Stock-Based Compensation Stock-based compensation represents the cost related to stock-based awards granted to employees and others. The Company measures stock-based compensation cost to employees at grant date, based on the estimated fair value of the award, and recognizes the cost as expense on a straight-line basis over the employee requisite service period. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The Company recognizes compensation expense for non-employee stock option grants at the fair value of the goods or services received or the equity instruments issued, whichever is more reliably measurable. The Company recorded compensation expense for non-employee awards with graded vesting using the accelerated expense attribution method. The Company’s policy is to record forfeitures as they occur. Net Loss per Share - Basic and Diluted Basic and diluted net loss per share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding for the period, which, for basic net loss per share, does not include unvested restricted common stock that has been issued but is subject to forfeiture of 50,187 shares for the year ended December 31, 2019 and 121,478 shares for the year ended December 31, 2018. Dilutive common equivalent shares consist of stock options, warrants, and preferred stock and are calculated using the treasury stock method, which assumes the repurchase of common shares at the average market price during the period. Under the treasury stock method, options and warrants will have a dilutive effect when the average price of common stock during the period exceeds the exercise price of options or warrants. Common equivalent shares do not qualify as participating securities. In periods where the Company records a net loss, unvested restricted common stock and potential common stock equivalents are not included in the calculation of diluted net loss per share as their effect would be anti-dilutive. Potential common shares not included in calculating diluted net loss per share are as follows: Year Ended December 31, 2019 2018 Common Stock Warrants 2,875,006 2,722,967 Employee Stock Options 174,175 138,324 Preferred Stock 852,500 852,500 Total Shares of Common Stock Issuable 3,901,681 3,713,791 Related-Party Transactions The Company has entered into certain related-party transactions, making payments for services to two vendors, eleven consultants and two public universities, all of whom also are stockholders of the Company. These transactions generally are ones that involve a stockholder or option holder of the Company to whom the Company also makes payments during the year, typically as a consultant or a service provider. The Company made payments related to clinical trial services to one vendor in the amount of approximately $978,000 during the year ended December 31, 2019. Additionally, on October 2, 2019, the Company completed a private placement of 600,000 shares of Common Stock and warrants to purchase up to 600,000 shares of Common Stock to an affiliate of Armistice Capital, LLC, with a combined purchase price per share and warrant of $3.125. Steven J. Boyd and Keith Maher, each of whom are members of our board of directors, are affiliates of Armistice Capital, LLC, and Mr. Boyd holds voting and investment power over such entity. The total gross proceeds from the private placement were approximately $1.9 million. Except as described above, the amounts recorded or paid to related parties are not material to the accompanying Consolidated Financial Statements. Fair Value of Financial Instruments The carrying amounts of Accounts Payable approximate their fair values due to the short-term nature of these items. As of December 31, 2019 and December 31, 2018, the fair value of the Company’s contingent consideration was $1,710,000 and $1,210,000, respectively. The Company evaluates the present value of this earn-out payment on a quarterly basis and as a result of the 2019 fourth quarter assessment of the EyeGate OBG product, taking into consideration discount factors and the probability of FDA approval, recorded an increase of $500,000 to the present value of contingent consideration for the year ended December 31, 2019. At December 31, 2019 and December 31, 2018, the Company had no other assets or liabilities that are subject to fair value methodology and estimation in accordance with U.S. GAAP. Revenue Recognition The Company’s revenues are generated primarily through arrangements which generally contain multiple elements, or deliverables, including licenses and R&D activities to be performed by the Company on behalf of the licensor or grantor. Payments to EyeGate under these arrangements typically include one or more of the following: (1) nonrefundable, upfront license fees, (2) funding of discovery research efforts on a full-time equivalent basis, (3) reimbursement of research, development and intellectual property costs, (4) milestone payments, and (5) royalties on future product sales. On July 9, 2015, the Company entered into an exclusive, worldwide licensing agreement with a subsidiary of Bausch Health Companies, Inc. (“BHC”), through which the Company granted to BHC an exclusive, worldwide commercial and manufacturing right to the Company’s EGP‑437 Combination Product in the field of anterior uveitis, as well as a right of last negotiation to license its EGP‑437 Combination Product for indications other than anterior uveitis (the “BHC Agreement”). Under the BHC Agreement, BHC paid to the Company an initial upfront payment of $1.0 million and the Company was eligible to receive milestone payments totaling up to $32.5 million, upon and subject to the achievement of certain specified development and commercial progress of the EGP‑437 Combination Product for the treatment of anterior uveitis. The Company received milestone payments totaling $5.4 million. The Company received payments both when it crossed certain thresholds on the way to each milestone, as well as once it achieved each milestone. The Company is entitled to retain all of these payments. Effective March 14, 2019, this license agreement was voluntarily terminated by BHC reinstating to the Company all of the rights and privileges of the EGP-437 platform. Upon termination of this agreement, all amounts remaining in deferred revenue were recognized as revenue, as the Company no longer had any remaining performance obligations. On February 21, 2017, the Company entered into another exclusive, worldwide licensing agreement with a subsidiary of BHC (the “New BHC Agreement”), through which the Company granted BHC exclusive, worldwide commercial and manufacturing rights to its EGP‑437 Combination Product in the field of ocular iontophoretic treatment for post-operative ocular inflammation and pain in ocular surgery patients (the “New Field”). Under the New BHC Agreement, BHC paid the Company an initial upfront payment of $4.0 million, and the Company was eligible to receive milestone payments totaling up to approximately $99.0 million, upon and subject to the achievement of certain specified developmental and commercial progress of the EGP-437 Combination Product for the New Field. The Company received milestone payments totaling $3.4 million. The Company received payments both when it crossed certain thresholds on the way to each milestone, as well as once it achieved each milestone. The Company is entitled to retain all of these payments. Effective March 14, 2019, this license agreement was voluntarily terminated by BHC reinstating to the Company all of the rights and privileges of the EGP-437 platform. Upon termination of this agreement, all amounts remaining in deferred revenue were recognized as revenue, as the Company no longer had any remaining performance obligations. In May 2014, the FASB issued ASU No. 2014‑09, Revenues from Contracts with Customers (“Topic 606”), as subsequently amended, that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most recent revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard was effective for public companies for years ending after December 15, 2017, with early adoption permitted. The Company adopted the new standard on January 1, 2018, using the modified retrospective method, which resulted in a cumulative effect adjustment in the amount of $9.5 million to beginning 2018 accumulated deficit and to deferred and unbilled revenue for the BHC contracts impacted by the adoption of the new standard. The changes to the method and/or timing of the Company’s revenue recognition associated with the adoption of the new standard primarily relate to the determination that there is one performance obligation in each contract with BHC and that the license combined with the R&D services is the performance obligation. The Company recognizes revenue when its customer obtains control of promised services, in an amount that reflects the consideration which the Company expects to receive in exchange for those services. To determine whether arrangements are within the scope of this new guidance, the Company performs the following five steps: (i) identifies the contract with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when (or as) the Company satisfies its performance obligation. The Company applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Upon adoption of ASU No. 2014‑09, the Company recognizes revenue from the transaction price applied to each single performance obligation over time as milestones are reached for each performance obligation. The Company only recognizes revenue on those milestones that are within the Company’s control and any constrained variable consideration that requires regulatory approval will only be included in the transaction price when performance is complete. The below table represents the changes in the Company’s contract assets and contract liabilities: December 31, December 31, 2019 2018 Contract Liabilities: Deferred Revenue $ (2,686,000) $ 2,686,000 Twelve Months Ended December 31, 2019 Revenue recognized in the period from: Amounts included in contract liability at the beginning of the period $ 2,686,000 In addition, the Company may receive government grant funds for specified ocular therapeutic research activities. Revenue under these grants will be recorded when the Company performs the activities specified by the terms of each grant and is entitled to the funds. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016‑02, Leases , which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. Under ASU No. 2016‑02, lessees are required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and the right-to-use assets, which are asset that represents the lessee’s right to use or control the use of a specified asset for the lease term. The Company adopted the new standard effective January 1, 2019 using the modified retrospective method. As a result, the Company recorded right-of-use leased assets and corresponding liabilities of approximately $0.137 million on January 1, 2019. On January 26, 2017, the FASB issued ASU No. 2017‑04, Intangibles — Goodwill and Other , which simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. Entities will be required to disclose the amount of goodwill at reporting units with zero or negative carrying amounts. The new standard was effective for the Company on January 1, 2020 and is required to be applied prospectively . The Company has evaluated the effect of the new guidance and adopted ASU No. 2017-04 effective January 1, 2020. The adoption of this standard will not have a material impact on the Company’s Consolidated Financial Statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The new guidance is effective for smaller reporting companies in fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company does not expect the adoption of this standard to have a material effect on its financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment | |
