Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 11, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-36672 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-0443284 | |
Entity Address, Address Line One | 271 Waverley Oaks Road | |
Entity Address, Address Line Two | Suite 108 | |
Entity Address, City or Town | Waltham | |
Entity Address, Country | MA | |
Entity Address, Postal Zip Code | 02452 | |
City Area Code | 781 | |
Local Phone Number | 788-8869 | |
Document Period End Date | Jun. 30, 2021 | |
Entity Registrant Name | EYEGATE PHARMACEUTICALS, INC. | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,619,256 | |
Entity Central Index Key | 0001372514 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Trading Symbol | EYEG |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and Cash Equivalents | $ 3,663,224 | $ 1,185,677 |
Prepaid Expenses and Other Current Assets | 440,783 | 449,569 |
Other Receivables | 311,166 | 90,975 |
Total Current Assets | 4,415,173 | 1,726,221 |
Property and Equipment, Net | 83,682 | 30,566 |
Restricted Cash | 45,000 | 45,000 |
Goodwill | 3,484,607 | 3,484,607 |
Intangible Assets and In-Process R&D, Net | 9,717,664 | 9,730,164 |
Operating Lease Assets with Right-of-Use | 308,013 | 83,928 |
Other Assets | 45,921 | 57,073 |
Total Assets | 18,100,060 | 15,157,559 |
Current Liabilities: | ||
Accounts Payable | 292,319 | 434,763 |
Accrued Expenses | 974,065 | 1,289,261 |
Operating Lease Liabilities | 170,056 | 48,303 |
Total Current Liabilities | 1,436,440 | 1,772,327 |
Non-Current Liabilities: | ||
Contingent Consideration | 5,342,950 | 5,342,950 |
Deferred Tax Liability | 728,926 | 728,926 |
Paycheck Protection Program Loan | 278,190 | |
Non-Current Operating Lease Liabilities | 137,957 | 35,625 |
Total Non-Current Liabilities | 6,209,833 | 6,385,691 |
Total Liabilities | 7,646,273 | 8,158,018 |
Commitments and Contingencies (Note 10) | ||
Stockholders' Equity: | ||
Preferred Stock, $0.01 Par Value: 10,000,000 shares authorized; 3,750 designated Series A, 0 shares issued and outstanding at June 30, 2021 and December 31, 2020; 10,000 designated Series B, 0 shares issued and outstanding at June 30, 2021 and December 31, 2020; 10,000 shares designated Series C, 4,092 shares issued and outstanding at June 30, 2021 and December 31, 2020; 20,000 shares designated Series D, 46 shares issued and outstanding at June 30, 2021 and December 31, 2020 | 41 | 41 |
Common Stock, $0.01 Par Value: 50,000,000 shares authorized; 7,097,912 and 5,556,394 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 70,979 | 55,564 |
Additional Paid-In Capital | 123,786,856 | 115,283,572 |
Accumulated Deficit | (113,388,953) | (108,338,834) |
Accumulated Other Comprehensive Loss | (15,136) | (802) |
Total Stockholders' Equity | 10,453,787 | 6,999,541 |
Total Liabilities and Stockholders' Equity | $ 18,100,060 | $ 15,157,559 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 7,097,912 | 5,556,394 |
Common Stock, Shares, Outstanding | 7,097,912 | 5,556,394 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
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 | 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 |
Series D Preferred Stock | ||
Preferred Stock, Shares Issued | 46 | 46 |
Preferred Stock, Shares Outstanding | 46 | 46 |
Preferred Stock Designated Shares | 20,000 | 20,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Expenses: | ||||
Research and Development | $ 1,439,922 | $ 631,114 | $ 2,720,164 | $ 1,569,155 |
General and Administrative | 1,305,865 | 1,090,327 | 2,606,008 | 2,122,930 |
Total Operating Expenses | 2,745,787 | 1,721,441 | 5,326,172 | 3,692,085 |
Operating Loss Before Other Expense | (2,745,787) | (1,721,441) | (5,326,172) | (3,692,085) |
Other Income, Net: | ||||
Gain on Forgiveness of Loan | 278,190 | 278,190 | ||
Interest Income | 332 | 4,340 | 582 | 22,784 |
Interest Expense | (2,033) | (2,719) | ||
Total Other Income, Net | 276,489 | 4,340 | 276,053 | 22,784 |
Net Loss | $ (2,469,298) | $ (1,717,101) | $ (5,050,119) | $ (3,669,301) |
Net Loss Per Common Share - Basic and Diluted | $ (0.35) | $ (0.38) | $ (0.72) | $ (0.81) |
Weighted-Average Shares Outstanding - Basic and Diluted | 7,062,750 | 4,539,659 | 7,005,902 | 4,530,234 |
Net Loss | $ (2,469,298) | $ (1,717,101) | $ (5,050,119) | $ (3,669,301) |
Other Comprehensive Loss: | ||||
Foreign Currency Translation Adjustments | (24,807) | (22) | (14,334) | 166 |
Comprehensive Loss | $ (2,494,105) | $ (1,717,123) | $ (5,064,453) | $ (3,669,135) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock | Common StockPrivate Placement | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income/(Loss) | Accumulated Deficit | Total |
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 | 4,077,775 | |||||
Stock-Based Compensation | 342,971 | 342,971 | |||||
Issuance of Common Stock in Offerings, Net of Offering Costs | $ 5,000 | 4,496,313 | 4,501,313 | ||||
Issuance of Common Stock in Offerings, Net of Offering Costs (in shares) | 500,000 | ||||||
Issuance of Common Stock from Restricted Stock Award Grants | $ 490 | (490) | |||||
Issuance of Common Stock from Restricted Stock Award Grants (in shares) | 49,000 | ||||||
Foreign Currency Translation Adjustment | 166 | 166 | |||||
Net Loss | (3,669,301) | (3,669,301) | |||||
Balance at Jun. 30, 2020 | $ 41 | $ 46,268 | 111,527,859 | 139,631 | (103,916,195) | 7,797,604 | |
Balance (in shares) at Jun. 30, 2020 | 4,092 | 4,626,755 | |||||
Balance at Mar. 31, 2020 | $ 41 | $ 46,268 | 111,330,808 | 139,653 | (102,199,094) | 9,317,676 | |
Balance (in shares) at Mar. 31, 2020 | 4,092 | 4,626,755 | |||||
Stock-Based Compensation | 197,051 | 197,051 | |||||
Foreign Currency Translation Adjustment | (22) | (22) | |||||
Net Loss | (1,717,101) | (1,717,101) | |||||
Balance at Jun. 30, 2020 | $ 41 | $ 46,268 | 111,527,859 | 139,631 | (103,916,195) | 7,797,604 | |
Balance (in shares) at Jun. 30, 2020 | 4,092 | 4,626,755 | |||||
Balance at Dec. 31, 2020 | $ 41 | $ 55,564 | 115,283,572 | (802) | (108,338,834) | 6,999,541 | |
Balance (in shares) at Dec. 31, 2020 | 4,138 | 5,556,394 | |||||
Stock-Based Compensation | 479,837 | 479,837 | |||||
Issuance of Common Stock in Offerings, Net of Offering Costs | $ 15,311 | 7,973,550 | 7,988,861 | ||||
Issuance of Common Stock in Offerings, Net of Offering Costs (in shares) | 1,531,101 | ||||||
Issuance of Common Stock from Warrants, Net | $ 104 | 49,897 | 50,001 | ||||
Issuance of Common Stock from Warrants, Net (in shares) | 10,417 | ||||||
Foreign Currency Translation Adjustment | (14,334) | (14,334) | |||||
Net Loss | (5,050,119) | (5,050,119) | |||||
Balance at Jun. 30, 2021 | $ 41 | $ 70,979 | 123,786,856 | (15,136) | (113,388,953) | 10,453,787 | |
Balance (in shares) at Jun. 30, 2021 | 4,138 | 7,097,912 | |||||
Balance at Mar. 31, 2021 | $ 41 | $ 70,979 | 123,523,964 | 9,671 | (110,919,655) | 12,685,000 | |
Balance (in shares) at Mar. 31, 2021 | 4,138 | 7,097,912 | |||||
Stock-Based Compensation | 262,892 | 262,892 | |||||
Foreign Currency Translation Adjustment | (24,807) | (24,807) | |||||
Net Loss | (2,469,298) | (2,469,298) | |||||
Balance at Jun. 30, 2021 | $ 41 | $ 70,979 | $ 123,786,856 | $ (15,136) | $ (113,388,953) | $ 10,453,787 | |
Balance (in shares) at Jun. 30, 2021 | 4,138 | 7,097,912 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Offering Costs | $ 498,687 | |
Private Placement | ||
Offering Costs | $ 11,142 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Activities: | ||
Net Loss | $ (5,050,119) | $ (3,669,301) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Depreciation and Amortization of Intangible Assets | 23,203 | 15,705 |
Reduction of Right-of-Use Assets | 86,387 | 83,926 |
Stock-Based Compensation | 479,837 | 342,971 |
Expiration of Prepaid Agreement | 159,848 | |
Changes in Operating Assets and Liabilities: | ||
Prepaid Expenses and Other Current Assets | 8,786 | (105,436) |
Refundable Tax Credit Receivable | (222,645) | 3,342 |
Other Assets | 11,153 | 3,061 |
Accounts Payable | (142,444) | (115,995) |
Lease Liabilities | (86,387) | (83,926) |
Accrued Expenses | (315,196) | (501,610) |
Net Cash Used in Operating Activities | (5,207,425) | (3,867,415) |
Investing Activities: | ||
Purchases of Property, Plant and Equipment | (63,865) | |
Net Cash Used in Investing Activities | (63,865) | |
Financing Activities: | ||
Proceeds from Stock Offerings, Net of Offering Costs | 7,988,861 | 4,501,313 |
Paycheck Protection Program Loan Proceeds | 278,190 | |
Paycheck Protection Program Loan Forgiveness | (278,190) | |
Exercise of Warrants | 50,001 | |
Net Cash Provided by Financing Activities | 7,760,672 | 4,779,503 |
Effect of Exchange Rate Changes on Cash | (11,835) | 161 |
Net Increase in Cash | 2,477,547 | 912,249 |
Cash, Including Restricted Cash, Beginning of Period | 1,230,677 | 3,821,712 |
Cash, Including Restricted Cash, End of Period | 3,708,224 | 4,733,961 |
