Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 09, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | EYEGATE PHARMACEUTICALS INC | |
Entity Central Index Key | 1,372,514 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | EYEG | |
Entity Common Stock, Shares Outstanding | 41,635,005 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and Cash Equivalents | $ 3,648,308 | $ 7,806,029 |
Unbilled Revenue | 922,488 | 0 |
Prepaid Expenses and Other Current Assets | 731,649 | 629,591 |
Current Portion of Refundable Tax Credit Receivable | 25,886 | 23,685 |
Total Current Assets | 5,328,331 | 8,459,305 |
Property and Equipment, Net | 47,785 | 55,751 |
Restricted Cash | 45,000 | 45,000 |
Goodwill and In-Process R&D | 5,438,210 | 5,438,210 |
Other Assets | 307,126 | 307,126 |
Total Assets | 11,166,452 | 14,305,392 |
Current Liabilities: | ||
Accounts Payable | 221,880 | 706,089 |
Accrued Expenses | 1,409,348 | 1,813,847 |
Deferred Revenue | 2,860,000 | 12,313,600 |
Total Current Liabilities | 4,491,228 | 14,833,536 |
Non-Current Liabilities: | ||
Contingent Consideration | 1,210,000 | 1,210,000 |
Deferred Tax Liability | 183,923 | 183,923 |
Long-Term Portion of Capital Lease Obligation | 3,283 | 4,855 |
Total Non-Current Liabilities | 1,397,206 | 1,398,778 |
Total Liabilities | 5,888,434 | 16,232,314 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ Equity (Deficit): | ||
Preferred Stock, $0.01 Par Value: 9,995,828 shares authorized; 3,750 designated Series A, 0 shares issued and outstanding at March 31, 2018 and December 31, 2017; 10,000 designated Series B, 600 shares issued and outstanding at March 31, 2018 and December 31, 2017; 10,000 shares designated Series C, 0 shares issued and outstanding at March 31, 2018 and December 31, 2017 | 6 | 6 |
Common Stock, $0.01 Par Value: 100,000,000 shares authorized; 17,257,255 shares issued and outstanding at March 31, 2018 and December 31, 2017 | 172,573 | 172,573 |
Additional Paid-In Capital | 89,694,834 | 89,589,681 |
Accumulated Deficit | (84,718,102) | (91,816,655) |
Accumulated Other Comprehensive Income | 128,707 | 127,473 |
Total Stockholders’ Equity (Deficit) | 5,278,018 | (1,926,922) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 11,166,452 | $ 14,305,392 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 17,257,255 | 17,257,255 |
Common Stock, Shares, Outstanding | 17,257,255 | 17,257,255 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 9,995,828 | 9,995,828 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock Designated Shares | 3,750 | 3,750 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 1,330,000 |
Preferred Stock, Shares Issued | 600 | 600 |
Preferred Stock, Shares Outstanding | 600 | 600 |
Preferred Stock Designated Shares | 10,000 | 10,000 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock Designated Shares | 10,000 | 10,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Collaboration Revenue | $ 1,096,008 | $ 184,532 |
Operating Expenses: | ||
Research and Development | 2,521,009 | 1,815,000 |
General and Administrative | 954,048 | 1,289,144 |
Total Operating Expenses | 3,475,057 | 3,104,144 |
Operating Loss Before Other Expense | (2,379,049) | (2,919,612) |
Other Expense, Net: | ||
Interest Income | 26 | 261 |
Interest Expense | (304) | (303) |
Total Other Expense, Net | (278) | (42) |
Net Loss | $ (2,379,327) | $ (2,919,654) |
Net Loss Per Common Share - Basic and Diluted | $ (0.14) | $ (0.28) |
Weighted Average Shares Outstanding - Basic and Diluted | 17,257,255 | 10,456,379 |
Other Comprehensive Loss: | ||
Foreign Currency Translation Adjustments | $ 1,234 | $ 65 |
Comprehensive Loss | $ (2,378,093) | $ (2,919,589) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - 3 months ended Mar. 31, 2018 - USD ($) | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Series B Convertible Preferred Stock [Member] |
Balance (Previously Reported [Member]) at Dec. 31, 2017 | $ (1,926,922) | $ 172,573 | $ 89,589,681 | $ 127,473 | $ (91,816,655) | $ 6 |
Balance at Dec. 31, 2017 | 7,550,958 | $ 172,573 | 89,589,681 | 127,473 | (82,338,775) | $ 6 |
Balance (in shares) (Previously Reported [Member]) at Dec. 31, 2017 | 17,257,255 | 600 | ||||
Balance (in shares) at Dec. 31, 2017 | 17,257,255 | 600 | ||||
Cumulative effect of change in accounting principle (note 2) | Restatement Adjustment [Member] | 9,477,880 | 9,477,880 | ||||
Stock-Based Compensation | 145,547 | 145,547 | ||||
Foreign Currency Translation Adjustment | 1,234 | 1,234 | ||||
Net Loss | (2,379,327) | |||||
Balance at Mar. 31, 2018 | $ 5,278,018 | $ 172,573 | $ 89,694,834 | $ 128,707 | $ (84,718,102) | $ 6 |
Balance (in shares) at Mar. 31, 2018 | 17,257,255 | 600 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating Activities | ||
Net Loss | $ (2,379,327) | $ (2,919,654) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Depreciation and Amortization | 7,966 | 4,536 |
Stock-Based Compensation | 145,547 | 276,901 |
Changes in Operating Assets and Liabilities: | ||
Prepaid Expenses and Other Current Assets | (102,058) | (398,476) |
Refundable Tax Credit Receivable | (1,524) | 0 |
License Fee Receivable | 0 | 3,927,514 |
Other Assets | 0 | (207) |
Accounts Payable | (484,209) | (101,138) |
Deferred Revenue | (92,000) | 0 |
Unbilled Revenue | (806,208) | 0 |
Accrued Expenses | (402,910) | (808,077) |
Net Cash Used in Operating Activities | (4,114,723) | (18,601) |
Financing Activities | ||
Exercise of Common Stock Options | 0 | 1,841 |