Property and Equipment | 3. Property and Equipment Property and equipment at December 31, 2019 and 2018 consists of the following: Estimated Useful Life (Years) 2019 2018 Laboratory Equipment 3 $ 62,576 $ 62,576 Office Furniture 5 14,430 14,430 Leasehold Improvements 2 22,569 22,569 Total Property and Equipment, Gross 99,575 99,575 Less Accumulated Depreciation 82,729 56,057 Total Property and Equipment, Net $ 16,846 $ 43,518 Depreciation expense was $26,672 and $32,233 for the years ended December 31, 2019 and 2018, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Expenses | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses consist of the following: December 31, 2019 2018 Payroll and Benefits $ 598,327 $ 722,178 Professional Fees 259,606 165,894 Clinical Trials 254,144 212,540 Consulting 8,403 9,401 Short-Term Portion of Capital Lease Obligation — 4,715 Total Accrued Expenses $ 1,120,480 $ 1,114,728 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt | |
Debt | 5. Debt The Company has no indebtedness other than trade and accounts payable and capital lease obligations in the ordinary course of business as of the years ended December 31, 2019 and 2018. |
Intangible Assets and In-Proces
Intangible Assets and In-Process R&D | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets and In-Process R&D | |
Intangible Assets and In-Process R&D | 6. Intangible Assets and In-Process R&D Intangible assets at December 31, 2019 consist of the rights to trade secrets and know-how related to the manufacturing of the EyeGate Ocular Bandage Gel (“OBG”). During the third quarter of 2018, the Company entered into an intellectual property license agreement with SentrX Animal Care, Inc. (“SentrX”) with respect to certain rights relating to the manufacturing of EyeGate OBG product. The intangible assets were recorded at $250,000, representing the upfront payment paid to SentrX. Additionally, SentrX is eligible to receive milestone payments totaling up to $4.75 million, upon and subject to the achievement of certain specified development and commercial milestones. These future milestone payments to SentrX will increase the carrying value of the intangible assets. The Company’s intangible assets are amortized on a straight-line basis over the estimated useful lives. Additionally, in-process R&D at December 31, 2019 and 2018 consists of projects acquired from the acquisition of Jade that have not reached technological feasibility and which have no alternative future use. Once the R&D process is complete, the Company will amortize the R&D asset over its remaining useful life. The Company periodically evaluates these assets for impairment. Intangible assets and in-process R&D at December 31, 2019 and 2018 consists of the following: Estimated Useful Life (Years) 2019 2018 Trade Secrets 10 $ 250,000 $ 250,000 Less: Accumulated Amortization (31,250) (6,250) Intangible Assets, Net 218,750 243,750 In-Process R&D 3,912,314 3,912,314 Total Intangible Assets and In-Process R&D, Net $ 4,131,064 $ 4,156,064 Amortization expense on intangible assets was $25,000 and $6,250 for the years ended December 31, 2019 and 2018, respectively. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2019 | |
Capital Stock | |
Capital Stock | 7. Capital Stock On May 24, 2016, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Sales Agent”), to create an at the market equity program under which the Company could from time to time offer and sell up to 87,952 shares of its Common Stock through the Sales Agent. The ATM Agreement terminated automatically pursuant to its terms on May 24, 2019. On June 14, 2017, the Company completed a public offering of 355,777 shares of Common Stock and 1,995 shares of Series B Preferred Stock (convertible into 88,666 shares of Common Stock), along with warrants to purchase 444,443 shares of Common Stock. Following the 1-for-15 reverse stock split effected on August 30, 2019, the shares underlying these warrants were adjusted to reflect the reverse stock split and rounded up to the nearest whole share in accordance with their terms. The offering was priced at $22.50 per share of Common Stock (or share of Common Stock issuable upon conversion of a share of Series B Convertible Preferred Stock ) and warrant. The total net proceeds to the Company from the offering, after deducting the placement agent fees and offering expenses, were approximately $8.8 million. Additionally, the investors received, for each share of Common Stock, or for each share of Common Stock issuable upon conversion of a share of Series B Preferred Stock purchased in the public offering, warrants to purchase one share of Common Stock at an exercise price of $22.50 per share, which in the aggregate represented warrants to purchase an aggregate of 444,443 shares of Common Stock. The warrants issued to investors became initially exercisable immediately upon issuance and terminate on June 14, 2022, five years following the date of issuance. All 1,995 shares of Series B Preferred Stock have been converted into an aggregate of 88,666 shares of Common Stock. On April 17, 2018, the Company completed a public offering of 982,000 shares of Common Stock and 6,536.4 shares of Series C Preferred Stock (convertible into 1,361,750 shares of Common Stock), along with warrants to purchase 2,343,750 shares of Common Stock. Following the 1-for-15 reverse stock split effected on August 30, 2019, the shares underlying these warrants were adjusted to reflect the reverse stock split and rounded up to the nearest whole share in accordance with their terms. The offering was priced at $4.80 per share of Common Stock (or share of Common Stock issuable upon conversion of a share of Series C Convertible Preferred Stock) and warrant. The total net proceeds to the Company from the offering, after deducting the placement agent fees and offering expenses, were approximately $10.1 million. Additionally, the investors received, for each share of Common Stock, or for each share of Common Stock issuable upon conversion of a share of Series C Preferred Stock purchased in the public offering, warrants to purchase one share of Common Stock at an exercise price of $4.80 per share, which in the aggregate represented warrants to purchase an aggregate of 2,343,750 shares of Common Stock.The warrants issued to investors became initially exercisable immediately upon issuance and terminate on April 17, 2023, five years following the date of issuance. Concurrently with the closing of the public offering, a holder elected to convert 1,400 shares of Series C Preferred Stock into 291,667 shares of Common Stock. Subsequently, on April 18, 2018, April 23, 2018, and April 30, 2018, holders converted 1,044.4 shares of Series C Preferred stock into 217,583 shares of Common Stock. On August 9, 2019, the Board of Directors approved a 1-for-15 reverse stock split and the filing of a Certificate of Amendment to the Restated Certificate of Incorporation of the Company to effect a reverse stock split. The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on August 28, 2019, and the reverse stock split became effective in accordance with the terms of the Certificate of Amendment on August 30, 2019. The reverse stock split did not affect the number of authorized shares of common stock, which is 120,000,000 shares. A proportionate adjustment was made to (i) the per share exercise price and the number of shares issuable upon the exercise or conversion of the Company's outstanding equity awards, options and warrants to purchase shares of common stock, and (ii) the number of shares reserved for issuance pursuant to the Company's 2014 Equity Incentive Plan. Fractional shares were not issued as a result of the reverse stock split; instead, the Company paid out cash in lieu of any fractional shares. On October 2, 2019, the Company completed a private placement with an affiliate of Armistice Capital, LLC for 600,000 shares of Common Stock and warrants to purchase 600,000 shares of Common Stock with a combined purchase price of $3.125 per share of Common Stock and warrant. The total gross proceeds to the Company from the offering were approximately $1.9 million. The warrants issued will become exercisable six months from the issuance date and terminate on October 2, 2024, five years following the date of issuance. At December 31, 2019, the Company had 120,000,000 authorized shares of Common Stock, $0.01 par value, of which 4,077,755 shares were outstanding. At December 31, 2019, the Company had 9,994,184 authorized shares of Preferred Stock, $0.01 par value, of which 3,750 shares were designated as Series A Preferred Stock and 0 shares were issued and outstanding, 10,000 shares were designated as Series B Preferred Stock and 0 shares were issued and outstanding, and 10,000 shares were designated as Series C Preferred Stock and 4,092 shares were issued and outstanding. At December 31, 2019, there were 0 shares of Common Stock underlying the outstanding shares of Series A Preferred Stock, 0 shares of Common Stock underlying the outstanding shares of Series B Preferred Stock, and 852,500 shares of Common Stock underlying the outstanding shares of Series C Preferred Stock. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Warrants | |
Warrants | 8. Warrants At December 31, 2019 and 2018, the following warrants were outstanding: Weighted Weighted Average Average Number of Exercise Remaining Awards Price Term in Years Outstanding at December 31, 2017 630,415 $ 48.90 4.23 Issued 2,343,777 1 4.80 3 4.30 Exercised (251,225) 4.80 4.30 Outstanding at December 31, 2018 2,722,967 $ 15.00 4.05 Issued 600,000 2 3.13 3 4.76 Exercised (447,961) 4.80 3.30 Outstanding at December 31, 2019 2,875,006 $ 14.14 3.37 1 Consists of 2,343,777 warrants to purchase 2,343,777 shares of Common Stock issued in connection with the Company's public offering on April 17, 2018. 2 Consists of 600,000 warrants to purchase 600,000 shares of Common Stock issued in connection with the Company's private placement with an affiliate of Armistice Capital, LLC on October 2, 2019. 3 Warrant exercise price for a full share of Common Stock. All of the warrant agreements provide for a cashless exercise in the event a registration statement covering the issuance of the shares of common stock underlying the warrants is not effective, whereby the number of shares to be issued upon exercise of such warrants will be reduced based on the exercise price and the market value of the shares at the time of exercise.The outstanding warrants expire from 2020 through 2024. |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2019 | |
Equity Incentive Plan | |