Supplemental Disclosures of Noncash Operating and Financing Activities | ||
Grant of Restricted Stock Awards | 490 | |
ASU 2016-02 | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||
Supplemental Disclosures of Noncash Operating and Financing Activities | ||
Creation of Right-of-Use Assets and Related Lease Liabilities | $ 313,312 | $ 102,579 |
Organization, Business
Organization, Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Business | |
Organization, Business | 1. Organization, Business EyeGate Pharmaceuticals, Inc. (“EyeGate” or the “Company”), a Delaware corporation, began operations in December 2004 and is a clinical-stage pharmaceutical company developing and commercializing products for treating inflammatory and immune diseases with a focus on the eye and certain systemic diseases. In the fourth quarter of 2020, EyeGate acquired Panoptes Pharma Ges.m.b.H. (“Panoptes”), transforming EyeGate’s pipeline with the addition of PP-001. PP-001, is a next-generation, non-steroidal, immuno-modulatory and small-molecule inhibitor of Dihydroorotate Dehydrogenase (“DHODH”) with what EyeGate believes to be best-in-class picomolar potency and a validated immune modulating mechanism designed to overcome the off-target side effects and safety issues associated with DHODH inhibitors. PP-001 has been developed in two clinical-stage ophthalmic formulations: an intravitreal injection for inflammatory diseases of the eye including posterior uveitis, and a novel nano carrier technology eye drop for ocular surface diseases such as conjunctivitis, dry eye disease and others. Other administration routes are also in development and IND enabling studies are underway for conditions outside the ocular space. In addition, EyeGate is developing Ocular Bandage Gel (“OBG”), a modified form of the natural polymer hyaluronic acid, designed to protect the ocular surface to permit re-epithelialization of the cornea and improve ocular surface integrity. OBG, with unique properties that help hydrate and protect the ocular surface, is in clinical evaluation for patients undergoing photorefractive keratectomy (“PRK”) surgery for corneal wound repair after refractive surgery and patients with punctate epitheliopathies (“PE”) as a result of dry eye. A type-B meeting was held with the U.S. Food and Drug Administration’s (“FDA”) Center for Drug Evaluation and Research (“CDER”) division during the first quarter of 2021 to discuss eligibility of continuing OBG clinical studies as a drug. As a result, development of OBG has shifted from a medical device to a drug, which allows for reimbursement under Medicare Part D. As of June 30, 2021, there were 7,097,912 shares of Common Stock outstanding, no shares of Series A Preferred Stock outstanding, no shares of Series B Preferred Stock outstanding, 4,092 shares of Series C Preferred Stock outstanding, and 46 shares of Series D Preferred Stock outstanding. Since its inception, EyeGate has devoted substantially all of its efforts to business planning, research and development, and raising capital. The accompanying Condensed 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 June 30, 2021, EyeGate had unrestricted Cash and Cash Equivalents of $3.663 million, and an Accumulated Deficit of $113.389 million. EyeGate has incurred losses and negative cash flows since inception, and future losses are anticipated. Based on its cash on hand at June 30, 2021 and the approximately $9.7 million in net proceeds received from a registered direct offering that closed on August 11, 2021, the Company anticipates having sufficient cash to fund planned operations into the second half of 2022, 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, most recently raising net proceeds of approximately $8.0 million in a private placement that closed on January 6, 2021, 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 Condensed 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 | 6 Months Ended |
Jun. 30, 2021 | |
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 Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries, EyeGate Pharma S.A.S. (through its dissolution on December 30, 2020), Jade Therapeutics, Inc. (“Jade”) and Panoptes Pharma Ges.m.b.H. (“Panoptes”) (effective December 18, 2020 when the Company acquired all of the capital stock of Panoptes), collectively referred to as “the Company”. All inter-company balances and transactions have been eliminated in consolidation. These Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Certain information and disclosures normally included in Condensed Consolidated Financial Statements prepared in accordance with U.S. GAAP have been condensed or eliminated. Accordingly, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the annual financial statements of the Company as of and for the year ended December 31, 2020. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial position, consolidated results of operations and other comprehensive loss and consolidated cash flows, for the periods indicated, have been made. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of operating results that may be achieved over the course of the full year. Unaudited Interim Financial Information The accompanying interim financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, necessary for a fair presentation of the results of operations for the periods presented. The year-end balance sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations for an interim period are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period. 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 its clinical trial and research activities, establishing the useful lives of intangible assets and property and equipment, and conducting impairment reviews of long-lived assets. 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. 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. 2. Summary of Significant Accounting Policies - (continued) 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 June 30, 2021 and December 31, 2020, there is $9.536 million of in-process R&D, as part of intangible assets and in-process R&D on the Condensed 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 June 30, 2021 and December 31, 2020, there is $0.181 million and $0.194 million, respectively, of net intangible assets, as part of intangible assets and in-process R&D, net on the Condensed Consolidated Balance Sheets. Accrued Clinical Expenses As part of the Company’s process of preparing the Condensed 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. Related Party Transactions For the six months ended June 30, 2021, the Company has entered into certain related-party transactions, making payments for services to one vendor and four consultants, 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. Additionally, on January 6, 2021, the Company completed a private placement of 1,531,101 shares of Common Stock and warrants to purchase up to 1,531,101 shares of Common Stock to an affiliate of Armistice Capital, LLC, with a combined purchase price per share and warrant of $5.225. Steven J. Boyd and Keith Maher, each of whom were members of the Company’s board of directors as of June 30, 2021 and through August 3, 2021, are affiliates of Armistice Capital, LLC, and Mr. Boyd holds voting and investment power over such entity. The total net proceeds from the private placement were approximately $8.0 million. Except for the private placement described above, the transactions with related parties during the six months ended June 30, 2021 are not material to the accompanying Condensed Consolidated Financial Statements. See Note 13 for subsequent events. For the six months ended June 30, 2020, the Company has entered into certain related-party transactions, making payments for services to two vendors, seven consultants, and one University, all of whom were also stockholders of the Company. The amounts recorded or paid during the six months ended June 30, 2020 are not material to the accompanying Condensed Consolidated Financial Statements. 2. Summary of Significant Accounting Policies - (continued) 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 the weighted-average unvested restricted common stock that has been issued but is subject to forfeiture of 35,162 and 47,873 shares for the three and six months ended June 30, 2021, respectively, and 87,096 and 79,180 shares for the three and six months ended June 30, 2020. 