Proceeds from Issuance of Stock | 0 | 1,922,252 |
Stock Issuance Costs | (40,394) | (98,319) |
Equipment Financing Payments | (3,161) | (3,162) |
Net Cash (Used In) Provided by Financing Activities | (43,555) | 1,822,612 |
Effect of Exchange Rate Changes on Cash | 557 | (1,564) |
Net (Decrease) Increase in Cash | (4,157,721) | 1,802,447 |
Supplemental Disclosure of Noncash Investing and Financing Activities | ||
Cash, Including Restricted Cash, Beginning of Period | 7,851,029 | 3,680,224 |
Cash, Including Restricted Cash, End of Period | $ 3,693,308 | $ 5,482,671 |
Organization, Business, and Liq
Organization, Business, and Liquidity | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | 1. Organization, Business, and Liquidity EyeGate Pharmaceuticals, Inc. (“EyeGate” or the “Company”) a Delaware corporation, began operations in December 2004 and is a clinical-stage specialty pharmaceutical company that is focused on developing and commercializing products for treating diseases and disorders of the eye. EyeGate’s first product in clinical trials incorporates a reformulated topically active corticosteroid, dexamethasone phosphate, EGP-437, that is delivered into the ocular tissues though its proprietary iontophoresis drug delivery system, the EyeGate® II Delivery System. The Company is developing the EyeGate® II Delivery System and EGP-437 combination product (together, the “EGP-437 Product”) for the treatment of various inflammatory conditions of the eye, including anterior uveitis, a debilitating form of intraocular inflammation of the anterior portion of the uvea, such as the iris and/or ciliary body, post-cataract surgery inflammation and pain, and macular edema, an abnormal thickening of the macula associated with the accumulation of excess fluids in the retina. The Company’s wholly owned subsidiary, Jade Therapeutics, Inc. (“Jade”), develops locally-administered, polymer-based products designed to treat poorly-served ophthalmic indications. EyeGate and Jade are an integrated line of business developing ophthalmic solutions for a variety of ocular diseases and disorders. As of March 31, 2018, there were 17,257,255 0.01 0.01 600 0.01 0.01 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 March 31, 2018, EyeGate had Cash and Cash Equivalents of $ 3,648,308 84,718,102 10.1 100,000,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries, EyeGate Pharma S.A.S. and Jade (since date of acquisition), 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, 2017. 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. 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. 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 March 31, 2018, the Company has recorded $ 3,912,314 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. The Company has entered into certain related-party transactions, making payments for services to one vendor, ten consultants and two public universities, all of whom also are stockholders of the Company. These transactions generally are ones that involve a stockholder or option holder of the Company to whom we also make payments during the year, typically as a consultant or a service provider. The amounts recorded or paid are not material to the accompanying Condensed Consolidated Financial Statements. March 31, March 31, Common Stock Warrants 9,455,961 2,852,736 Employee Stock Options 2,167,003 1,489,934 Total Shares of Common Stock Issuable 11,622,964 4,342,670 The carrying amounts of Accounts Receivable and Accounts Payable approximate their fair values due to the short-term nature of these items. As of March 31, 2018 and December 31, 2017, the fair value of the Company’s money market funds and contingent consideration was $ 750,984 1,210,000 750,965 1,210,000 At March 31, 2018 and December 31, 2017, the Company had no other assets or liabilities that are subject to fair value methodology and estimation in accordance with U.S. GAAP. The Company’s revenues are generated primarily through arrangements which generally contain multiple elements, or deliverables, including licenses and R&D activities to be performed by the Company on behalf of the licensor or grantor. Payments to EyeGate under these arrangements typically include one or more of the following: (1) nonrefundable, upfront license fees, (2) funding of discovery research efforts on a full-time equivalent basis, (3) reimbursement of research, development and intellectual property costs, (4) milestone payments, and (5) royalties on future product sales. On July 9, 2015, the Company entered into an exclusive, worldwide licensing agreement with a subsidiary of Valeant Pharmaceuticals International, Inc. (“Valeant”), through which the Company granted to Valeant an exclusive, worldwide commercial and manufacturing right to the Company’s EGP-437 Product in the field of anterior uveitis, as well as a right of last negotiation to license its EGP-437 Product for indications other than anterior uveitis (the “Valeant Agreement”). There are four principal R&D milestones under the Valeant Agreement: (i) the Phase 3 Clinical Trial, (ii) the Endothelial Cell Count Safety Trial (a trial to determine that treatment has not adversely affected a patient’s corneal endothelial cell density), (iii) the CMC Validation, and (iv) the New Drug Application, or “NDA”, filing with the FDA (collectively, the “Four Milestones”, and each individually, a “Milestone”). Under the Valeant Agreement, Valeant paid