Equity Incentive Plan | 9. Equity Incentive Plan In 2005, the Company approved the 2005 Equity Incentive Plan (the “2005 Plan”). The 2005 Plan provides for the granting of options, restricted stock or other stock-based awards to employees, officers, directors, consultants and advisors. During 2010, the maximum number of shares of Common Stock that may be issued pursuant to the 2005 Plan was increased to 59,414 shares. The Board of Directors (the “Board”) is responsible for administration of the 2005 Plan. The Company’s Board determines the term of each option, the option exercise price, the number of shares for which each option is granted and the rate at which each option is exercisable. Incentive stock options may be granted to any officer or employee at an exercise price per share of not less than the fair value per common share on the date of the grant (not less than 110% of fair value in the case of holders of more than 10% of the Company’s voting stock) and with a term not to exceed ten years from the date of the grant (five years for incentive stock options granted to holders of more than 10% of the Company’s voting stock). Nonqualified stock options may be granted to any officer, employee, consultant or director at an exercise price per share of not less than the par value per share. Following adoption of the 2014 Equity Incentive Plan (the “2014 Plan”), no further grants were made under the 2005 Plan. General terms of the 2014 Plan remain the same as that of the 2005 Plan. The Company’s Board adopted the 2014 Plan and the Employee Stock Purchase Plan (the “ESPP”) and the Company’s Stockholders approved the 2014 Plan and the ESPP Plan in February 2015. As of December 31, 2019, the maximum number of shares of Common Stock that may be issued pursuant to the 2014 Plan and the ESPP was 559,339 and 11,371 shares, respectively. In January 2019, the number of shares of common stock issuable under the 2014 Plan automatically increased by 23,333 shares pursuant to the terms of the 2014 Plan. These additional shares are included in the total of 559,339 shares issuable under the 2014 Plan. The following is a summary of stock option activity for the twelve months ended December 31, 2019 and December 31, 2018: Weighted- Weighted-Average Average Contractual Life Number of Options Exercise Price (In Years) Outstanding at December 31, 2017 127,310 $ 38.14 5.83 Granted 27,687 8.55 Expired (10,526) 25.76 Forfeited (6,147) 15.44 Outstanding at December 31, 2018 138,324 $ 34.17 5.95 Granted 49,994 7.20 Expired (9,274) 28.58 Forfeited (4,869) 9.19 Outstanding at December 31, 2019 174,175 $ 27.42 Exercisable at December 31, 2019 117,534 $ 36.78 Vested and Expected to Vest at December 31, 2019 174,175 $ 27.42 During the years ended December 31, 2019 and December 31, 2018, the Board approved the grant of options to purchase 49,994 and 27,687 shares of its Common Stock, respectively. All option grants were pursuant to the 2014 Plan. In general, options granted under the 2014 Plan vest with respect to one-third of the underlying shares on the one-year anniversary of the grant date and the remainder ratably over a 24‑month period. For the twelve months ended December 31, 2019 and 2018, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes Option Pricing Model with the following weighted-average assumptions: 2019 2018 Risk-Free Interest Rate 1.82 % 1.82 % Expected Life 5.00 years 8.01 years Expected Volatility 152 % 158 % Expected Dividend Yield 0 % 0 % Using the Black-Scholes Option Pricing Model, the estimated weighted average fair value of an option to purchase one share of common stock granted during the twelve months ended December 31, 2019 and 2018 was $7.11 and $8.33, respectively. The following is a summary of restricted stock activity for the twelve months ended December 31, 2019 and December 31, 2018: Weighted-Average Weighted-Average Number of Grant Date Fair Remaining Shares Value Recognition Period Non-vested Outstanding at December 31, 2017 6,865 $ 22.81 Awarded 125,989 8.55 Vested (4,152) 22.81 Forfeited (7,224) 9.00 Non-vested Outstanding at December 31, 2018 121,478 8.84 2.25 Vested (63,632) 9.00 Forfeited (7,659) 8.86 Non-vested Outstanding at December 31, 2019 50,187 $ 8.64 1.49 During the years ended December 31, 2019 and 2018, the Board approved the grant of 0 and 125,989 restricted shares of its Common Stock, respectively. All grants of restricted shares were pursuant to the 2014 Plan. These vest with respect to one-third of the underlying shares on the one-year anniversary of the grant date and the remainder ratably over a 24-month period. During the year ended December 31, 2019, 7,659 shares of restricted stock, respectively, which had not vested were forfeited and returned to the Company. During the year ended December 31, 2018, 7,224 shares of restricted stock, which had not vested were forfeited and returned to the Company. The total stock-based compensation expense for employees and non-employees is included in the accompanying Consolidated Statements of Operations and as follows: Year Ended December 31, 2019 2018 Research and Development $ 203,512 $ 255,505 General and Administrative 648,718 619,782 Total Stock-Based Compensation Expense $ 852,230 $ 875,287 The fair value of options granted for the twelve months ended December 31, 2019 and 2018 was approximately $355,000 and $212,000, respectively. The fair value of restricted stock granted for the twelve months ended December 31, 2019 and 2018 was approximately $0 and $1,049,000 respectively. As of December 31, 2019 and 2018, there was approximately $627,000 and $1,236,000 of total unrecognized compensation expense related to unvested stock-based compensation arrangements granted, which cost is expected to be recognized over a weighted average period of 1.62 and 2.27 years, respectively. The aggregate intrinsic value of stock options outstanding and exercisable at December 31, 2019 and 2018 was approximately $32,000 and $0, respectively. As of December 31, 2019, there were 288,690 shares of Common Stock available for grant under the 2014 Plan and 7,806 shares available under the Company’s ESPP. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income Taxes | 10. Income Taxes The components of loss before income taxes are as follows: Year Ended December 31, 2019 2018 Domestic $ (7,523,695) $ (11,242,646) Foreign 522,395 517,268 Total Loss Before Income Taxes $ (7,001,300) $ (10,725,378) The components of income tax expense are as follows: Year Ended December 31, 2019 2018 Deferred Taxes: Federal $ (4,182) $ 1,814 State 99,578 84,231 Total Deferred Taxes $ 95,396 $ 86,045 Income Tax Expense $ 95,396 $ 86,045 The difference between the effective rate reflected in the provision for income taxes on loss before taxes and the amounts determined by applying the applicable statutory U.S. tax rate are analyzed below: Year Ended December 31, 2019 2018 United States Federal Income Tax Rate 21.00 % 21.00 % State Taxes, Net of Federal Benefit 13.82 (0.38) Permanent Differences (4.18) (1.48) Change in Valuation Allowance (37.40) 3.88 Research and Development Credits 6.53 1.06 Tax Rate Differential (1.15) (1.33) Topic 606 Adoption — (20.90) Stock-Based Compensation 0.45 0.00 Other (0.43) (2.65) Effective Tax Rate Expense (1.36) % (0.80) % The Company’s deferred tax assets and liabilities consist of the following: Year Ended December 31, 2019 2018 Net Deferred Tax Liability: Net Operating Loss Carryforwards $ 15,230,646 $ 13,601,705 Research and Development Credit Carryforwards 2,594,055 2,124,949 Capitalized Research and Development 6,521,705 5,861,675 Stock-Based Compensation 814,438 639,729 Depreciation and Amortization 170 (3,217) Cash Versus Accrual Adjustments 1,738,482 2,069,985 Total Deferred Tax Assets 26,899,496 24,294,826 Valuation Allowance (26,278,147) (23,659,844) Net Deferred Tax Asset 621,349 634,982 In-Process Research and Development (986,713) (904,950) Net Deferred Tax Liability $ (365,364) $ (269,968) As of December 31, 2019, the Company has federal and state net operating loss carryforwards of approximately $59,013,000 and $41,088,000, respectively, to offset future federal and state taxable income. Federal NOL carryforwards as of December 31, 2017 totaling $46.055 million and state NOL carryforwards as of December 31, 2019 totaling $41.088 million will expire at various times through 2039. Federal NOL carryforwards generated during the years ended December 31, 2019 and 2018 totaling $12.958 million will carry forward indefinitely, but their utilization will be limited to 80% of taxable income. The Company has foreign net operating loss carryforwards of $1,565,000 as of December 31, 2019, which can be carried forward indefinitely. As of December 31, 2019, the Company also has federal, state and foreign research and development tax credit carryforwards of approximately $2,171,000, $504,000, and $25,000, respectively, to offset future income taxes, which expire at various times through 2039. The federal and state net operating loss and research tax credit carryforwards may be subject to the limitations provided in the Internal Revenue Code (“IRC”) Sections 382 and 383. Approximately $638,000 of the federal net operating loss attributable to Jade is subject to a Section 382 limitation. Jade’s carryover of its research and development credits will be subject to the Section 383 limitation. The Company files United States federal income tax returns and income tax returns in the Commonwealth of Massachusetts, Utah, and New Jersey, as well as foreign tax returns for its subsidiary in France. The Company is not under examination by any jurisdiction for any tax year. The Company has recorded a valuation allowance against its United States deferred tax assets in each of the years ended December 31, 2019, and 2018 because the Company’s management believes that it is more likely than not that these assets will not be realized. The valuation allowance increased (decreased) by approximately $2,618,000 and ($416,000) during the years ended December 31, 2019 and 2018, respectively, primarily as a result of adjustments for accrual to cash basis items, the adoption of Topic 606, capitalized research and development expenses, and a reduction in the U.S. federal tax rate. Effective January 1, 2019, the Company adopted ASU 2016-02, which resulted in recognition of lease liabilities and right-of-use assets. The adoption did not have material impact on the deferred tax balances as of December 31, 2019. As of December 31, 2019 and 2018, the Company had no unrecognized tax benefits or related interest and penalties accrued. The Company will recognize interest and penalties related to tax positions in income tax expense. The Company has not, as yet, conducted a study of R&D credit carryforwards, which are fully reserved for. This study may result in an adjustment to the Company’s R&D credit carryforwards and related valuation allowance, however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. The net operating loss and tax credit carryforwards are subject to review by the Internal Revenue Service in accordance with the provisions of Section 382 of the Internal Revenue Code. Under this Internal Revenue Code section, substantial changes in the Company’s ownership may limit the amount of net operating loss carryforwards that could be utilized annually in the future to offset the Company’s taxable income. Specifically, this limitation may arise in the event of a cumulative change in ownership of the Company of more than 50% within a three-year period. Any such annual limitation may significantly reduce the utilization of the Company’s net operating loss carryforwards before they expire. The closing of the Company’s initial public offering, alone or together with transactions that have occurred or that may occur in the future, may trigger an ownership change pursuant to Section 382, which could limit