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. All shares of Common Stock that may potentially be issued in the future are as follows: June 30, 2021 June 30, 2020 (unaudited) (unaudited) Common Stock Warrants 4,247,384 2,862,314 Employee Stock Options 377,361 246,893 Preferred Stock 865,500 852,500 Total Shares of Common Stock Issuable 5,490,245 3,961,707 Fair Value of Financial Instruments As of June 30, 2021 and December 31, 2020, the fair value of the Company’s contingent consideration was $5.343 million. During the year ended December 31, 2020, the Company recorded earn-out payments of $9.500 million at their estimated fair value of $3.633 million as a result of the Panoptes acquisition. During the year ended December 31, 2016, the Company recorded earn-out payments of $2.164 million as a result of the Jade acquisition in connection with three products in development, contingent upon FDA marketing approval, at an estimated fair value of $1.210 million. During the year ended December 31, 2019, taking into consideration discount factors and the probability of FDA approval of the OBG product, the Company recorded an increase of $500,000 to the present value of contingent consideration related to the Jade acquisition.The Company evaluates the fair value of these earn-out payments on a quarterly basis and there were no changes recorded during the quarter ended June 30, 2021. At June 30, 2021 and December 31, 2020, 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 were generated primarily through arrangements that contained 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 included 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. 2. Summary of Significant Accounting Policies - (continued) 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. 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. In addition, the Company may receive U.S. and/or foreign government grant funds for specified 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. During the three- and six- month periods ending June 30, 2021 and 2020, the Company did not recognize any revenue. Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles Goodwill and Other In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property and Equipment | |
Property and Equipment | 3. Property and Equipment Property and equipment at June 30, 2021 and December 31, 2020 consists of the following: Estimated Useful Life June 30, 2021 (Years) (unaudited) December 31, 2020 Laboratory Equipment 3 $ 88,399 $ 82,653 Office Equipment 3 3,785 3,888 Office Furniture 5 72,549 14,430 Leasehold Improvements 2 22,569 22,569 Total Property and Equipment, Gross 187,302 123,540 Less Accumulated Depreciation 103,620 92,974 Total Property and Equipment, Net $ 83,682 $ 30,566 Depreciation expense was $6,354 and $2,388 for the three months ended June 30, 2021 and 2020, respectively, and $10,703 and $3,205 for the six months ended June 30, 2021 and 2020, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Accrued Expenses | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses at June 30, 2021 and December 31, 2020 consist of the following: June 30, 2021 (unaudited) December 31, 2020 Payroll and Benefits $ 637,093 $ 629,465 Professional Fees 216,108 328,420 Clinical Trials 119,865 203,646 Consulting 999 125,913 Interest — 1,817 Total Accrued Expenses $ 974,065 $ 1,289,261 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt | |
Debt | 5. Debt In May 2020, the Company received loan funds (the "Loan") from the Paycheck Protection Program ("PPP") of $0.278 million. In April of 2021, the Company was notified by the Small Business Administration (“SBA”) that this Loan was forgiven in full. The Company has no additional indebtedness at June 30, 2021 and December 31, 2020. |
Intangible Assets and In-Proces
Intangible Assets and In-Process R&D | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 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 the EyeGate OBG product. The intangible assets were recorded at $0.250 million, representing the upfront payment paid to SentrX. Additionally, SentrX is eligible to receive milestone payments totaling up to $4.750 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 June 30, 2021 and December 31, 2020 consists of projects acquired from the acquisitions of Jade and Panoptes 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. 6. Intangible Assets and In-Process R&D – (continued) Intangible assets and in-process R&D at June 30, 2021 and December 31, 2020 consists of the following: Estimated Useful June 30, 2021 December 31, Life (Years) (unaudited) 2020 Trade Secrets 10 $ 250,000 $ 250,000 Less: Accumulated Amortization (68,750) (56,250) Intangible Assets, Net 181,250 193,750 In-Process R&D 9,536,414 9,536,414 Total Intangible Assets and In-Process R&D, Net $ 9,717,664 $ 9,730,164 Amortization expense on intangible assets was $6,250 for the three months ended June 30, 2021 and 2020 and $12,500 for the six months ended June 30, 2021 and 2020. |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2021 | |
Capital Stock | |
Capital Stock | 7. Capital Stock On January 3, 2020, the Company completed a registered direct offering with institutional investors for 500,000 shares of Common Stock with a purchase price of $10.00 per share. The total net proceeds to the Company , after deducting the placement agent fees and offering expenses, were approximately $4.5 million. On June 25, 2020, following the Company's 2020 Annual Meeting of Stockholders, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation that decreased the number of authorized shares of the Company's common stock from 120,000,000 to 50,000,000. In connection with the Panoptes acquisition, on December 18, 2020, the Company filed a Certificate of Designation of Preferences, Rights and Limitations for up to 20,000 shares of Series D Convertible Preferred Stock with the Delaware Secretary of State. The Series D Convertible Preferred Stock has a stated value of $1,000 per share and a conversion price of $3.5321 per share but may not be converted until stockholder approval is obtained. The Series D Preferred Stock is only entitled to dividends in the event dividends are paid on the Company’s shares of Common Stock and does not have any preferences over the Company's shares of Common Stock or any voting rights, except in limited circumstances. On January 6, 2021, the Company completed a private placement of 1,531,101 shares of Common Stock and warrants to purchase up to 1,531,101 shares of Common Stock to an affiliate of Armistice Capital, LLC, with a combined purchase price per share and warrant of $5.225. The total net proceeds from the private placement were approximately $8.0 million. The warrants have an exercise price of $5.225 per share, subject to adjustments as provided under the terms of the warrants and will be exercisable on the six-month anniversary of their issuance date. The warrants are exercisable for five years from the issuance date. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Warrants | |
Warrants | 8. Warrants The following is a summary of warrant activity for the six months ended June 30, 2021 and 2020: Weighted Average Weighted Average Number of Exercise Remaining Warrants Price Term in Years Outstanding at December 31, 2020 2,726,700 $ 8.41 2.45 Issued 1,531,101 5.23 4.52 Exercised (10,417) 4.80 1.80 Outstanding at June 30, 2021 4,247,384 $ 7.27 2.88 Outstanding at December 31, 2019 2,875,006 $ 14.14 3.37 Issued 25,000 12.50 4.52 Expired (37,692) 91.36 — Outstanding at June 30, 2020 2,862,314 $ 13.10 2.86 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 2021 through 2026. |
Equity Incentive Plan
Equity Incentive Plan | 6 Months Ended |
Jun. 30, 2021 | |
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 five 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 June 30, 2021, the maximum number of shares of Common Stock that may be issued pursuant to the 2014 Plan and the ESPP was 806,005 and 11,371 shares, respectively. In January 2021, 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. Additionally, in June 2021, the number of shares of common stock issuable under the 2014 Plan was increased by 200,000 shares, as approved by the Company’s Stockholders. These additional shares are included in the total of 806,005 shares issuable under the 2014 Plan. 9. Equity Incentive Plan - (continued) The following is a summary of stock option activity for the six months ended June 30, 2021 and 2020: Weighted-Average Number of Weighted- Average Contractual Life Options Exercise Price (In Years) Outstanding at December 31, 2020 246,893 $ 20.90 7.20 Granted 150,365 6.19 Expired (7,599) 10.82 Forfeited (12,298) 6.51 Outstanding at June 30, 2021 377,361 $ 15.71 7.82 Exercisable at June 30, 2021 198,822 $ 24.25 6.46 Vested and Expected to Vest at June 30, 2021 377,361 $ 15.71 7.82 Outstanding at December 31, 2019 174,175 $ 27.42 6.22 Granted 93,165 6.31 Expired (17,114) 10.59 Forfeited (3,333) 7.20 Outstanding at June 30, 2020 246,893 $ 20.90 7.71 Exercisable at June 30, 2020 134,574 $ 32.90 6.25 Vested and Expected to Vest at June 30, 2020 246,893 $ 20.90 7.71 During the six months ended June 30, 2021 and 2020, the Board approved the grant of options to purchase 150,365 and 93,165 shares of 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 ratably For the six months ended June 30, 2021 and 2020, 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: 2021 2020 Risk-Free Interest Rate 1.82 % 1.82 % Expected Life 5.00 years 5.00 years Expected Volatility 141 % 153 % 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 six months ended June 30, 2021 and 2020 was $6.12 and $6.26, respectively. 