to the Company an initial upfront payment of $ 1.0 32.5 4.1 On February 21, 2017, the Company entered into another exclusive, worldwide licensing agreement with a subsidiary of Valeant (the “New Valeant Agreement”), through which the Company granted Valeant exclusive, worldwide commercial and manufacturing rights to its EGP-437 Product in the field of ocular iontophoretic treatment for post-operative ocular inflammation and pain in ocular surgery patients (the “New Field”). Under the New Valeant Agreement, Valeant paid the Company an initial upfront payment of $ 4.0 99.0 3.4 In May 2014, the FASB issued ASU 2014-09, Revenues from Contracts with Customers (Topic 606) The Company did not elect to early adopt and adopted the new standard on January 1, 2018, using the modified retrospective method, which provides for a cumulative effect adjustment in the amount of $ 9.5 Cumulative Impact Balance as of from Adopting New Balance as of December 31, 2017 Revenue Guidance January 1, 2018 Assets: Unbilled Revenue - 116,280 116,280 Liabilities: Deferred Revenue 12,313,600 (9,361,600) 2,952,000 Stockholders' Equity: Accumulated Deficit (91,816,655) 9,477,880 (82,338,775) Previous Impact from As Reported Accounting Adopting New March 31, 2018 Guidance Revenue Guidance Condensed Consolidated Balance Sheet Assets: Unbilled Revenue 922,488 - 922,488 Liabilities: Deferred Revenue 2,860,000 12,511,400 (9,651,400) Stockholders' Equity: Accumulated Deficit (84,718,102) (95,291,990) 10,573,888 Condensed Consolidated Statement of Operations and Comprehensive Loss Collaboration Revenue 1,096,008 - 1,096,008 Operating Loss Before Other Expenses (2,379,049) (3,475,057) 1,096,008 Net Loss (2,379,327) (3,475,335) 1,096,008 Comprehensive Loss (2,378,093) (3,474,101) 1,096,008 Under this new guidance, the Company recognizes revenue when its customer obtains control of promised services, in an amount that reflects the consideration which the Company expects to receive in exchange for those services. To determine whether arrangements are within the scope of this new guidance, the Company performs the following five steps: (i) identifies the contract with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when (or as) the Company satisfies its performance obligation. The Company applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Upon adoption of ASU 2014-09, the Company recognizes revenue from the transaction price applied to each single performance obligation over time as milestones are reached for each performance obligation. The Company only recognizes revenue on those milestones that are within the Company’s control and any constrained variable consideration that requires regulatory approval will only be included in the transaction price when performance is complete. March 31, January 1, Contract Asset: Unbilled Revenue 922,488 116,280 Contract Liabilities: Deferred Revenue 2,860,000 2,952,000 Three Months March 31, Revenue recognized in the period from: Amounts included in contract liability at the beginning of the period 92,000 In addition, the Company may receive government grant funds for specified ocular therapeutic research activities. Revenue under these grants will be recorded when the Company performs the activities specified by the terms of each grant and is entitled to the funds. In February 2016, the FASB issued ASU No. 2016-02, Leases see On January 26, 2017, the FASB issued ASU No. 2017-04, Intangibles Goodwill and Other |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 3. Property and Equipment Estimated March 31, December 31, Laboratory Equipment 3 $ 42,576 $ 42,576 Office Furniture 5 14,430 14,430 Leasehold Improvements 2 22,569 22,569 79,575 79,575 Less: Accumulated Depreciation 31,790 23,824 $ 47,785 $ 55,751 Depreciation expense was $ 7,966 4,536 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2018 | |
Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 4. Accrued Expenses Accrued expenses consist of the following: March 31, December 31, Clinical Trials $ 815,921 $ 807,322 Payroll and Benefits 333,796 788,551 Professional Fees 195,374 149,273 Consulting 54,633 57,487 Short-Term Portion of Capital Lease Obligation 9,624 11,214 Total Accrued Expenses $ 1,409,348 $ 1,813,847 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 5. Debt The Company has no indebtedness other than trade and accounts payable and capital lease obligations in the ordinary course of business as of March 31, 2018 and December 31, 2017. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 6. Capital Stock On May 24, 2016, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Sales Agent”), to create an at the market equity program under which the Company can from time to time offer and sell up to 1,319,289 3,285,798 642,150 1.8 On June 14, 2017, the Company completed a public offering of 5,336,667 1,995 1,330,000 6,666,667 8.8 1.50 6,666,667 675 450,000 1,320 880,000 At each of March 31, 2018 and December 31, 2017, the Company had 100,000,000 0.01 17,257,255 9,995,828 0.01 3,750 0 10,000 600 10,000 0 0 400,000 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Warrants [Abstract] | |
Warrants Disclosure [Text Block] | 7. Warrants Number of Weighted Weighted Outstanding at December 31, 2017 9,455,961 $ 3.26 4.23 Outstanding at March 31, 2018 9,455,961 $ 3.26 3.98 All of the warrant agreements provide for a cashless exercise in certain specified circumstances, whereby the number of warrants to be issued will be reduced by the number of shares which could be purchased from the proceeds of the exercise of the respective warrant. The outstanding warrants expire from 2020 through 2025. |