the amount of research and development tax credit and net operating loss carryforwards that could be utilized annually in the future to offset the Company’s taxable income, if any. Any such limitation as the result of the Company’s additional sales of common stock by the Company could have a material adverse effect on the Company’s results of operations in future years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 11. Commitments and Contingencies Leases The Company is a party to a real property operating lease for the rental of office space in Waltham, Massachusetts of up to 4,516 square feet, that is used for its corporate headquarters. This lease was to originally terminate in December 2019 and was amended during the third quarter of 2019 to extend its term until June 2020. On July 6, 2016, the Company entered into a real property operating lease for office and laboratory space of approximately 2,300 square feet in Salt Lake City, Utah. This lease was amended during the second quarter of 2019 to extend its term until June 2020. Operating lease assets and liabilities are recognized at the lease commencement date at the present value of lease payments to be paid. Operating lease assets represent the Company’s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments. To determine the present value of lease payments to be paid, the Company estimated incremental secured borrowing rates corresponding to the maturities of the leases. The Company estimated a rate of 10% based on prevailing financial market conditions, comparable company and credit analysis, and management judgment. The Company recognizes expense for its leases on a straight-line basis over the lease term. Maturities of lease liabilities were as follows as of December 31, 2019: Operating Leases Year Ending December 31, 2020 $ 86,390 Less: Imputed Interest (2,464) Lease Liabilities $ 83,926 License Agreements The Company is a party to four license agreements as described below. These license agreements require the Company to pay royalties or fees to the licensor based on revenue or milestones related to the licensed technology. On February 15, 1999, the Company entered into an exclusive worldwide license agreement with the University of Miami School of Medicine to license technology relating to the Company’s EyeGate® II Delivery System. This agreement, which was amended in December 2005, requires the Company to pay to the University of Miami an annual license fee of $12,500. This license also requires payments to the University of Miami upon the Company’s achievement of certain milestones. Unless terminated pursuant to the license agreement, this license will expire 12 years after the date of the first commercial sale of a product containing the licensed technology. On July 23, 1999, the Company entered into a perpetual Transaction Protocol agreement with Francine Behar-Cohen to acknowledge the Company’s right to use certain patents that Ms. Behar-Cohen had certain ownership rights with respect to and which are used in the Company’s EGP‑437 Combination Product. The agreement also provides for the Company to pay Ms. Behar-Cohen a fee based on a percentage of the pre-tax turnover generated from sales of the Company’s EGP‑437 Combination Product relating to its inclusion of the EyeGate® II Delivery System. The fees due under the agreement expired in January 2018, but the Company continues to maintain its rights under the agreement. On September 12, 2013, Jade entered into an agreement with BioTime, Inc. granting to it the exclusive worldwide right to commercialize cross-linked thiolated carboxymethyl hyaluronic acid ("CMHA-S”) for ophthalmic treatments in humans. The agreement calls for a license issue fee paid to BioTime of $50,000 and requires the Company (through its Jade subsidiary) to pay an annual fee of $30,000 and royalties to BioTime based on revenue relating to any product incorporating the CMHA-S technology. The agreement expires when patent protection for the CMHA-S technology lapses, which is expected to occur in the U.S. in 2028. On September 26, 2018, the Company entered into an intellectual property licensing agreement (the "SentrX Agreement") with SentrX, a veterinary medical device company that develops and manufactures veterinary wound care products. Under the SentrX Agreement, the Company will in-license the rights to trade-secrets and know-how related to the manufacturing of its EyeGate OBG. The SentrX Agreement will enable the Company to pursue a different vendor with a larger capacity for manufacturing and an FDA-inspected facility for commercialization of a product for human use. Under the SentrX Agreement, the Company paid SentrX an upfront payment of $250,000 recorded as intangible assets on the Condensed Consolidated Balance Sheets. SentrX is eligible to receive milestone payments totaling up to $4.75 million, upon and subject to the achievement of certain specified developmental and commercial milestones. These future milestone payments to SentrX will increase the carrying value of the intangible assets. On July 9, 2015, the Company entered into an exclusive worldwide licensing agreement with a subsidiary of BHC through which EyeGate granted BHC exclusive, worldwide commercial and manufacturing rights to its EGP‑437 Combination Product in the field of anterior uveitis, as well as a right of last negotiation to license the EGP‑437 Combination Product for other indications. Under the agreement, BHC paid the Company an upfront payment of $1.0 million. The Company was eligible to receive milestone payments totaling up to $32.5 million, upon and subject to the achievement of certain specified developmental and commercial milestones. In addition, the Company was eligible to receive royalties based on a specified percent of net sales of the EGP‑437 Combination Product throughout the world, subject to adjustment in certain circumstances. BHC voluntarily terminated this license agreement effective March 14, 2019. On February 21, 2017, the Company entered into an exclusive, worldwide licensing agreement with a subsidiary of BHC (the “New BHC Agreement”), through which the Company granted BHC exclusive, worldwide commercial and manufacturing rights to its EGP‑437 Combination Product in the field of ocular iontophoretic treatment for post-operative ocular inflammation and pain in ocular surgery patients (the “New Field”). Under the New BHC Agreement, BHC paid the Company an initial upfront payment of $4.0 million, and the Company was eligible to receive milestone payments totaling up to approximately $99.0 million, upon and subject to the achievement of certain specified developmental and commercial progress of the EGP-437 Combination Product for the New Field. In addition, the Company was eligible under the New BHC Agreement to receive royalties based on a specified percent of net sales of its EGP‑437 Combination Product for the New Field throughout the world, subject to adjustment in certain circumstances. BHC voluntarily terminated this license agreement effective March 14, 2019. The Company was previously a party to an exclusive worldwide license agreement with the University of Utah Research Foundation to further the commercial development of the NASH technology, together with alkylated HA. The agreement called for payments due to the University of Utah, consisting of a license grant fee of $15,000 due within 30 days of signing, and an annual licensing fee, initially $5,000, and escalating ratably up to $20,000 in 2021. On October 8, 2019, the Company provided written notice to terminate this agreement effective 120 days from this written notice, or February 5, 2020. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefit Plans | |
Employee Benefit Plans | 12. Employee Benefit Plans The Company has an employee benefit plan for its United States-based employees under Section 401(k) of the Internal Revenue Code. The Plan allows all eligible employees to make contributions up to a specified percentage of their compensation. Under the Plan, the Company may, but is not obligated to, match a portion of the employee contribution up to a defined maximum. As a result of the 401(k) plan compliance review for the year ended December 31, 2018, the Company contributed approximately $29,700 to eligible employees. The Company has accrued an estimate of approximately $36,000 for contributions likely due as a result of the 401(k) plan compliance review for the year ended December 31, 2019. The Company made no matching contribution for each of the twelve months ending December 31, 2019 and 2018. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Event | |
Subsequent Event | 13.Subsequent Event On January 3, 2020, the Company completed a registered direct offering for 500,000 shares of Common Stock with a purchase price of $10.00 per share. The total net proceeds to the Company from the offering were approximately $4.5 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries, EyeGate Pharma S.A.S. and Jade Therapeutics, Inc. (“Jade”) (effective March 7, 2016 when the Company acquired all of the capital stock of Jade), collectively referred to as “the Company”. All inter-company balances and transactions have been eliminated in consolidation. These Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Reverse Stock Split On August 9, 2019, the Board of Directors approved a 1-for-15 reverse stock split of the Company’s outstanding common stock, effective August 30, 2019. Accordingly, all shares and per share amounts were retroactively adjusted to reflect this reverse stock split. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of expenses during the reporting periods. The Company makes significant estimates and assumptions in recording the accruals for our clinical trial and research activities, establishing the useful lives of intangible assets and property and equipment, conducting impairment reviews of long-lived assets , revenue recognition, stock-based compensation, and contingent considerations payable. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Although the Company monitors and regularly assesses these estimates, actual results could differ significantly from these estimates. The Company records changes in estimates in the period that it becomes aware of the change. |
Foreign Currency Translation | Foreign Currency Translation Operations of EyeGate Pharma S.A.S. are conducted in euros which represent its functional currency. Balance sheet accounts of such subsidiary were translated into U.S. dollars at the exchange rate in effect at the balance sheet date and income statement accounts were translated to the average rate of exchange prevailing during the period. Translation adjustments resulting from this process, are included in accumulated other comprehensive loss on the Consolidated Balance Sheets. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with a maturity of 90 days or less when acquired that are not restricted as to withdrawal, to be the equivalent of cash for the purpose of balance sheet and statement of cash flows presentation. The Company invests its cash in either U.S. government or treasury money market funds with maturities of 90 days or less. As of December 31, 2019 and 2018, the Company has classified $45,000 and $45,000 as restricted cash, respectively. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the estimated useful life of 2 to 5 years for all assets. Maintenance and repair costs are expensed as incurred. The Company reviews its property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets might not be recoverable and recognizes an impairment loss when it is probable that the estimated cash flows are less than the carrying value of the asset. |