9. Equity Incentive Plan - (continued) The following is a summary of restricted stock activity for the six months ended June 30, 2021 and 2020: Weighted- Average Number of Weighted- Average Remaining Shares Grant Date Fair Value Recognition Period Non-vested Outstanding at December 31, 2020 67,420 $ 7.10 1.66 Vested (37,041) 7.39 Forfeited (2,051) 6.86 Non-vested Outstanding at June 30, 2021 28,328 $ 6.73 1.59 Non-vested Outstanding at December 31, 2019 50,187 $ 8.64 1.49 Awarded 49,000 6.55 Vested (16,022) 8.82 Non-vested Outstanding at June 30, 2020 83,165 $ 7.37 1.94 During the six months ended June 30, 2021, 2,051 shares of restricted stock, which had not vested, were forfeited and returned to the Company. During the six months ended June 30, 2021 and 2020, the Board approved the grant of 0 and 49,000 restricted shares of Common Stock, respectively. All grants of restricted shares were pursuant to the 2014 Plan. These vest with respect to one ratably The total stock-based compensation expense for employees and non-employees is included in the accompanying Condensed Consolidated Statements of Operations and as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and Development $ 69,219 $ 53,669 $ 140,805 $ 99,322 General and Administrative 193,673 143,382 339,032 243,649 Total Stock-Based Compensation Expense $ 262,892 $ 197,051 $ 479,837 $ 342,971 The fair value of options granted for the six months ended June 30, 2021 and 2020 was $0.909 million and $0.580 million, respectively. As of June 30, 2021 and 2020, there was $1.117 million and $1.161 million 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 2.26 and 2.28 years, respectively. The aggregate intrinsic value of stock options outstanding and exercisable at June 30, 2021 and 2020 was $0. At June 30, 2021, there were 264,337 shares available for grant under the 2014 Plan and 7,806 shares available under the Company’s ESPP. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 10. Commitments and Contingencies Leases The Company is a party to three real property operating leases for the rental of office or lab space. The Company has office space in Waltham, Massachusetts of up to 4,516 square feet that is used for its corporate headquarters with a term through March 31, 2022. The Company also has office and laboratory space of approximately 3,540 square feet in Salt Lake City, Utah with a term through November 30, 2023. The Company has office space in Vienna, Austria of approximately 1,555 square feet with a term through October 31, 2023 as a result of the Panoptes acquisition effective December 18, 2020. 10. Commitments and Contingencies - (continued) Additional right-of-use assets and lease liabilities were recorded upon the new lease agreements or extensions that were effective as of June 30, 2021. 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. Operating lease expense, consisting of the reduction of the right-of-use asset and the imputed interest on the lease liability, totaled $55,188 and $106,040 for the three and six months ended June 30, 2021, respectively, and $43,195 and $86,390 and for the three and six months ended June 30, 2020, respectively. Maturities of lease liabilities were as follows as of June 30, 2021: Operating Leases 2021 $ 110,377 2022 134,315 2023 95,899 Less: Imputed Interest (32,578) Lease Liabilities $ 308,013 License Agreements The Company is a party to four license agreements as described below. These license agreements require the Company to receive or pay royalties or fees to or from the licensor based on revenue or milestones related to the licensed technology. On July 2, 2013, Panoptes entered into a patent and know-how assignment agreement with 4SC Discovery GmbH (“4SC”) transferring to Panoptes all patent rights and know-how to the compound PP-001. The Company (through its Panoptes subsidiary) is responsible for paying royalties based on a specified percentage of net sales of PP-001. On July 2, 2013, Panoptes entered into an out-license agreement with 4SC Discovery GmbH (“4SC”) granting 4SC the exclusive worldwide right to commercialize the compound PP-001 for rheumatoid arthritis and inflammatory bowel disease, including Crohn’s Disease and Ulcerative Colitis. The Company (through its Panoptes subsidiary) is eligible to receive milestone payments totaling up to 155 million euros, upon and subject to the achievement of certain specified developmental and commercial milestones. In addition, the Company (through its Panoptes subsidiary) is eligible to receive royalties based on a specified percentage of net sales of PP-001. On September 12, 2013, Jade entered into an agreement with Lineage Cell Therapeutics, Inc. (“Lineage”), formerly known as BioTime, Inc., granting to it the exclusive worldwide right to commercialize cross-linked thiolated carboxymethyl hyaluronic acid (“modified HA”) for ophthalmic treatments in humans. The agreement provides for a license issue fee paid to Lineage of $50,000 and requires the Company (through its Jade subsidiary) to pay an annual fee of $30,000 and royalties to Lineage based on revenue relating to any product incorporating the modified HA technology. The agreement expires when patent protection for the modified HA technology lapses, which is expected to occur in the U.S. in 2028. 10. Commitments and Contingencies - (continued) 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 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 $0.250 million recorded as intangible assets on the Consolidated Balance Sheets. SentrX is eligible to receive milestone payments totaling up to $4.750 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. COVID-19 The continued spread of the COVID-19 pandemic could adversely impact the Company’s clinical studies. In addition, COVID-19 has resulted in significant governmental measures being implemented to control the spread of the virus, including quarantines, travel restrictions, and business shutdowns. COVID-19 has also caused volatility in the global financial markets and threatened a slowdown in the global economy, which could negatively affect the Company’s ability to raise additional capital on attractive terms or at all. The extent to which COVID-19 may impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration of the outbreak, the emergence of new variants, and the effectiveness of actions to contain and treat COVID-19. The Company cannot presently predict the scope and severity of any potential disruptions to its business, including to ongoing and planned clinical studies. Any such shutdowns or other business interruptions could result in material and negative effects to the Company’s ability to conduct its business in the manner and on the timelines presently planned, which could have a material adverse impact on its business, results of operation, and financial condition. As of the date of this report, there have been no material adverse effects to the Company’s ongoing business operations from COVID-19. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2021 | |
Employee Benefit Plans | |
Employee Benefit Plans | 11. 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, 2020, the Company will contribute approximately $26,000 to eligible employees, which is accrued on the Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020. As of June 30, 2021, the Company has accrued an additional estimate of $11,136 for contributions likely due as a result of the 401(k) plan compliance review for the year ended December 31, 2021. The Company made no matching contribution for each of the six months ended June 30, 2021 and 2020. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2021 | |
Acquisition | |