Equity Incentive Plan
Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2018 | |
Share Based Compensation Option And Incentive Plan [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | 8. 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 891,222 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 March 31, 2018, the maximum number of shares of Common Stock that may be issued pursuant to the 2014 Plan and the ESPP is 2,040,123 170,567 In January 2018, the number of shares of common stock issuable under the 2014 Plan automatically increased by 350,000 2,040,123 Number of Options Weighted- Average Weighted-Average Outstanding at December 31, 2017 1,893,003 $ 2.49 5.40 Granted 275,500 0.57 9.90 Forfeited (1,500) 0.83 Outstanding at March 31, 2018 2,167,003 $ 2.24 5.49 Exercisable at March 31, 2018 1,272,677 $ 2.72 3.90 Vested and Expected to Vest at March 31, 2018 1,272,677 $ 2.72 3.90 Outstanding at December 31, 2016 1,509,711 $ 2.85 5.04 Granted 51,450 1.71 9.85 Exercised (1,083) 1.70 Expired (70,144) 2.16 Outstanding at March 31, 2017 1,489,934 $ 2.87 5.27 Exercisable at March 31, 2017 1,051,719 $ 2.75 4.49 Vested and Expected to Vest at March 31, 2017 1,051,719 $ 2.75 4.49 On February 28, 2018, the Board approved the grant of options to purchase 275,000 500 In general, options granted under the 2014 Plan vest 33.33% on the one-year anniversary of the grant date and the remainder ratably over a 24-month period. On January 31, 2017, the Board approved the grant of options to purchase 36,000 15,450 In general, grants under the 2014 Plan vest 33.33% on the one-year anniversary of the grant date, and the remainder ratably over the 24-month period following the one-year anniversary. On February 6, 2017, the Board approved the grant of 104,000 These vest 33.33% on the one-year anniversary of the grant date, and the remainder ratably over the 24-month period following the one-year anniversary. 37,190 1,000 2018 2017 Risk-Free Interest Rate 1.82 % 1.82 % Expected Life 7.00 years 9.20 years Expected Volatility 159 % 174 % 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 quarter ended March 31, 2018 and 2017 was $ 0.57 1.72 Three Months Ended 2018 2017 Research and Development $ 57,078 $ 164,932 General and Administrative 88,469 111,969 $ 145,547 $ 276,901 The fair value of options granted for the three months ended March 31, 2018 and March 31, 2017 was $ 151,174 22,862 945,000 1,007,000 1.57 1.61 0 1,181,000 0 1,000 At March 31, 2018, there were 192,411 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 9. Commitments and Contingencies Leases The Company is a party to a real property operating lease for the rental of office space in Waltham, Massachusetts of up to 4,516 2,300 128,000 144,000 The Company is a party to two nominal equipment capital lease agreements, one for a three-year term and one for a two-year term, for the use of scientific instruments in its Salt Lake City laboratory. License Agreements The Company is a party to six license agreements as described below. Four of the six license agreements require the Company to pay royalties or fees to the licensor based on Revenue related to the licensed technology, and the agreements with Valeant require Valeant to pay royalties to the Company based on revenue related to the licensed technology. On February 15, 1999, the Company entered in to an exclusive worldwide license agreement with the University of Miami School of Medicine to license technology relating to the Company’s EyeGate® II Delivery System. This agreement, which was amended in December 2005, requires the Company to pay to the University of Miami an annual license fee of $ 12,500 12 On July 23, 1999, the Company entered into a perpetual Transaction Protocol agreement with Francine Behar-Cohen to acknowledge the Company’s right to use certain patents that Ms. Behar-Cohen had certain ownership rights with respect to and which are used in the Company’s EGP-437 Combination Product. The agreement also provides for the Company to pay Ms. Behar-Cohen a fee based on a percentage of the pre-tax turnover generated from sales of the Company’s EGP-437 Combination Product relating to its inclusion of the EyeGate® II Delivery System. The fees due under the agreement expired in January 2018, but the Company continues to maintain its rights under the agreement. On September 12, 2013, Jade entered into an agreement with BioTime, Inc. granting to it the exclusive worldwide right to commercialize cross-linked thiolated carboxymethyl hyaluronic acid (“CMHA-S”) for ophthalmic treatments in humans. The agreement calls for a license issue fee paid to BioTime of $ 50,000 30,000 On July 9, 2015, the Company entered into an exclusive worldwide licensing agreement with a subsidiary of Valeant through which EyeGate has granted Valeant exclusive, worldwide commercial and manufacturing rights to its EGP-437 Product in the field of anterior uveitis, as well as a right of last negotiation to license the EGP-437 Product for other indications. Under the agreement, Valeant paid the Company an upfront payment of $ 1.0 32.5 On June 17, 2016, the Company entered into an exclusive worldwide license agreement with the University of Utah Research Foundation to further the commercial development of