Impairment or Disposal of Long-Lived Assets, Policy | Impairment of Long-Lived Assets The Company evaluates potential impairment of long-lived assets and long-lived assets to be disposed of and considers whether long-lived assets held for use have been impaired whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable, or that the period of their recovery may have changed. Management makes significant estimates and assumptions regarding future sales, cost trends, productivity and market maturity in order to test for impairment. Management reports those long-lived assets to be disposed of and assets held for sale at the lower of carrying amount or fair value less cost to sell. Based on current facts, estimates and assumptions, management believes that no assets are impaired at December 31, 2019. There is no assurance that management’s estimates and assumptions will not change in future periods. |
Research and Development Expenses | Research and Development Expenses The Company expenses research and development (“R&D”) expenditures as incurred. R&D expenses are comprised of costs incurred in performing R&D activities, including salaries, benefits, facilities, research-related overhead, sponsored research costs, contracted services, license fees, expenses related to generating, filing, and maintaining intellectual property and other external costs. Because the Company believes that, under its current process for developing its products, the viability of the products is essentially concurrent with the establishment of technological feasibility, no costs have been capitalized to date. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is the excess of the acquisition cost of a business over the fair value of the identifiable net assets acquired. Goodwill at December 31, 2019 and 2018 was $1,525,896, which solely consists of the goodwill acquired in the acquisition of Jade. Goodwill is not amortized and is tested for impairment on an annual basis in the fourth quarter of each fiscal year and whenever events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performed qualitative impairment evaluations on its goodwill as of December 31, 2019 and determined that there were no indications that goodwill was impaired. |
In-process Research and Development | In-Process Research and Development The Company records in-process R&D projects acquired in asset acquisitions that have not reached technological feasibility and which have no alternative future use. For in-process R&D projects acquired in business combinations, the Company capitalizes the in-process R&D project and periodically evaluates this asset for impairment until the R&D process has been completed. Once the R&D process is complete, the Company amortizes the R&D asset over its remaining useful life. At December 31, 2019 and 2018 there is $3,912,314 of in-process R&D, as part of intangible asset and in-process R&D on the Consolidated Balance Sheets. |
Intangible Assets | Intangible Assets The Company records intangible assets acquired in asset acquisitions of proprietary technology. The Company capitalizes intangible assets, amortizes them over the estimated useful life, and periodically evaluates the assets for impairment. At December 31, 2019 and 2018 there is $218,750 and $243,750, respectively, of net intangible assets, as part of intangible assets and in-process R&D, net on the Consolidated Balance Sheets. |
Accrued Clinical Expenses | Accrued Clinical Expenses As part of our process of preparing the Consolidated Financial Statements, the Company is required to estimate its accrued expenses. This process includes reviewing open contracts and purchase orders, communicating with its applicable personnel to identify services that have been performed on its behalf and estimating the level of service performed and the associated costs incurred for the service when the Company has not yet been invoiced or otherwise notified of actual costs. The majority of the Company’s service providers invoice monthly in arrears for services performed. The Company makes estimates of its accrued expenses as of each balance sheet date in the financial statements based on facts and circumstances known at the time. The Company periodically confirms the accuracy of these estimates with the service providers and makes adjustments if necessary. |
Business Segment and Geographical Information | Business Segment and Geographical Information The Company identifies operating segments as components of the enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as fully integrated and operating in one business segment (research and development), and the Company operates in one geographic segment. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company will record a deferred income tax asset and liability for the expected future income tax consequences of events that have been recognized in the Company’s Consolidated Financial Statements and income tax returns. The Company will record a deferred income tax asset and liability based on differences between the financial statement carrying, or “book”, amounts of assets and liabilities, and the tax bases of the assets and liabilities using the enacted income tax regulations in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred income tax asset will be recorded if, based on the weight of available evidence, it is more likely than not that some or all of the deferred income tax assets will not be realized. As of December 31, 2019 and 2018, all of the Company’s net deferred income tax assets were subject to a full valuation allowance. As of December 31, 2019 and 2018, the Company has a net deferred tax liability of $365,364 and $269,968, respectively. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. As of December 31, 2019, the Company had no unrecognized uncertain income tax positions. |
Income Tax Uncertainties, Policy [Policy Text Block] | Refundable Tax Credits for Research and Development EyeGate is entitled to receive refundable tax credits associated with its research and development expenses in France. These tax credits can be realized, upon request of the Company, in the form of a cash payment or credits against tax liabilities. The Company records the refundable tax credit as income in the year in which the research and development expenses are incurred. |
Concentration Of Credit Risk And Of balance sheet Risk Policy [Policy Text Block] | Concentration of Credit Risk and Off-Balance-Sheet Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company invests cash in accredited financial institutions and cash equivalents in widely held money market funds. Consequently, such funds are subject to minimal credit risk. The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in stockholders’ equity (deficit) during a period from transactions, and other events and circumstances from non-owner sources. The foreign currency translation adjustments are the Company’s only component of other comprehensive loss. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation represents the cost related to stock-based awards granted to employees and others. The Company measures stock-based compensation cost to employees at grant date, based on the estimated fair value of the award, and recognizes the cost as expense on a straight-line basis over the employee requisite service period. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The Company recognizes compensation expense for non-employee stock option grants at the fair value of the goods or services received or the equity instruments issued, whichever is more reliably measurable. The Company recorded compensation expense for non-employee awards with graded vesting using the accelerated expense attribution method. The Company’s policy is to record forfeitures as they occur. |
Net Loss per Share - Basic and Diluted | Net Loss per Share - Basic and Diluted Basic and diluted net loss per share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding for the period, which, for basic net loss per share, does not include unvested restricted common stock that has been issued but is subject to forfeiture of 50,187 shares for the year ended December 31, 2019 and 121,478 shares for the year ended December 31, 2018. Dilutive common equivalent shares consist of stock options, warrants, and preferred stock and are calculated using the treasury stock method, which assumes the repurchase of common shares at the average market price during the period. Under the treasury stock method, options and warrants will have a dilutive effect when the average price of common stock during the period exceeds the exercise price of options or warrants. Common equivalent shares do not qualify as participating securities. In periods where the Company records a net loss, unvested restricted common stock and potential common stock equivalents are not included in the calculation of diluted net loss per share as their effect would be anti-dilutive. Potential common shares not included in calculating diluted net loss per share are as follows: Year Ended December 31, 2019 2018 Common Stock Warrants 2,875,006 2,722,967 Employee Stock Options 174,175 138,324 Preferred Stock 852,500 852,500 Total Shares of Common Stock Issuable 3,901,681 3,713,791 |
Related Party Transactions | Related-Party Transactions The Company has entered into certain related-party transactions, making payments for services to two vendors, eleven consultants and two public universities, all of whom also are stockholders of the Company. These transactions generally are ones that involve a stockholder or option holder of the Company to whom the Company also makes payments during the year, typically as a consultant or a service provider. The Company made payments related to clinical trial services to one vendor in the amount of approximately $978,000 during the year ended December 31, 2019. Additionally, on October 2, 2019, the Company completed a private placement of 600,000 shares of Common Stock and warrants to purchase up to 600,000 shares of Common Stock to an affiliate of Armistice Capital, LLC, with a combined purchase price per share and warrant of $3.125. Steven J. Boyd and Keith Maher, each of whom are members of our board of directors, are affiliates of Armistice Capital, LLC, and Mr. Boyd holds voting and investment power over such entity. The total gross proceeds from the private placement were approximately $1.9 million. Except as described above, the amounts recorded or paid to related parties are not material to the accompanying Consolidated Financial Statements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of Accounts Payable approximate their fair values due to the short-term nature of these items. As of December 31, 2019 and December 31, 2018, the fair value of the Company’s contingent consideration was $1,710,000 and $1,210,000, respectively. The Company evaluates the present value of this earn-out payment on a quarterly basis and as a result of the 2019 fourth quarter assessment of the EyeGate OBG product, taking into consideration discount factors and the probability of FDA approval, recorded an increase of $500,000 to the present value of contingent consideration for the year ended December 31, 2019. At December 31, 2019 and December 31, 2018, the Company had no other assets or liabilities that are subject to fair value methodology and estimation in accordance with U.S. GAAP. |