Acquisition | 12. Acquisition Panoptes Pharma Ges.m.b.H. Acquisition Effective December 18, 2020, the Company acquired all of the capital stock of Panoptes Pharma Ges.m.b.H. (“Panoptes”), a privately held clinical stage biotech company focused on developing a novel proprietary small molecule for the treatment of severe eye diseases with a high unmet medical need, as well as for conditions outside the ocular space. With the Panoptes acquisition, Panoptes became a wholly owned subsidiary of EyeGate. The acquisition has been accounted for in accordance with FASB's Accounting Standards Codification ("ASC") 805, "Business Combinations", with the assets acquired and liabilities assumed recorded at fair value on the date of the acquisition. The excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill, which is not expected to be deductible for tax purposes. Under the terms of the Panoptes acquisition agreement, in consideration for 100% of the outstanding equity interests in Panoptes, the Company paid cash in the amount of $0.445 million to certain founders and creditors, issued 884,222 shares of EyeGate common stock, and issued 45.893 shares (convertible into 13,000 shares of common stock) of EyeGate Series D Convertible Preferred Stock. An additional cash payment is due to a creditor in December 2021 and is recorded at a fair value of $0.212 million at the acquisition date. Additionally, up to 1,500 shares of Series D Convertible Preferred Stock (convertible into 424,685 shares of common stock) will be issued after a period of 18 months from closing, subject to post-closing adjustments or indemnification obligations, and are recorded as contingent consideration and fair valued at $1.353 million at the acquisition date. The Panoptes acquisition also includes two cash or stock earn-out provisions providing for an additional cash or stock payment of $4.750 million per milestone contingent upon (1) the enrollment and randomization of a first patient into the first FDA Phase III pivotal study of a Panoptes product and (2) the FDA approval of the first New Drug Application of a Panoptes product. The cash or stock earn-out payments were recorded as contingent consideration and fair valued at $2.067 million at the acquisition date. The fair value of the shares issued in the Panoptes acquisition was approximately $3.169 million based on the 30 The following table summarizes the purchase price allocation and the estimated fair value of the net assets acquired and liabilities assumed in the Panoptes acquisition at the date of acquisition. Panoptes Current Assets $ 410,863 In-Process R&D 5,624,100 Goodwill 1,958,711 Property, Plant and Equipment 2,042 Accounts Payable and Other Liabilities (87,777) Deferred Tax Liability (351,507) Contingent Consideration (3,632,950) Assumed Liabilities (312,852) Total Purchase Price $ 3,610,630 (1) Current Assets include cash, receivables, and prepaid expenses of $333,860 , $73,368 , and $3,635 , respectively . 12. Acquisition (continued) Net loss in the Condensed Consolidated Statement of Operations for the six months ended June 30, 2021 includes net losses of Panoptes of $1.473 million. The Company’s intangible assets, which consist solely of in-process research and development, will not be amortized until the underlying development programs are completed. Upon obtaining regulatory approval, the intangible assets are then accounted for as finite-lived intangible assets and amortized on a straight-line basis over its estimated useful life. EyeGate recognized approximately $0.050 million of acquisition-related costs for the Panoptes acquisition that were expensed in the first quarter of 2021 as a component of general and administrative expense. Pro forma disclosure for Panoptes acquisition The following tables includes the pro forma results for Panoptes the three- and six- month periods ending June 30, 2020 of the combined companies as though the Panoptes Acquisition had been completed as of the beginning of the period presented. Three Months Ended Six Months Ended June 30, 2020 June 30, 2020 (unaudited) (unaudited) Revenues $ 1,722 $ 112,541 Operating Expenses 2,004,966 4,137,017 Net Loss $ (2,003,685) $ (4,006,738) The pro forma financial information is presented for information purposes only. The unaudited pro forma financial information may not necessarily reflect the Company’s future results of operations or what the results of operations would have been had the Company owned and operated Panoptes as of the beginning of the period presented. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Event | |
Subsequent Event | 13. Subsequent Events On July 23, 2021, the Company’s Board of Directors appointed Brian M. Strem, Ph.D. as President and Chief Executive Officer of the Company, effective as of July 26, 2021. In connection with the appointment of Dr. Strem, Franz Obermayr, Ph.D., who served as the Company’s Acting Chief Executive Officer since February 2021, resumed his prior role with the Company as its EVP Clinical Development. On July 22, 2021, the Company entered into a non-binding term sheet (the “Term Sheet”) with Bayon. Dr. Strem is a founder of Bayon and owns approximately 28% of its equity interests. Pursuant to the Term Sheet, the Company and Bayon intend to negotiate and enter into a definitive agreement pursuant to which the Company would acquire Bayon in connection for closing consideration of 50,000 shares of the Company’s common stock, and potential earnout consideration of up to approximately $7.1 million or, at the Company’s discretion, up to approximately 2.2 million shares of the Company’s common stock or common stock equivalents, based on the achievement of successive milestones based on clinical trial data and regulatory approval of Bayon products. To the extent the Bayon acquisition is consummated, Dr. Strem will receive a portion of the consideration equal to his percentage ownership in Bayon. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated at all or on the terms described above. On August 11, 2021, the Company completed a registered direct offering priced at-the-market under Nasdaq Rules for 4,668,844 shares of Common Stock with a purchase price of $2.3025 per share. The Company also completed a concurrent private placement of unregistered warrants to purchase up to an aggregate of 2,334,422 shares of Common Stock at an exercise price of $2.24 per share that are exercisable immediately upon issuance and will expire five one |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries, EyeGate Pharma S.A.S. (through its dissolution on December 30, 2020), Jade Therapeutics, Inc. (“Jade”) and Panoptes Pharma Ges.m.b.H. (“Panoptes”) (effective December 18, 2020 when the Company acquired all of the capital stock of Panoptes), collectively referred to as “the Company”. All inter-company balances and transactions have been eliminated in consolidation. These Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Certain information and disclosures normally included in Condensed Consolidated Financial Statements prepared in accordance with U.S. GAAP have been condensed or eliminated. Accordingly, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the annual financial statements of the Company as of and for the year ended December 31, 2020. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial position, consolidated results of operations and other comprehensive loss and consolidated cash flows, for the periods indicated, have been made. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of operating results that may be achieved over the course of the full year. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying interim financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, necessary for a fair presentation of the results of operations for the periods presented. The year-end balance sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations for an interim period are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period. |
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 its clinical trial and research activities, establishing the useful lives of intangible assets and property and equipment, and conducting impairment reviews of long-lived assets. 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. |
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. |
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 June 30, 2021 and December 31, 2020, there is $9.536 million of in-process R&D, as part of intangible assets and in-process R&D on the Condensed 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 June 30, 2021 and December 31, 2020, there is $0.181 million and $0.194 million, respectively, of net intangible assets, as part of intangible assets and in-process R&D, net on the Condensed Consolidated Balance Sheets. |
Accrued Clinical Expenses | Accrued Clinical Expenses As part of the Company’s process of preparing the Condensed 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. |
Related Party Transactions | Related Party Transactions For the six months ended June 30, 2021, the Company has entered into certain related-party transactions, making payments for services to one vendor and four consultants, 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. Additionally, on January 6, 2021, the Company completed a private placement of 1,531,101 shares of Common Stock and warrants to purchase up to 1,531,101 shares of Common Stock to an affiliate of Armistice Capital, LLC, with a combined purchase price per share and warrant of $5.225. Steven J. Boyd and Keith Maher, each of whom were members of the Company’s board of directors as of June 30, 2021 and through August 3, 2021, are affiliates of Armistice Capital, LLC, and Mr. Boyd holds voting and investment power over such entity. The total net proceeds from the private placement were approximately $8.0 million. Except for the private placement described above, the transactions with related parties during the six months ended June 30, 2021 are not material to the accompanying Condensed Consolidated Financial Statements. See Note 13 for subsequent events. For the six months ended June 30, 2020, the Company has entered into certain related-party transactions, making payments for services to two vendors, seven consultants, and one University, all of whom were also stockholders of the Company. The amounts recorded or paid during the six months ended June 30, 2020 are not material to the accompanying Condensed Consolidated Financial Statements. |