the NASH technology, together with alkylated HA. The agreement calls for payments due to the University of Utah, consisting of a license grant fee of $ 15,000 5,000 20,000 On February 21, 2017, the Company entered into an exclusive, worldwide licensing agreement with a subsidiary of Valeant (the “New Valeant Agreement”), through which the Company granted Valeant exclusive, worldwide commercial and manufacturing rights to its EGP-437 Product in the field of ocular iontophoretic treatment for post-operative ocular inflammation and pain in ocular surgery patients (the “New Field”). Under the New Valeant Agreement, Valeant paid the Company an initial upfront payment of $ 4.0 the Company is eligible to receive milestone payments totaling up to approximately $99.0 million, upon and subject to the achievement of certain specified developmental and commercial progress of the EGP-437 Product for the New Field. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2018 | |
Postemployment Benefits [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | 10. 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. The Company made no matching contribution for the three months ended March 31, 2018 and 2017. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 11. Subsequent Events On April 17, 2018, the Company completed a public offering of 14,730,000 20,426,250 35,156,250 0.32 10.1 1,400 4,375,000 3,263,750 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation [Policy Text Block] | 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. and Jade (since date of acquisition), 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, 2017. |
Unaudited Interim Financial Information [Policy Text Block] | 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, Policy [Policy Text Block] | 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 Expense, Policy [Policy Text Block] | 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, Policy [Policy Text Block] | 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 March 31, 2018, the Company has recorded $ 3,912,314 |
Accrued Clinical Expenses [Policy Text Block] | 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 [Policy Text Block] | Related Party Transactions The Company has entered into certain related-party transactions, making payments for services to one vendor, ten consultants and two public universities, all of whom also are stockholders of the Company. These transactions generally are ones that involve a stockholder or option holder of the Company to whom we also make payments during the year, typically as a consultant or a service provider. The amounts recorded or paid are not material to the accompanying Condensed Consolidated Financial Statements. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share March 31, March 31, Common Stock Warrants 9,455,961 2,852,736 Employee Stock Options 2,167,003 1,489,934 Total Shares of Common Stock Issuable 11,622,964 4,342,670 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The carrying amounts of Accounts Receivable and Accounts Payable approximate their fair values due to the short-term nature of these items. As of March 31, 2018 and December 31, 2017, the fair value of the Company’s money market funds and contingent consideration was $ 750,984 1,210,000 750,965 1,210,000 At March 31, 2018 and December 31, 2017, 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, Policy [Policy Text Block] | Revenue Recognition The Company’s revenues are generated primarily through arrangements which generally contain multiple elements, or deliverables, including licenses and R&D activities to be performed by the Company on behalf of the licensor or grantor. Payments to EyeGate under these arrangements typically include one or more of the following: (1) nonrefundable, upfront license fees, (2) funding of discovery research efforts on a full-time equivalent basis, (3) reimbursement of research, development and intellectual property costs, (4) milestone payments, and (5) royalties on future product sales. On July 9, 2015, the Company entered into an exclusive, worldwide licensing agreement with a subsidiary of Valeant Pharmaceuticals International, Inc. (“Valeant”), through which the Company granted to Valeant an exclusive, worldwide commercial and manufacturing right to the Company’s EGP-437 Product in the field of anterior uveitis, as well as a right of last negotiation to license its EGP-437 Product for indications other than anterior uveitis (the “Valeant Agreement”). There are four principal R&D milestones under the Valeant Agreement: (i) the Phase 3 Clinical Trial, (ii) the Endothelial Cell Count Safety Trial (a trial to determine that treatment has not adversely affected a patient’s corneal endothelial cell density), (iii) the CMC Validation, and (iv) the New Drug Application, or “NDA”, filing with the FDA (collectively, the “Four Milestones”, and each individually, a “Milestone”). Under the Valeant Agreement, Valeant paid to the Company an initial upfront payment of $ 1.0 32.5 4.1 On February 21, 2017, the Company entered into another exclusive, worldwide licensing agreement with a subsidiary of Valeant (the “New Valeant Agreement”), through which the Company granted Valeant exclusive, worldwide commercial and manufacturing rights to its EGP-437 Product in the field of ocular iontophoretic treatment for post-operative ocular inflammation and pain in ocular surgery patients (the “New Field”). Under