Revenue Recognition | Revenue Recognition The Company’s revenues are generated primarily through arrangements which generally contain multiple elements, or deliverables, including licenses and R&D activities to be performed by the Company on behalf of the licensor or grantor. Payments to EyeGate under these arrangements typically include one or more of the following: (1) nonrefundable, upfront license fees, (2) funding of discovery research efforts on a full-time equivalent basis, (3) reimbursement of research, development and intellectual property costs, (4) milestone payments, and (5) royalties on future product sales. On July 9, 2015, the Company entered into an exclusive, worldwide licensing agreement with a subsidiary of Bausch Health Companies, Inc. (“BHC”), through which the Company granted to BHC an exclusive, worldwide commercial and manufacturing right to the Company’s EGP‑437 Combination Product in the field of anterior uveitis, as well as a right of last negotiation to license its EGP‑437 Combination Product for indications other than anterior uveitis (the “BHC Agreement”). Under the BHC Agreement, BHC paid to the Company an initial upfront payment of $1.0 million and the Company was eligible to receive milestone payments totaling up to $32.5 million, upon and subject to the achievement of certain specified development and commercial progress of the EGP‑437 Combination Product for the treatment of anterior uveitis. The Company received milestone payments totaling $5.4 million. The Company received payments both when it crossed certain thresholds on the way to each milestone, as well as once it achieved each milestone. The Company is entitled to retain all of these payments. Effective March 14, 2019, this license agreement was voluntarily terminated by BHC reinstating to the Company all of the rights and privileges of the EGP-437 platform. Upon termination of this agreement, all amounts remaining in deferred revenue were recognized as revenue, as the Company no longer had any remaining performance obligations. On February 21, 2017, the Company entered into another exclusive, worldwide licensing agreement with a subsidiary of BHC (the “New BHC Agreement”), through which the Company granted BHC exclusive, worldwide commercial and manufacturing rights to its EGP‑437 Combination Product in the field of ocular iontophoretic treatment for post-operative ocular inflammation and pain in ocular surgery patients (the “New Field”). Under the New BHC Agreement, BHC paid the Company an initial upfront payment of $4.0 million, and the Company was eligible to receive milestone payments totaling up to approximately $99.0 million, upon and subject to the achievement of certain specified developmental and commercial progress of the EGP-437 Combination Product for the New Field. The Company received milestone payments totaling $3.4 million. The Company received payments both when it crossed certain thresholds on the way to each milestone, as well as once it achieved each milestone. The Company is entitled to retain all of these payments. Effective March 14, 2019, this license agreement was voluntarily terminated by BHC reinstating to the Company all of the rights and privileges of the EGP-437 platform. Upon termination of this agreement, all amounts remaining in deferred revenue were recognized as revenue, as the Company no longer had any remaining performance obligations. In May 2014, the FASB issued ASU No. 2014‑09, Revenues from Contracts with Customers (“Topic 606”), as subsequently amended, that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most recent revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard was effective for public companies for years ending after December 15, 2017, with early adoption permitted. The Company adopted the new standard on January 1, 2018, using the modified retrospective method, which resulted in a cumulative effect adjustment in the amount of $9.5 million to beginning 2018 accumulated deficit and to deferred and unbilled revenue for the BHC contracts impacted by the adoption of the new standard. The changes to the method and/or timing of the Company’s revenue recognition associated with the adoption of the new standard primarily relate to the determination that there is one performance obligation in each contract with BHC and that the license combined with the R&D services is the performance obligation. The Company recognizes revenue when its customer obtains control of promised services, in an amount that reflects the consideration which the Company expects to receive in exchange for those services. To determine whether arrangements are within the scope of this new guidance, the Company performs the following five steps: (i) identifies the contract with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when (or as) the Company satisfies its performance obligation. The Company applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Upon adoption of ASU No. 2014‑09, the Company recognizes revenue from the transaction price applied to each single performance obligation over time as milestones are reached for each performance obligation. The Company only recognizes revenue on those milestones that are within the Company’s control and any constrained variable consideration that requires regulatory approval will only be included in the transaction price when performance is complete. The below table represents the changes in the Company’s contract assets and contract liabilities: December 31, December 31, 2019 2018 Contract Liabilities: Deferred Revenue $ (2,686,000) $ 2,686,000 Twelve Months Ended December 31, 2019 Revenue recognized in the period from: Amounts included in contract liability at the beginning of the period $ 2,686,000 In addition, the Company may receive government grant funds for specified ocular therapeutic research activities. Revenue under these grants will be recorded when the Company performs the activities specified by the terms of each grant and is entitled to the funds. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016‑02, Leases , which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. Under ASU No. 2016‑02, lessees are required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and the right-to-use assets, which are asset that represents the lessee’s right to use or control the use of a specified asset for the lease term. The Company adopted the new standard effective January 1, 2019 using the modified retrospective method. As a result, the Company recorded right-of-use leased assets and corresponding liabilities of approximately $0.137 million on January 1, 2019. On January 26, 2017, the FASB issued ASU No. 2017‑04, Intangibles — Goodwill and Other , which simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. Entities will be required to disclose the amount of goodwill at reporting units with zero or negative carrying amounts. The new standard was effective for the Company on January 1, 2020 and is required to be applied prospectively . The Company has evaluated the effect of the new guidance and adopted ASU No. 2017-04 effective January 1, 2020. The adoption of this standard will not have a material impact on the Company’s Consolidated Financial Statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The new guidance is effective for smaller reporting companies in fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company does not expect the adoption of this standard to have a material effect on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of unvested restricted common stock and potential common stock equivalents are not included in the calculation of diluted net loss per share | Year Ended December 31, 2019 2018 Common Stock Warrants 2,875,006 2,722,967 Employee Stock Options 174,175 138,324 Preferred Stock 852,500 852,500 Total Shares of Common Stock Issuable 3,901,681 3,713,791 |
Schedule of changes in the contract liabilities | December 31, December 31, 2019 2018 Contract Liabilities: Deferred Revenue $ (2,686,000) $ 2,686,000 Twelve Months Ended December 31, 2019 Revenue recognized in the period from: Amounts included in contract liability at the beginning of the period $ 2,686,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment | |
Schedule of property and equipment | Estimated Useful Life (Years) 2019 2018 Laboratory Equipment 3 $ 62,576 $ 62,576 Office Furniture 5 14,430 14,430 Leasehold Improvements 2 22,569 22,569 Total Property and Equipment, Gross 99,575 99,575 Less Accumulated Depreciation 82,729 56,057 Total Property and Equipment, Net $ 16,846 $ 43,518 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Expenses | |
Schedule of accrued expenses | December 31, 2019 2018 Payroll and Benefits $ 598,327 $ 722,178 Professional Fees 259,606 165,894 Clinical Trials 254,144 212,540 Consulting 8,403 9,401 Short-Term Portion of Capital Lease Obligation — 4,715 Total Accrued Expenses $ 1,120,480 $ 1,114,728 |
Intangible Assets and In-Proc_2
Intangible Assets and In-Process R&D (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets and In-Process R&D | |
Schedule of intangible assets and in-process R&D | Estimated Useful Life (Years) 2019 2018 Trade Secrets 10 $ 250,000 $ 250,000 Less: Accumulated Amortization (31,250) (6,250) Intangible Assets, Net 218,750 243,750 In-Process R&D 3,912,314 3,912,314 Total Intangible Assets and In-Process R&D, Net $ 4,131,064 $ 4,156,064 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Warrants | |
Schedule of warrant activity | Weighted Weighted Average Average Number of Exercise Remaining Awards Price Term in Years Outstanding at December 31, 2017 630,415 $ 48.90 4.23 Issued 2,343,777 1 4.80 3 4.30 Exercised (251,225) 4.80 4.30 Outstanding at December 31, 2018 2,722,967 $ 15.00 4.05 Issued 600,000 2 3.13 3 4.76 Exercised (447,961) 4.80 3.30 Outstanding at December 31, 2019 2,875,006 $ 14.14 3.37 1 Consists of 2,343,777 warrants to purchase 2,343,777 shares of Common Stock issued in connection with the Company's public offering on April 17, 2018. 2 Consists of 600,000 warrants to purchase 600,000 shares of Common Stock issued in connection with the Company's private placement with an affiliate of Armistice Capital, LLC on October 2, 2019. 3 Warrant exercise price for a full share of Common Stock. |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity Incentive Plan | |
Schedule of stock option activity | Weighted- Weighted-Average Average Contractual Life Number of Options Exercise Price (In Years) Outstanding at December 31, 2017 127,310 $ 38.14 5.83 Granted 27,687 8.55 Expired (10,526) 25.76 Forfeited (6,147) 15.44 Outstanding at December 31, 2018 138,324 $ 34.17 5.95 Granted 49,994 7.20 Expired (9,274) 28.58 Forfeited (4,869) 9.19 Outstanding at December 31, 2019 174,175 $ 27.42 Exercisable at December 31, 2019 117,534 $ 36.78 Vested and Expected to Vest at December 31, 2019 174,175 $ 27.42 |
Schedule of weighted average assumptions | 2019 2018 Risk-Free Interest Rate 1.82 % 1.82 % Expected Life 5.00 years 8.01 years Expected Volatility 152 % 158 % Expected Dividend Yield 0 % 0 % |