Net Loss per Share - Basic and Diluted | 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. All shares of Common Stock that may potentially be issued in the future are as follows: June 30, 2021 June 30, 2020 (unaudited) (unaudited) Common Stock Warrants 4,247,384 2,862,314 Employee Stock Options 377,361 246,893 Preferred Stock 865,500 852,500 Total Shares of Common Stock Issuable 5,490,245 3,961,707 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of June 30, 2021 and December 31, 2020, the fair value of the Company’s contingent consideration was $5.343 million. During the year ended December 31, 2020, the Company recorded earn-out payments of $9.500 million at their estimated fair value of $3.633 million as a result of the Panoptes acquisition. During the year ended December 31, 2016, the Company recorded earn-out payments of $2.164 million as a result of the Jade acquisition in connection with three products in development, contingent upon FDA marketing approval, at an estimated fair value of $1.210 million. During the year ended December 31, 2019, taking into consideration discount factors and the probability of FDA approval of the OBG product, the Company recorded an increase of $500,000 to the present value of contingent consideration related to the Jade acquisition.The Company evaluates the fair value of these earn-out payments on a quarterly basis and there were no changes recorded during the quarter ended June 30, 2021. At June 30, 2021 and December 31, 2020, 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 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. 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. In addition, the Company may receive U.S. and/or foreign government grant funds for specified 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 | June 30, 2021 June 30, 2020 (unaudited) (unaudited) Common Stock Warrants 4,247,384 2,862,314 Employee Stock Options 377,361 246,893 Preferred Stock 865,500 852,500 Total Shares of Common Stock Issuable 5,490,245 3,961,707 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property and Equipment | |
Schedule of property and equipment | Property and equipment at June 30, 2021 and December 31, 2020 consists of the following: Estimated Useful Life June 30, 2021 (Years) (unaudited) December 31, 2020 Laboratory Equipment 3 $ 88,399 $ 82,653 Office Equipment 3 3,785 3,888 Office Furniture 5 72,549 14,430 Leasehold Improvements 2 22,569 22,569 Total Property and Equipment, Gross 187,302 123,540 Less Accumulated Depreciation 103,620 92,974 Total Property and Equipment, Net $ 83,682 $ 30,566 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accrued Expenses | |
Schedule of accrued expenses | Accrued expenses at June 30, 2021 and December 31, 2020 consist of the following: June 30, 2021 (unaudited) December 31, 2020 Payroll and Benefits $ 637,093 $ 629,465 Professional Fees 216,108 328,420 Clinical Trials 119,865 203,646 Consulting 999 125,913 Interest — 1,817 Total Accrued Expenses $ 974,065 $ 1,289,261 |
Intangible Assets and In-Proc_2
Intangible Assets and In-Process R&D (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Intangible Assets and In-Process R&D | |
Schedule of intangible assets and in-process R&D | 6. Intangible Assets and In-Process R&D – (continued) Intangible assets and in-process R&D at June 30, 2021 and December 31, 2020 consists of the following: Estimated Useful June 30, 2021 December 31, Life (Years) (unaudited) 2020 Trade Secrets 10 $ 250,000 $ 250,000 Less: Accumulated Amortization (68,750) (56,250) Intangible Assets, Net 181,250 193,750 In-Process R&D 9,536,414 9,536,414 Total Intangible Assets and In-Process R&D, Net $ 9,717,664 $ 9,730,164 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Warrants | |
Schedule of warrant activity | The following is a summary of warrant activity for the six months ended June 30, 2021 and 2020: Weighted Average Weighted Average Number of Exercise Remaining Warrants Price Term in Years Outstanding at December 31, 2020 2,726,700 $ 8.41 2.45 Issued 1,531,101 5.23 4.52 Exercised (10,417) 4.80 1.80 Outstanding at June 30, 2021 4,247,384 $ 7.27 2.88 Outstanding at December 31, 2019 2,875,006 $ 14.14 3.37 Issued 25,000 12.50 4.52 Expired (37,692) 91.36 — Outstanding at June 30, 2020 2,862,314 $ 13.10 2.86 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity Incentive Plan | |
Schedule of stock option activity | The following is a summary of stock option activity for the six months ended June 30, 2021 and 2020: Weighted-Average Number of Weighted- Average Contractual Life Options Exercise Price (In Years) Outstanding at December 31, 2020 246,893 $ 20.90 7.20 Granted 150,365 6.19 Expired (7,599) 10.82 Forfeited (12,298) 6.51 Outstanding at June 30, 2021 377,361 $ 15.71 7.82 Exercisable at June 30, 2021 198,822 $ 24.25 6.46 Vested and Expected to Vest at June 30, 2021 377,361 $ 15.71 7.82 Outstanding at December 31, 2019 174,175 $ 27.42 6.22 Granted 93,165 6.31 Expired (17,114) 10.59 Forfeited (3,333) 7.20 Outstanding at June 30, 2020 246,893 $ 20.90 7.71 Exercisable at June 30, 2020 134,574 $ 32.90 6.25 Vested and Expected to Vest at June 30, 2020 246,893 $ 20.90 7.71 |
Schedule of weighted average assumptions | For the six months ended June 30, 2021 and 2020, 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: 2021 2020 Risk-Free Interest Rate 1.82 % 1.82 % Expected Life 5.00 years 5.00 years Expected Volatility 141 % 153 % Expected Dividend Yield 0 % 0 % |
Schedule of restricted stock activity | The following is a summary of restricted stock activity for the six months ended June 30, 2021 and 2020: Weighted- Average Number of Weighted- Average Remaining Shares Grant Date Fair Value Recognition Period Non-vested Outstanding at December 31, 2020 67,420 $ 7.10 1.66 Vested (37,041) 7.39 Forfeited (2,051) 6.86 Non-vested Outstanding at June 30, 2021 28,328 $ 6.73 1.59 Non-vested Outstanding at December 31, 2019 50,187 $ 8.64 1.49 Awarded 49,000 6.55 Vested (16,022) 8.82 Non-vested Outstanding at June 30, 2020 83,165 $ 7.37 1.94 |
Schedule of stock-based compensation expense | The total stock-based compensation expense for employees and non-employees is included in the accompanying Condensed Consolidated Statements of Operations and as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and Development $ 69,219 $ 53,669 $ 140,805 $ 99,322 General and Administrative 193,673 143,382 339,032 243,649 Total Stock-Based Compensation Expense $ 262,892 $ 197,051 $ 479,837 $ 342,971 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies | |
Schedule of maturities of lease Liabilities | Maturities of lease liabilities were as follows as of June 30, 2021: Operating Leases 2021 $ 110,377 2022 134,315 2023 95,899 Less: Imputed Interest (32,578) Lease Liabilities $ 308,013 |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Acquisition | |
Summary of purchase price allocation and estimated fair value | Panoptes Current Assets $ 410,863 In-Process R&D 5,624,100 Goodwill 1,958,711 Property, Plant and Equipment 2,042 Accounts Payable and Other Liabilities (87,777) Deferred Tax Liability (351,507) Contingent Consideration (3,632,950) Assumed Liabilities (312,852) Total Purchase Price $ 3,610,630 (1) Current Assets include cash, receivables, and prepaid expenses of $333,860 , $73,368 , and $3,635 , respectively . 12. Acquisition (continued) |
Schedule of Proforma disclosure for Panoptes acquisition | The following tables includes the pro forma results for Panoptes the three- and six- month periods ending June 30, 2020 of the combined companies as though the Panoptes Acquisition had been completed as of the beginning of the period presented. Three Months Ended Six Months Ended June 30, 2020 June 30, 2020 (unaudited) (unaudited) Revenues $ 1,722 $ 112,541 Operating Expenses 2,004,966 4,137,017 Net Loss $ (2,003,685) $ (4,006,738) |
Organization, Business (Details
Organization, Business (Details) - USD ($) | Aug. 11, 2021 | Jan. 06, 2021 | Jan. 03, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | May 13, 2019 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Common Stock, Shares, Outstanding | 7,097,912 | 5,556,394 | |||||
Cash and Cash Equivalents, at Carrying Value | $ 3,663,224 | $ 1,185,677 | |||||
Retained Earnings (Accumulated Deficit) | (113,388,953) | $ (108,338,834) | |||||