the New Valeant Agreement, Valeant paid the Company an initial upfront payment of $ 4.0 99.0 3.4 In May 2014, the FASB issued ASU 2014-09, Revenues from Contracts with Customers (Topic 606) The Company did not elect to early adopt and adopted the new standard on January 1, 2018, using the modified retrospective method, which provides for a cumulative effect adjustment in the amount of $ 9.5 Cumulative Impact Balance as of from Adopting New Balance as of December 31, 2017 Revenue Guidance January 1, 2018 Assets: Unbilled Revenue - 116,280 116,280 Liabilities: Deferred Revenue 12,313,600 (9,361,600) 2,952,000 Stockholders' Equity: Accumulated Deficit (91,816,655) 9,477,880 (82,338,775) Previous Impact from As Reported Accounting Adopting New March 31, 2018 Guidance Revenue Guidance Condensed Consolidated Balance Sheet Assets: Unbilled Revenue 922,488 - 922,488 Liabilities: Deferred Revenue 2,860,000 12,511,400 (9,651,400) Stockholders' Equity: Accumulated Deficit (84,718,102) (95,291,990) 10,573,888 Condensed Consolidated Statement of Operations and Comprehensive Loss Collaboration Revenue 1,096,008 - 1,096,008 Operating Loss Before Other Expenses (2,379,049) (3,475,057) 1,096,008 Net Loss (2,379,327) (3,475,335) 1,096,008 Comprehensive Loss (2,378,093) (3,474,101) 1,096,008 Under this new guidance, the Company recognizes revenue when its customer obtains control of promised services, in an amount that reflects the consideration which the Company expects to receive in exchange for those services. To determine whether arrangements are within the scope of this new guidance, the Company performs the following five steps: (i) identifies the contract with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when (or as) the Company satisfies its performance obligation. The Company applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Upon adoption of ASU 2014-09, the Company recognizes revenue from the transaction price applied to each single performance obligation over time as milestones are reached for each performance obligation. The Company only recognizes revenue on those milestones that are within the Company’s control and any constrained variable consideration that requires regulatory approval will only be included in the transaction price when performance is complete. March 31, January 1, Contract Asset: Unbilled Revenue 922,488 116,280 Contract Liabilities: Deferred Revenue 2,860,000 2,952,000 Three Months March 31, Revenue recognized in the period from: Amounts included in contract liability at the beginning of the period 92,000 In addition, the Company may receive government grant funds for specified ocular therapeutic research activities. Revenue under these grants will be recorded when the Company performs the activities specified by the terms of each grant and is entitled to the funds. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases see On January 26, 2017, the FASB issued ASU No. 2017-04, Intangibles Goodwill and Other |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The computation of Net Loss per Common Share Basic and Diluted, is based on the weighted-average number of shares outstanding of Common Stock. In computing diluted loss per share, no effect has been given to the shares of common stock issuable upon the conversion or exercise of the following dilutive securities, as the Company’s net loss would make the effect anti-dilutive. March 31, March 31, Common Stock Warrants 9,455,961 2,852,736 Employee Stock Options 2,167,003 1,489,934 Total Shares of Common Stock Issuable 11,622,964 4,342,670 |
Schedule Of Cummulative effect Of Revenue Recognition To Condensed Balance Sheet | The cumulative effect of initially applying the new revenue recognition guidance to the Company’s Condensed Consolidated Balance Sheet on January 1, 2018 was as follows: Cumulative Impact Balance as of from Adopting New Balance as of December 31, 2017 Revenue Guidance January 1, 2018 Assets: Unbilled Revenue - 116,280 116,280 Liabilities: Deferred Revenue 12,313,600 (9,361,600) 2,952,000 Stockholders' Equity: Accumulated Deficit (91,816,655) 9,477,880 (82,338,775) |
Schedule Of Impact From Adopting The New Revenue Recognition Guidance On The Condensed Financial Statements | The impact from adopting the new revenue recognition guidance on the Company’s Condensed Consolidated Financial Statements was as follows: Previous Impact from As Reported Accounting Adopting New March 31, 2018 Guidance Revenue Guidance Condensed Consolidated Balance Sheet Assets: Unbilled Revenue 922,488 - 922,488 Liabilities: Deferred Revenue 2,860,000 12,511,400 (9,651,400) Stockholders' Equity: Accumulated Deficit (84,718,102) (95,291,990) 10,573,888 Condensed Consolidated Statement of Operations and Comprehensive Loss Collaboration Revenue 1,096,008 - 1,096,008 Operating Loss Before Other Expenses (2,379,049) (3,475,057) 1,096,008 Net Loss (2,379,327) (3,475,335) 1,096,008 Comprehensive Loss (2,378,093) (3,474,101) 1,096,008 |