Schedule of restricted stock activity | Weighted-Average Weighted-Average Number of Grant Date Fair Remaining Shares Value Recognition Period Non-vested Outstanding at December 31, 2017 6,865 $ 22.81 Awarded 125,989 8.55 Vested (4,152) 22.81 Forfeited (7,224) 9.00 Non-vested Outstanding at December 31, 2018 121,478 8.84 2.25 Vested (63,632) 9.00 Forfeited (7,659) 8.86 Non-vested Outstanding at December 31, 2019 50,187 $ 8.64 1.49 |
Schedule of stock-based compensation expense | Year Ended December 31, 2019 2018 Research and Development $ 203,512 $ 255,505 General and Administrative 648,718 619,782 Total Stock-Based Compensation Expense $ 852,230 $ 875,287 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of components of loss before income taxes | Year Ended December 31, 2019 2018 Domestic $ (7,523,695) $ (11,242,646) Foreign 522,395 517,268 Total Loss Before Income Taxes $ (7,001,300) $ (10,725,378) |
Schedule of components of income tax expense | Year Ended December 31, 2019 2018 Deferred Taxes: Federal $ (4,182) $ 1,814 State 99,578 84,231 Total Deferred Taxes $ 95,396 $ 86,045 Income Tax Expense $ 95,396 $ 86,045 |
Schedule of effective income tax rate reconciliation | Year Ended December 31, 2019 2018 United States Federal Income Tax Rate 21.00 % 21.00 % State Taxes, Net of Federal Benefit 13.82 (0.38) Permanent Differences (4.18) (1.48) Change in Valuation Allowance (37.40) 3.88 Research and Development Credits 6.53 1.06 Tax Rate Differential (1.15) (1.33) Topic 606 Adoption — (20.90) Stock-Based Compensation 0.45 0.00 Other (0.43) (2.65) Effective Tax Rate Expense (1.36) % (0.80) % |
Schedule of deferred tax assets and liabilities | Year Ended December 31, 2019 2018 Net Deferred Tax Liability: Net Operating Loss Carryforwards $ 15,230,646 $ 13,601,705 Research and Development Credit Carryforwards 2,594,055 2,124,949 Capitalized Research and Development 6,521,705 5,861,675 Stock-Based Compensation 814,438 639,729 Depreciation and Amortization 170 (3,217) Cash Versus Accrual Adjustments 1,738,482 2,069,985 Total Deferred Tax Assets 26,899,496 24,294,826 Valuation Allowance (26,278,147) (23,659,844) Net Deferred Tax Asset 621,349 634,982 In-Process Research and Development (986,713) (904,950) Net Deferred Tax Liability $ (365,364) $ (269,968) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Schedule of maturities of lease Liabilities | Maturities of lease liabilities were as follows as of December 31, 2019: Operating Leases Year Ending December 31, 2020 $ 86,390 Less: Imputed Interest (2,464) Lease Liabilities $ 83,926 |
Organization, Business, and L_2
Organization, Business, and Liquidity (Details) - USD ($) | Jan. 03, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 13, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||
Common Stock, Shares, Outstanding | 4,077,755 | 3,038,592 | ||
Cash and Cash Equivalents, at Carrying Value | $ 3,776,712 | $ 8,004,237 | ||
Retained Earnings (Accumulated Deficit) | (100,246,894) | (93,150,198) | ||
Securities Registering with SEC, Value | $ 50,000,000 | |||
Stock Issued During Period, Value, New Issues | $ 1,777,918 | $ 10,108,762 | ||
Series A Preferred Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Series B Preferred Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Preferred Stock, Shares Outstanding | 0 | |||
Series C Preferred Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Preferred Stock, Shares Outstanding | 4,092 | |||
Stock Issued During Period, Value, New Issues | $ 65 | |||
Subsequent Event [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock Issued During Period, Value, New Issues | $ 4,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Net Loss per Share - Basic and Diluted (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Shares of Potential Common Stock Equivalents | 3,901,681 | 3,713,791 |
Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Shares of Potential Common Stock Equivalents | 2,875,006 | 2,722,967 |
Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Shares of Potential Common Stock Equivalents | 852,500 | 852,500 |
Employee Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Shares of Potential Common Stock Equivalents | 174,175 | 138,324 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Changes in the contract assets and contract liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Contract with Customer, Liability [Abstract] | ||
Contract with Customer, Liability, Revenue Recognized | $ 2,686,000 | |
Deferred Revenue | ||
Contract with Customer, Liability [Abstract] | ||
Deferred Revenue | $ (2,686,000) | $ 2,686,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Oct. 02, 2019 | Apr. 17, 2018 | Feb. 21, 2017 | Jul. 09, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | Jan. 01, 2018 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 3,912,314 | $ 3,912,314 | ||||||
Intangible Assets And In process Research And Development | 218,750 | 243,750 | ||||||
Restricted Cash and Cash Equivalents, Noncurrent | 45,000 | 45,000 | ||||||
Goodwill | 1,525,896 | 1,525,896 | ||||||
Deferred Tax Liabilities, Net | 365,364 | 269,968 | ||||||
Money Market Funds Fair Value | $ 1,710,000 | $ 1,210,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 50,187 | 121,478 | ||||||
Share Purchase Price Of Common Stock And Warrant | $ 3.125 | |||||||
Contingent Consideration Funds Fair Value | $ 500,000 | |||||||
Other assets or liabilities that are subject to fair value methodology and estimation | 0 | $ 0 | ||||||
Contract with Customer, Liability, Revenue Recognized | 2,686,000 | |||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 9,500,000 | |||||||
Class Of Warrant Or Right Number Of Warrant Issued | 600,000 | 2,343,777 | ||||||
Stock Issued During Period, Shares, New Issues | 600,000 | 2,343,777 | ||||||
Payments to Clinical Trial Services | 978,000 | |||||||
Proceeds from Issuance of Private Placement | $ 1,900,000 | |||||||
Right of use Assets Beginning Balance | $ 137,000 | |||||||
Maximum [Member] | ||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||
Minimum [Member] | ||||||||
Property, Plant and Equipment, Useful Life | 2 years | |||||||
New Valeant Agreement | ||||||||
Revenues Recognition Milestone Method Description | Company was eligible to receive milestone payments totaling up to approximately $99.0 million, upon and subject to the achievement of certain specified developmental and commercial progress of the EGP-437 Combination Product for the New Field | |||||||
Proceeds From Upfront Payment | $ 4,000,000 | $ 1,000,000 | ||||||
Contract with Customer, Liability, Revenue Recognized | 99,000,000 | 32,500,000 | ||||||
Revenue Recognition Milestone Payments | $ 3,400,000 | $ 5,400,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment, Gross | $ 99,575 | $ 99,575 |
Less: Accumulated Depreciation | 82,729 | 56,057 |
Total Property and Equipment, Net | 16,846 | 43,518 |
Laboratory Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment, Gross | $ 62,576 | 62,576 |
Property, Plant and Equipment, Useful Life | 3 years | |
Office Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment, Gross | $ 14,430 | 14,430 |
Property, Plant and Equipment, Useful Life | 5 years | |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment, Gross | $ 22,569 | $ 22,569 |
Property, Plant and Equipment, Useful Life | 2 years |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property and Equipment | ||
Depreciation | $ 26,672 | $ 32,233 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Expenses | ||
Payroll and Benefits | $ 598,327 | $ 722,178 |
Professional Fees | 259,606 | 165,894 |
Clinical Trials | 254,144 | 212,540 |
Consulting | 8,403 | 9,401 |
Short-Term Portion of Capital Financing Obligation | 4,715 | |
Total Accrued Expenses | $ 1,120,480 | $ 1,114,728 |
Intangible Assets and In-Proc_3
Intangible Assets and In-Process R&D (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets and In-Process R&D | ||
Trade Secrets | $ 250,000 | $ 250,000 |
Less: Accumulated Amortization | (31,250) | (6,250) |
Intangible Assets, Net | 218,750 | 243,750 |
In-Process R&D | 3,912,314 | 3,912,314 |
Total Intangible Assets and In-Process R&D, Net | $ 4,131,064 | $ 4,156,064 |
Estimated Useful Life (Years) | 10 years |
Intangible Assets and In-Proc_4
Intangible Assets and In-Process R&D - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 26, 2018 | |
Intangible Assets, Net (Excluding Goodwill) | $ 4,131,064 | $ 4,156,064 | |
Amortization of Intangible Assets | 25,000 | $ 6,250 | |
SentrX Animal Care Inc | |||
Intangible Assets, Net (Excluding Goodwill) | 250,000 | $ 250,000 | |
Intangible Assets Expected Milestone Payable | $ 4,750,000 | $ 4,750,000 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | Oct. 02, 2019 | Apr. 30, 2018 | Apr. 23, 2018 | Apr. 18, 2018 | Apr. 17, 2018 | Jun. 14, 2017 | May 24, 2016 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||||||
Common Stock, Shares Authorized | 120,000,000 | 120,000,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||||
Common Stock, Shares, Outstanding | 4,077,755 | 3,038,592 | |||||||
Preferred Stock, Shares Authorized | 9,994,184 | 9,994,184 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||||
Stock Issued During Period, Shares, New Issues | 600,000 | 2,343,777 | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,361,750 | 88,666 | |||||||
Proceeds from Issuance or Sale of Equity | $ 10,100,000 | $ 8,800,000 | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 87,952 | ||||||||
Proceeds from Issuance of Common Stock | $ 1,777,918 | $ 10,108,762 | |||||||
Share Price | $ 22.50 | ||||||||
Class Of Warrant Or Right Number Of Warrant Issued | 600,000 | 2,343,777 | |||||||
Stock Issued During Period, Shares, New Issues | 600,000 | 2,343,777 | |||||||
Share Purchase Price Of Common Stock And Warrant | $ 3.125 | ||||||||
Proceeds from Issuance of Private Placement | $ 1,900,000 | ||||||||
Restricted Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 125,989 | ||||||||
Warrant | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant Term | 5 years | 5 years | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.80 | $ 22.50 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,343,750 | 444,443 | |||||||
Share Price | $ 4.80 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 982,000 | 355,777 | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 217,583 | 291,667 | |||||||
Stock Issued During Period, Shares, New Issues | 982,000 | 355,777 | |||||||
Series A Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, Shares Issued | 0 | 0 | |||||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||||
Common Stock, Other Shares, Outstanding | 0 | ||||||||
Preferred Stock Designated Shares | 3,750 | 3,750 | |||||||
Series B Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 1,995 | ||||||||
Preferred Stock, Shares Issued | 0 | 0 | |||||||
Preferred Stock, Shares Outstanding | 0 | ||||||||
Common Stock, Other Shares, Outstanding | 0 | ||||||||
Preferred Stock Designated Shares | 10,000 | 10,000 | |||||||
Stock Issued During Period, Shares, New Issues | 1,995 | ||||||||
Series C Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 6,536.4 | 6,536 | |||||||
Preferred Stock, Shares Issued | 4,092 | ||||||||
Preferred Stock, Shares Outstanding | 4,092 | ||||||||
Conversion of Stock, Shares Converted | 1,044.4 | 1,044.4 | 1,044.4 | 1,400 | |||||
Common Stock, Other Shares, Outstanding | 852,500 | ||||||||
Preferred Stock Designated Shares | 10,000 | ||||||||
Stock Issued During Period, Shares, New Issues | 6,536.4 | 6,536 |
Warrants (Details)
Warrants (Details) - $ / shares | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding at beginning of year | 121,478 | |||