Proceeds from Issuance of Private Placement | $ 8,000,000 | ||||||
Proceeds from Issuance of Common Stock | $ 4,500,000 | $ 7,988,861 | $ 4,501,313 | ||||
Capital Units, Authorized | 50,000,000 | ||||||
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 | 0 | |||||
Series C Preferred Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Preferred Stock, Shares Outstanding | 4,092 | 4,092 | |||||
Series C Preferred Stock | Armistice Capital, LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Retained Earnings (Accumulated Deficit) | $ 113,389,000 | ||||||
Series D Preferred Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Preferred Stock, Shares Outstanding | 46 | 46 | |||||
Registered direct offering | Subsequent Event | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from Issuance of Common Stock | $ 9,700,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Net Loss per Share - Basic and Diluted (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Shares of Common Stock Issuable | 5,490,245 | 3,961,707 |
Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Shares of Common Stock Issuable | 4,247,384 | 2,862,314 |
Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Shares of Common Stock Issuable | 865,500 | 852,500 |
Employee Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Shares of Common Stock Issuable | 377,361 | 246,893 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) | Jan. 06, 2021USD ($)$ / sharesshares | Jan. 03, 2020shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2020shares | Jun. 30, 2021USD ($)itemshares | Jun. 30, 2020itemshares | Dec. 31, 2020USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2019USD ($) |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 9,536,000 | $ 9,536,000 | $ 9,536,000 | ||||||
Intangible Assets And In process Research And Development | 181,000 | 181,000 | 194,000 | ||||||
Money Market Funds Fair Value | $ 5,343,000 | 5,343,000 | 5,343,000 | ||||||
Other assets or liabilities that are subject to fair value methodology and estimation | $ 0 | 0 | |||||||
Weighted-average unvested restricted common stock | shares | 35,162 | 87,096 | 47,873 | 79,180 | |||||
Number of vendors with whom the company has entered into related party transactions | item | 1 | 2 | |||||||
Number of consultants with whom the company has entered into related party transactions | item | 4 | 7 | |||||||
Number of public universities with whom the company has entered into related party transactions | item | 1 | ||||||||
Shares issued | shares | 1,531,101 | 500,000 | |||||||
Proceeds from Issuance of Private Placement | $ 8,000,000 | ||||||||
Private Placement | Common Stock | |||||||||
Shares issued | shares | 1,531,101 | ||||||||
Warrants to purchase common stock | shares | 1,531,101 | ||||||||
Purchase price | $ / shares | $ 5.225 | ||||||||
Proceeds from Issuance of Private Placement | $ 8,000,000 | ||||||||
Panoptes acquisition | |||||||||
Addition earn-out Fair value | 3,633,000 | ||||||||
Contingent consideration | $ 9,500,000 | ||||||||
Jade acquisition | |||||||||
Addition earn-out Fair value | $ 1,210,000 | ||||||||
Contingent consideration | $ 2,164,000 | ||||||||
Contingent Consideration Funds Fair Value | $ 500,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment, Gross | $ 187,302 | $ 123,540 |
Less: Accumulated Depreciation | 103,620 | 92,974 |
Total Property and Equipment, Net | 83,682 | 30,566 |
Laboratory Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment, Gross | $ 88,399 | 82,653 |
Property, Plant and Equipment, Useful Life | 3 years | |
Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment, Gross | $ 3,785 | 3,888 |
Property, Plant and Equipment, Useful Life | 3 years | |
Office Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment, Gross | $ 72,549 | 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 ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property and Equipment | ||||
Depreciation | $ 6,354 | $ 2,388 | $ 10,703 | $ 3,205 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accrued Expenses | ||
Payroll and Benefits | $ 637,093 | $ 629,465 |
Professional Fees | 216,108 | 328,420 |
Clinical Trials | 119,865 | 203,646 |
Consulting | 999 | 125,913 |
Interest | 1,817 | |
Total Accrued Expenses | $ 974,065 | $ 1,289,261 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
May 31, 2020 | Jun. 30, 2020 | |
Debt | ||
Proceeds from Paycheck Protection Program Loan | $ 278,000 | $ 278,190 |
Intangible Assets and In-Proc_3
Intangible Assets and In-Process R&D (Details) - Trade Secrets - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Trade Secrets | $ 250,000 | $ 250,000 |
Less: Accumulated Amortization | (68,750) | (56,250) |
Intangible Assets, Net | 181,250 | 193,750 |
In-Process R&D | 9,536,414 | 9,536,414 |
Total Intangible Assets and In-Process R&D, Net | $ 9,717,664 | $ 9,730,164 |
Estimated Useful Life (Years) | 10 years |
Intangible Assets and In-Proc_4
Intangible Assets and In-Process R&D - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Sep. 26, 2018 | |
Intangible Assets and In-Process R&D, Net | $ 9,717,664 | $ 9,717,664 | $ 9,730,164 | |||
Amortization of Intangible Assets, Total | 6,250 | $ 6,250 | 12,500 | $ 12,500 | ||
SentrX Animal Care Inc | ||||||
Intangible Assets and In-Process R&D, Net | 250,000 | 250,000 | $ 250,000 | |||
Intangible Assets Expected Milestone Payable | $ 4,750,000 | $ 4,750,000 | $ 4,750,000 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | Jan. 06, 2021 | Dec. 18, 2020 | Jan. 03, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 25, 2020 |
Class of Stock [Line Items] | |||||||
Shares issued | 1,531,101 | 500,000 | |||||
Share Price | $ 10 | ||||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | 120,000,000 | ||||
Class Of Warrant Or Right Number Of Warrant Issued | 1,531,101 | ||||||
Share Purchase Price Of Common Stock And Warrant | $ 5.225 | ||||||
Proceeds from Issuance of Private Placement | $ 8,000,000 | ||||||
Proceeds from Issuance of Common Stock | $ 4,500,000 | $ 7,988,861 | $ 4,501,313 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||
SeriesD Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 20,000 | ||||||
Conversion of Stock Shares Converted | 3.5321 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 |
Warrants (Details)
Warrants (Details) - Warrant - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding at beginning of year | 2,726,700 | 2,875,006 | 2,875,006 | |
Issued | 1,531,101 | 25,000 | ||
Exercised | (10,417) | |||
Expired | (37,692) | |||
Outstanding at end of year | 4,247,384 | 2,862,314 | 2,726,700 | 2,875,006 |
Weighted Average Exercise Price, Outstanding at beginning of year | $ 8.41 | $ 14.14 | $ 14.14 | |
Weighted Average Exercise Price, Issued | 5.23 | 12.50 | ||
Weighted Average Exercise Price, Exercised | 4.80 | |||
Weighted Average Exercise Price, Expired | 91.36 | |||
Weighted Average Exercise Price, Outstanding at end of year | $ 7.27 | $ 13.10 | $ 8.41 | $ 14.14 |
Weighted Average Remaining Term in Years, Outstanding | 2 years 10 months 17 days | 2 years 10 months 9 days | 2 years 5 months 12 days | 3 years 4 months 13 days |
Weighted Average Remaining Term in Years, Issued | 4 years 6 months 7 days | 4 years 6 months 7 days | ||
Weighted Average Remaining Term in Years, Exercised | 1 year 9 months 18 days | |||
Weighted Average Remaining Term in Years, Expired | 0 years |
Equity Incentive Plan - Stock O
Equity Incentive Plan - Stock Option Activity (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity Incentive Plan | ||||
Number of Options, Outstanding at beginning of year | 246,893 | 174,175 | ||
Number of Options, Granted | 93,165 | 150,365 | ||
Number of Options, Expired | (17,114) | (7,599) | ||
Number of Options, Forfeited | (3,333) | (12,298) | ||
Number of Options, Outstanding at end of year | 246,893 | 377,361 | 246,893 | 174,175 |
Number of Options, Exercisable at end of year | 134,574 | 198,822 | ||
Number of Options, Vested and expected to vest at end of year | 246,893 | 377,361 | ||
Weighted- Average Exercise Price, Outstanding at beginning of year | $ 20.90 | $ 27.42 | ||
Weighted- Average Exercise Price, Granted | $ 6.31 | 6.19 | ||
Weighted- Average Exercise Price, Expired | 10.59 | 10.82 | ||
Weighted- Average Exercise Price, Forfeited | 7.20 | 6.51 | ||
Weighted- Average Exercise Price, Outstanding at end of year | 20.90 | 15.71 | $ 20.90 | $ 27.42 |
Weighted- Average Exercise Price, Exercisable at end of year | 32.90 | 24.25 | ||
Weighted- Average Exercise Price, Vested and expected to vest at end of year | $ 20.90 | $ 15.71 | ||
Weighted-Average Remaining Contractual Life (In Years), Outstanding | 7 years 8 months 15 days | 7 years 9 months 25 days | 7 years 2 months 12 days | 6 years 2 months 19 days |
Weighted-Average Remaining Contractual Life (In Years), Exercisable at end of year | 6 years 3 months | 6 years 5 months 15 days | ||
Weighted-Average Remaining Contractual Life (In Years), Vested and expected to vest at end of year | 7 years 8 months 15 days | 7 years 9 months 25 days |