Contract with Customer, Asset and Liability | The below table represents the changes in the Company’s contract assets and contract liabilities: March 31, January 1, Contract Asset: Unbilled Revenue 922,488 116,280 Contract Liabilities: Deferred Revenue 2,860,000 2,952,000 Three Months March 31, Revenue recognized in the period from: Amounts included in contract liability at the beginning of the period 92,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consists of the following: Estimated March 31, December 31, Laboratory Equipment 3 $ 42,576 $ 42,576 Office Furniture 5 14,430 14,430 Leasehold Improvements 2 22,569 22,569 79,575 79,575 Less: Accumulated Depreciation 31,790 23,824 $ 47,785 $ 55,751 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consist of the following: March 31, December 31, Clinical Trials $ 815,921 $ 807,322 Payroll and Benefits 333,796 788,551 Professional Fees 195,374 149,273 Consulting 54,633 57,487 Short-Term Portion of Capital Lease Obligation 9,624 11,214 Total Accrued Expenses $ 1,409,348 $ 1,813,847 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Warrants [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | At March 31, 2018, the following warrants were outstanding: Number of Weighted Weighted Outstanding at December 31, 2017 9,455,961 $ 3.26 4.23 Outstanding at March 31, 2018 9,455,961 $ 3.26 3.98 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Share Based Compensation Option And Incentive Plan [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following is a summary of stock option activity for the three months ended March 31, 2018 and 2017: Number of Options Weighted- Average Weighted-Average Outstanding at December 31, 2017 1,893,003 $ 2.49 5.40 Granted 275,500 0.57 9.90 Forfeited (1,500) 0.83 Outstanding at March 31, 2018 2,167,003 $ 2.24 5.49 Exercisable at March 31, 2018 1,272,677 $ 2.72 3.90 Vested and Expected to Vest at March 31, 2018 1,272,677 $ 2.72 3.90 Outstanding at December 31, 2016 1,509,711 $ 2.85 5.04 Granted 51,450 1.71 9.85 Exercised (1,083) 1.70 Expired (70,144) 2.16 Outstanding at March 31, 2017 1,489,934 $ 2.87 5.27 Exercisable at March 31, 2017 1,051,719 $ 2.75 4.49 Vested and Expected to Vest at March 31, 2017 1,051,719 $ 2.75 4.49 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | For the quarters ended March 31, 2018 and 2017, the fair value of each option grant has been estimated on the date of grant using the Black- 2018 2017 Risk-Free Interest Rate 1.82 % 1.82 % Expected Life 7.00 years 9.20 years Expected Volatility 159 % 174 % Expected Dividend Yield 0 % 0 % |
Employee and Non Employee Service Share Based Compensation Allocation off Recognized Period Costs [Table Text Block] | 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 2018 2017 Research and Development $ 57,078 $ 164,932 General and Administrative 88,469 111,969 $ 145,547 $ 276,901 |
Organization, Business, and L24
Organization, Business, and Liquidity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Apr. 17, 2018 | Feb. 21, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jan. 02, 2018 | Dec. 31, 2017 | May 06, 2016 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Common Stock, Shares, Outstanding | 17,257,255 | 17,257,255 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||
Cash and Cash Equivalents, at Carrying Value | $ 3,648,308 | $ 7,806,029 | |||||
Retained Earnings (Accumulated Deficit) | (84,718,102) | $ (82,338,775) | $ (91,816,655) | ||||
Proceeds from Issuance of Common Stock | $ 1,800,000 | $ 0 | $ 1,922,252 | ||||
Capital Units, Authorized | 100,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||
Series A Preferred Stock [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||
Series B Preferred Stock [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 1,330,000 | |||||
Preferred Stock, Shares Outstanding | 600 | 600 | |||||
Series C Preferred Stock [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | ||||||
Subsequent Event [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from Issuance of Common Stock | $ 10,100,000 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,622,964 | 4,342,670 |
Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,455,961 | 2,852,736 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,167,003 | 1,489,934 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details 1) - USD ($) | Mar. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Unbilled Revenue | $ 922,488 | $ 116,280 | $ 0 |
Deferred Revenue | 2,860,000 | 2,952,000 | 12,313,600 |
Accumulated Deficit | $ (84,718,102) | $ (82,338,775) | (91,816,655) |
Cumulative Impact from Adopting New Revenue Guidance [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Unbilled Revenue | 116,280 | ||
Deferred Revenue | (9,361,600) | ||
Accumulated Deficit | $ 9,477,880 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Jan. 02, 2018 | Dec. 31, 2017 | |
Assets: | ||||
Unbilled Revenue | $ 922,488 | $ 116,280 | $ 0 | |
Liabilities: | ||||
Deferred Revenue | 2,860,000 | 2,952,000 | 12,313,600 | |
Stockholders' Equity: | ||||
Accumulated Deficit | (84,718,102) | $ (82,338,775) | $ (91,816,655) | |
Collaboration Revenue | 1,096,008 | $ 184,532 | ||
Operating Loss Before Other Expenses | (2,379,049) | |||
Net Loss | (2,379,327) | (2,919,654) | ||
Comprehensive Loss | (2,378,093) | $ (2,919,589) | ||
Previous Accounting Guidances [Member] | ||||
Assets: | ||||
Unbilled Revenue | 0 | |||
Liabilities: | ||||
Deferred Revenue | 12,511,400 | |||
Stockholders' Equity: | ||||
Accumulated Deficit | (95,291,990) | |||
Collaboration Revenue | 0 | |||
Operating Loss Before Other Expenses | (3,475,057) | |||
Net Loss | (3,475,335) | |||
Comprehensive Loss | (3,474,101) | |||
Adopting New Revenue Guidance [Member] | ||||
Assets: | ||||
Unbilled Revenue | 922,488 | |||
Liabilities: | ||||
Deferred Revenue | (9,651,400) | |||
Stockholders' Equity: | ||||
Accumulated Deficit | 10,573,888 | |||