Outstanding at end of year | 121,478 | 50,187 | 121,478 | |
Weighted Average Remaining Term in Years, Outstanding | 2 years 3 months | |||
Warrant | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding at beginning of year | 2,722,967 | 630,415 | ||
Number of Shares Awarded | 600,000 | 2,343,777 | ||
Exercised | 447,961 | 251,225 | ||
Outstanding at end of year | 2,722,967 | 2,875,006 | 2,722,967 | 630,415 |
Weighted Average Exercise Price, Outstanding at beginning of year | $ 15 | $ 48.90 | ||
Weighted Average Exercise Price, Issued | $ 3.13 | $ 4.80 | ||
Weighted Average Exercise Price, Exercised | 4.80 | 4.80 | ||
Weighted Average Exercise Price, Outstanding at end of year | $ 15 | $ 14.14 | $ 15 | $ 48.90 |
Weighted Average Remaining Term in Years, Outstanding | 3 years 4 months 13 days | 4 years 18 days | 4 years 2 months 23 days | |
Weighted Average Remaining Term in Years, Issued | 4 years 9 months 4 days | 4 years 3 months 18 days | ||
Weighted Average Remaining Term in Years, Exercised | 3 years 3 months 18 days | 4 years 3 months 18 days |
Warrants - Additional Informati
Warrants - Additional Information (Details) - shares | Oct. 02, 2019 | Apr. 17, 2018 |
Warrants | ||
Class Of Warrant Or Right Number Of Warrant Issued | 600,000 | 2,343,777 |
Stock Issued During Period, Shares, New Issues | 600,000 | 2,343,777 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity Incentive Plan | |||
Number of Options, Outstanding at beginning of year | 138,324 | 127,310 | |
Number of Options, Granted | 49,994 | 27,687 | |
Number of Options, Expired | (9,274) | (10,526) | |
Number of Options, Forfeited | (4,869) | (6,147) | |
Number of Options, Outstanding at end of year | 174,175 | 138,324 | 127,310 |
Number of Options, Exercisable at end of year | 117,534 | ||
Number of Options, Vested and expected to vest at end of year | 174,175 | ||
Weighted- Average Exercise Price, Outstanding at beginning of year | $ 34.17 | $ 38.14 | |
Weighted- Average Exercise Price, Granted | 7.20 | 8.55 | |
Weighted- Average Exercise Price, Expired | 28.58 | 25.76 | |
Weighted- Average Exercise Price, Forfeited | 9.19 | 15.44 | |
Weighted- Average Exercise Price, Outstanding at end of year | 27.42 | $ 34.17 | $ 38.14 |
Weighted- Average Exercise Price, Exercisable at end of year | 36.78 | ||
Weighted- Average Exercise Price, Vested and expected to vest at end of year | $ 27.42 | ||
Weighted-Average Contractual Life (In Years), Outstanding | 6 years 2 months 19 days | 5 years 11 months 12 days | 5 years 9 months 29 days |
Weighted-Average Contractual Life (In Years), Exercisable at end of year | 5 years 2 months 5 days | ||
Weighted-Average Contractual Life (In Years), Vested and expected to vest at end of year | 6 years 2 months 19 days |
Equity Incentive Plan - Weighte
Equity Incentive Plan - Weighted-Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity Incentive Plan | ||
Risk-Free Interest Rate | 1.82% | 1.82% |
Expected Life | 8 years 4 days | 7 years 3 months |
Expected Volatility | 152.00% | 158.00% |
Expected Dividend Yield | 0.00% | 0.00% |
Equity Incentive Plan - Restric
Equity Incentive Plan - Restricted Stock Activity (Details) - $ / shares | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Outstanding at beginning of year | 121,478 | |||
Number of Shares Forfeited | (79) | |||
Outstanding at end of year | 121,478 | 50,187 | 121,478 | |
Weighted- Average Remaining Recognition Period Nonvested Outstanding | 2 years 3 months | |||
Restricted Stock | ||||
Outstanding at beginning of year | 121,478 | 6,865 | ||
Number of Shares Awarded | 125,989 | |||
Number of Shares Vested | (63,632) | (4,152) | ||
Number of Shares Forfeited | (7,659) | (7,224) | ||
Outstanding at end of year | 121,478 | 50,187 | 121,478 | |
Weighted- Average Grant Date Fair Value Outstanding at beginning of year | $ 8.84 | $ 22.81 | ||
Weighted- Average Grant Date Fair Value Awarded | 8.55 | |||
Weighted- Average Grant Date Fair Value Vested | 9 | 22.81 | ||
Weighted- Average Grant Date Fair Value Forfeited | 8.86 | 9 | ||
Weighted- Average Grant Date Fair Value Outstanding at end of year | $ 8.84 | $ 8.64 | $ 8.84 | $ 22.81 |
Weighted- Average Remaining Recognition Period Nonvested Outstanding | 1 year 5 months 27 days |
Equity Incentive Plan - Stock-b
Equity Incentive Plan - Stock-based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table] | ||
Total Stock-Based Compensation Expense | $ 852,230 | $ 875,287 |
Research and Development | ||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table] | ||
Total Stock-Based Compensation Expense | 203,512 | 255,505 |
General and Administrative | ||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table] | ||
Total Stock-Based Compensation Expense | $ 648,718 | $ 619,782 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 627,000 | $ 1,236,000 | ||
Fair value of options granted | $ 355,000 | $ 212,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 7 months 13 days | 2 years 3 months 7 days | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding And Exercisable Intrinsic Value | $ 32,000 | $ 0 | ||
Excess Stock, Shares Authorized | 59,414 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 7.11 | $ 8.33 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 79 | |||
Number of Options, Granted | 49,994 | 27,687 | ||
Equity Incentive Plan 2014 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 125,989 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | |||
ESPP [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 7,806 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 11,371 | |||
2014 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 288,690 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 559,339 | 559,339 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 23,333 | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Fair value of options granted | $ 0 | $ 1,049,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 7,659 | 7,224 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 125,989 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | ||
Domestic | $ (7,523,695) | $ (11,242,646) |
Foreign | 522,395 | 517,268 |
Total | $ (7,001,300) | $ (10,725,378) |
Income Taxes - Components of in
Income Taxes - Components of income tax expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Taxes | ||
Federal | $ (4,182) | $ 1,814 |
State | 99,578 | 84,231 |
Total Deferred Taxes | 95,396 | 86,045 |
Income Tax Benefit | $ 95,396 | $ 86,045 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of effective tax rate (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | ||
United States Federal Income Tax Rate | 21.00% | 21.00% |
State Taxes, Net of Federal Benefit | 13.82% | (0.38%) |
Permanent Differences | (4.18%) | (1.48%) |
Change in Valuation Allowance | (37.40%) | 3.88% |
Research and Development Credits | 6.53% | 1.06% |
Tax Rate Differential | (1.15%) | (1.33%) |
Topic 606 Adoption | (20.90%) | |
Stock-Based Compensation | 0.45% | 0.00% |
Other | (0.43%) | (2.65%) |
Effective Tax Rate (Expense) Benefit | (1.36%) | (0.80%) |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Net Deferred Tax Liability | ||
Net Operating Loss Carryforwards | $ 15,230,646 | $ 13,601,705 |
Research and Development Credit Carryforwards | 2,594,055 | 2,124,949 |
Capitalized Research and Development | 6,521,705 | 5,861,675 |
Stock-Based Compensation | 814,438 | 639,729 |
Depreciation and Amortization | 170 | (3,217) |
Cash Versus Accrual Adjustments | 1,738,482 | 2,069,985 |
Total Deferred Tax Assets | 26,899,496 | 24,294,826 |
Valuation Allowance | (26,278,147) | (23,659,844) |
Net Deferred Tax Asset | 621,349 | 634,982 |
In-Process Research and Development | (986,713) | (904,950) |
Net Deferred Tax Liability | $ (365,364) | $ (269,968) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes | |||
Operating Loss Carryforwards, Expiration Period | 2039 | ||
Operating Loss Carryforwards | $ 638 | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 2,618 | $ (416) | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | |
Domestic Tax Authority [Member] | |||
Income Taxes | |||
Operating Loss Carryforwards | $ 59,013 | $ 46,055 | |
Tax Credit Carryforward, Amount | 2,171 | ||
Foreign Tax Authority [Member] | |||
Income Taxes | |||
Operating Loss Carryforwards | 1,565 | ||
Tax Credit Carryforward, Amount | 25 | ||
State and Local Jurisdiction [Member] | |||
Income Taxes | |||
Operating Loss Carryforwards | 41,088 | ||
Tax Credit Carryforward, Amount | $ 504 | ||
Research Tax Credit Carryforward [Member] | |||
Income Taxes | |||
Operating Loss Carryforwards, Expiration Period | 2039 |
Commitments and Contingencies -
Commitments and Contingencies - Maturities of Lease Liabilities (Details) | Dec. 31, 2019USD ($) |
Commitments and Contingencies | |
Year Ending December 31, 2020 | $ 86,390 |
Less: Imputed Interest | (2,464) |
Present Value of Lease Liabilities | $ 83,926 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) | Feb. 21, 2017USD ($) | Jul. 09, 2015USD ($) | Sep. 12, 2013USD ($) | Dec. 31, 2019USD ($)ft² | Dec. 31, 2018USD ($) | Dec. 31, 2005USD ($) | Sep. 26, 2018USD ($) | Jul. 06, 2016ft² |
Commitments and Contingencies [Line Items] | ||||||||
Area of Land | ft² | 2,300 | |||||||
Payments to Acquire Intangible Assets | $ 250,000 | |||||||
Lease Expiration Period | 12 years | |||||||
Contract with Customer, Liability, Revenue Recognized | $ 2,686,000 | |||||||
Intangible Assets, Net (Excluding Goodwill) | 4,131,064 | $ 4,156,064 | ||||||
License [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Cost of Goods and Services Sold | $ 30,000 | $ 12,500 | ||||||
Payment of annual fee | $ 50,000 | |||||||
Intangible Assets, Net (Excluding Goodwill) | 15,000 | |||||||
Minimum [Member] | License [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Intangible Assets Expected Milestone Payable | 5,000,000,000 | |||||||
Maximum [Member] | License [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Intangible Assets Expected Milestone Payable | $ 20,000 | |||||||
New Valeant Agreement | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Area of Land | ft² | 4,516 | |||||||
Proceeds From Upfront Payment | $ 4,000,000 | |||||||
Contract with Customer, Liability, Revenue Recognized | $ 99,000,000 | |||||||
Valeant Pharmaceuticals International Inc [Member] | Licensing Agreements [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Payments to Acquire Intangible Assets | $ 1,000,000 | |||||||
Proceeds from Sale of Intangible Assets | $ 32,500,000 | |||||||
SentrX Animal Care Inc | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Intangible Assets, Net (Excluding Goodwill) | $ 250,000 | $ 250,000 | ||||||
Intangible Assets Expected Milestone Payable | $ 4,750,000 | $ 4,750,000 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Employee Benefit Plans | ||
Defined Benefit Plan, Plan Assets, Contributions by Employer | $ 29,700 | |
Defined Benefit Plan Contributions by Employer Accrued | $ 36,000 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | Jan. 03, 2020 | Oct. 02, 2019 | Apr. 17, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 14, 2017 |
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 600,000 | 2,343,777 | ||||
Share Price | $ 22.50 | |||||
Proceeds from Issuance of Common Stock | $ 1,777,918 | $ 10,108,762 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 500,000 | |||||
Share Price | $ 10 | |||||
Proceeds from Issuance of Common Stock | $ 4,500,000 |