Equity Incentive Plan - Weighte
Equity Incentive Plan - Weighted-Average Assumptions (Details) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Equity Incentive Plan | ||
Risk-Free Interest Rate | 1.82% | 1.82% |
Expected Life | 5 years | 5 years |
Expected Volatility | 141.00% | 153.00% |
Expected Dividend Yield | 0.00% | 0.00% |
Equity Incentive Plan - Restric
Equity Incentive Plan - Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Outstanding at beginning of year | 67,420 | 50,187 | 50,187 | ||
Number of Shares Awarded | 49,000 | 0 | 49,000 | ||
Number of Shares Vested | (16,022) | (37,041) | |||
Number of Shares Forfeited | (2,051) | ||||
Outstanding at end of year | 83,165 | 28,328 | 83,165 | 67,420 | 50,187 |
Weighted- Average Grant Date Fair Value Outstanding at beginning of year | $ 7.10 | $ 8.64 | $ 8.64 | ||
Weighted- Average Grant Date Fair Value Awarded | $ 6.55 | ||||
Weighted- Average Grant Date Fair Value Vested | 8.82 | 7.39 | |||
Weighted- Average Grant Date Fair Value Forfeited | 6.86 | ||||
Weighted- Average Grant Date Fair Value Outstanding at end of year | $ 7.37 | $ 6.73 | $ 7.37 | $ 7.10 | $ 8.64 |
Weighted- Average Remaining Recognition Period Nonvested Outstanding | 1 year 11 months 8 days | 1 year 7 months 2 days | 1 year 7 months 28 days | 1 year 5 months 26 days |
Equity Incentive Plan - Stock-b
Equity Incentive Plan - Stock-based Compensation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total Stock-Based Compensation Expense | $ 262,892 | $ 197,051 | $ 479,837 | $ 342,971 |
Research and Development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total Stock-Based Compensation Expense | 69,219 | 53,669 | 140,805 | 99,322 |
General and Administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total Stock-Based Compensation Expense | $ 193,673 | $ 143,382 | $ 339,032 | $ 243,649 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2010 | Jan. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding And Exercisable Intrinsic Value | $ 0 | $ 0 | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 93,165 | 150,365 | 93,165 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 59,414 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years 3 months 3 days | 2 years 3 months 10 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 909,000 | $ 580,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.12 | $ 6.26 | ||||
Sharebased Compensation Arrangement by Sharebased Payment Award Equity Instruments Other than Options Granted in Period Fair Value | $ 1,117,000 | $ 1,161,000 | ||||
Number of Options, Granted | 93,165 | 150,365 | ||||
One-year anniversary [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | |||||
24-month period [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 67.00% | |||||
Holders Owing More Than Ten Percentage Voting Rights [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||||
Holders Owing More Than Ten Percentage Voting Rights [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Percentage of Exercise Price | 110.00% | |||||
Holders Owing More Than Ten Percentage Voting Rights [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |||||
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 | 806,005 | |||||
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 | 264,337 | |||||
Excess Stock, Shares Authorized | 200,000 | 23,333 | ||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 2,051 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 49,000 | 0 | 49,000 | |||
Restricted Stock | One-year anniversary [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | |||||
Restricted Stock | 24-month period [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 67.00% |
Commitments and Contingencies -
Commitments and Contingencies - Maturities of Lease Liabilities (Details) | Jun. 30, 2021USD ($) |
Commitments and Contingencies | |
2021 | $ 110,377 |
2022 | 134,315 |
2023 | 95,899 |
Less: Imputed Interest | (32,578) |
Lease Liabilities | $ 308,013 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) € in Millions | Sep. 12, 2013USD ($) | Jul. 02, 2013EUR (€) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Nov. 30, 2023ft² | Oct. 31, 2023ft² | Mar. 31, 2022ft² | Dec. 31, 2020USD ($) | Sep. 26, 2018USD ($) |
Commitments and Contingencies [Line Items] | |||||||||||
Intangible Assets, Net (Excluding Goodwill) | $ 9,717,664 | $ 9,717,664 | $ 9,730,164 | ||||||||
Cease Payments Not Yet Paid Based On Prevailing Financial Market Conditions | 10.00% | ||||||||||
Operating lease expense | 55,188 | ||||||||||
Imputed interest on the lease liability | $ 43,195 | $ 106,040 | $ 86,390 | ||||||||
License [Member] | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Cost of Goods and Services Sold | $ 50,000 | € 155 | |||||||||
Payment of annual fee | $ 30,000 | ||||||||||
Subsequent Event | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Area of Land | ft² | 3,540 | 1,555 | |||||||||
New Valeant Agreement | Subsequent Event | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Area of Land | ft² | 4,516 | ||||||||||
SentrX Animal Care Inc | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Intangible Assets, Net (Excluding Goodwill) | 250,000 | 250,000 | $ 250,000 | ||||||||
Intangible Assets Expected Milestone Payable | $ 4,750,000 | $ 4,750,000 | $ 4,750,000 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | |
Employee Benefit Plans | ||
Defined Benefit Plan, Plan Assets, Contributions by Employer | $ 26,000 | |
Defined Benefit Plan Contributions by Employer Accrued | $ 11,136 |
Acquisition (Details)
Acquisition (Details) - Panoptes | Dec. 18, 2020USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Percentage of equity interests acquired | 100.00% |
Cash consideration paid | $ 445,000 |
Contingent consideration | 3,632,950 |
Fair value of shares issued | $ 3,169,000 |
Threshold period of volume weighted average price | 30 days |
Volume weighted average price | $ / shares | $ 3.5321 |
Due to creditor | |
Business Acquisition [Line Items] | |
Fair Value at the acquisition date | $ 212,000 |
Earn-out provisions | |
Business Acquisition [Line Items] | |
Contingent consideration | 2,067,000 |
Additional milestone payment | $ 4,750,000 |
18-month Period subject to post-closing adjustments | |
Business Acquisition [Line Items] | |
Shares issued as consideration | shares | 1,500 |
Number of shares convertible | shares | 424,685 |
Contingent consideration | $ 1,353,000 |
Common Stock | |
Business Acquisition [Line Items] | |
Shares issued as consideration | shares | 884,222 |
Series D Convertible Preferred Stock | |
Business Acquisition [Line Items] | |
Shares issued as consideration | shares | 45.893 |
Number of shares convertible | shares | 13,000 |
Acquisition - Purchase price al
Acquisition - Purchase price allocation (Details) - USD ($) | Dec. 18, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 3,484,607 | $ 3,484,607 | |
Panoptes | |||
Business Acquisition [Line Items] | |||
Current Assets | $ 410,863 | ||
In-Process R&D | 5,624,100 | ||
Goodwill | 1,958,711 | ||
Property, Plant and Equipment | 2,042 | ||
Accounts Payable and Other Liabilities | (87,777) | ||
Deferred Tax Liability | (351,507) | ||
Contingent consideration | (3,632,950) | ||
Assumed Liabilities | (312,852) | ||
Total Purchase Price | 3,610,630 | ||
Cash | 333,860 | ||
Receivables | 73,368 | ||
Prepaid expenses | 3,635 | ||
Net losses of acquiree from the acquisition date | 1,473,000 | ||
Acquisition-related costs | $ 50,000 |
Acquisition - Proforma disclosu
Acquisition - Proforma disclosure (Details) - Panoptes - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | ||
Revenues | $ 1,722 | $ 112,541 |
Operating Expenses | 2,004,966 | 4,137,017 |
Net Loss | $ (2,003,685) | $ (4,006,738) |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | Aug. 11, 2021 | Jul. 22, 2021 | Jan. 06, 2021 | Jan. 03, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Subsequent Event [Line Items] | ||||||
Shares issued | 1,531,101 | 500,000 | ||||
Proceeds from Issuance of Common Stock | $ 4,500,000 | $ 7,988,861 | $ 4,501,313 | |||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Warrants to purchase common stock | 2,334,422 | |||||
Warrants exercise price | $ 2.24 | |||||
Exercisable term | 5 years | |||||
Date of Issuance (in years) | 1 year 6 months | |||||
Subsequent Event | Registered direct offering | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued | 4,668,844 | |||||
Purchase price | $ 2.3025 | |||||
Proceeds from Issuance of Common Stock | $ 9,700,000 | |||||
Subsequent Event | Bayon | ||||||
Subsequent Event [Line Items] | ||||||
Consideration (in shares) | 50,000 | |||||
Earnout consideration | $ 7,100,000 | |||||
Contingent consideration (in shares) | 2,200,000 | |||||
Subsequent Event | Dr.Brian M.Strem | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of equity interests | 28.00% |