Collaboration Revenue | 1,096,008 | |||
Operating Loss Before Other Expenses | 1,096,008 | |||
Net Loss | 1,096,008 | |||
Comprehensive Loss | $ 1,096,008 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details 3) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Jan. 02, 2018 | |
Contract with Customer, Liability [Abstract] | ||
Contract with Customer, Liability, Revenue Recognized | $ 92,000 | |
Deferred Revenue [Member] | ||
Contract with Customer, Liability [Abstract] | ||
Contract with Customer, Liability | 2,860,000 | $ 2,952,000 |
Unbilled Revenues [Member] | ||
Contract with Customer, Asset, Net [Abstract] | ||
Contract with Customer, Asset, Net | $ 922,488 | $ 116,280 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | ||||
Feb. 21, 2017 | Jul. 09, 2015 | Mar. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 | |
Money Market Funds Fair Value | $ 750,984 | $ 750,965 | |||
Contingent Consideration Funds Fair Value | 1,210,000 | $ 1,210,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 3,912,314 | ||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 9,500,000 | ||||
New Valeant Agreement [Member] | |||||
Revenue Recognition, Milestone Method, Description | the Company is eligible to receive milestone payments totaling up to approximately $99.0 million, upon and subject to the achievement of certain specified developmental and commercial progress of the EGP-437 Product for the New Field. | ||||
Proceeds From Upfront Payment | $ 4,000,000 | $ 1,000,000 | |||
Revenue Recognition Milestone Payments | 3,400,000 | 4,100,000 | |||
Revenue Recognition, Milestone Method, Revenue Recognized | $ 99,000,000 | $ 32,500,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 79,575 | $ 79,575 |
Less: Accumulated Depreciation | 31,790 | 23,824 |
Property, Plant and Equipment, Net | 47,785 | 55,751 |
Laboratory Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 42,576 | 42,576 |
Property, Plant and Equipment, Useful Life | 3 years | |
Office Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 14,430 | 14,430 |
Property, Plant and Equipment, Useful Life | 5 years | |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 22,569 | $ 22,569 |
Property, Plant and Equipment, Useful Life | 2 years |
Property and Equipment (Detai31
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 7,966 | $ 4,536 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Accrued Expenses [Line Items] | ||
Clinical Trials | $ 815,921 | $ 807,322 |
Payroll and Benefits | 333,796 | 788,551 |
Professional Fees | 195,374 | 149,273 |
Consulting | 54,633 | 57,487 |
Short-Term Portion of Capital Lease Obligation | 9,624 | 11,214 |
Total Accrued Expenses | $ 1,409,348 | $ 1,813,847 |
Capital Stock (Details Textual)
Capital Stock (Details Textual) - USD ($) | Jun. 14, 2017 | Jun. 15, 2017 | Feb. 21, 2017 | May 24, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||
Common Stock, Shares, Outstanding | 17,257,255 | 17,257,255 | |||||
Preferred Stock, Shares Authorized | 6,666,667 | 9,995,828 | 9,995,828 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,330,000 | ||||||
Proceeds from Issuance or Sale of Equity | $ 8,800,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,319,289 | ||||||
Sale of Stock, Consideration Received on Transaction | $ 3,285,798 | ||||||
Proceeds from Issuance of Common Stock | $ 1,800,000 | $ 0 | $ 1,922,252 | ||||
Issuance of Common Stock, Description | the Company is restricted from issuing any shares pursuant to the ATM Agreement for a period of twenty-four months following the closing date of the offering. However, this restriction is suspended for any sale of shares of Common Stock under the ATM Agreement that is above $3.00 per share. | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,666,667 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 5,336,667 | 642,150 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 450,000 | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 6,666,667 | 880,000 | |||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||
Preferred Stock, Shares Issued | 450,000 | 0 | 0 | ||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||
Common Stock, Other Shares, Outstanding | 0 | ||||||
Preferred Stock Designated Shares | 3,750 | 3,750 | |||||
Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 1,330,000 | |||||
Stock Issued During Period, Shares, New Issues | 1,995 | ||||||
Preferred Stock, Shares Issued | 600 | 600 | |||||
Preferred Stock, Shares Outstanding | 600 | 600 | |||||
Conversion of Stock, Shares Converted | 675 | 1,320 | |||||
Common Stock, Other Shares, Outstanding | 400,000 | ||||||
Preferred Stock Designated Shares | 10,000 | 10,000 | |||||
Series C Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | ||||||
Preferred Stock, Shares Issued | 0 | ||||||
Preferred Stock Designated Shares | 10,000 | 10,000 |
Warrants (Details)
Warrants (Details) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Awards, Outstanding | 9,455,961 | |
Number of Awards, Outstanding | 9,455,961 | 9,455,961 |
Weighted Average Exercise Price, Outstanding | $ 3.26 | |
Weighted Average Exercise Price, Outstanding | $ 3.26 | $ 3.26 |
Weighted Average Remaining Term in Years, Outstanding | 3 years 11 months 23 days | 4 years 2 months 23 days |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - Equity Incentive Plan 2014 [Member] - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options, Outstanding beginning of year | 1,893,003 | 1,509,711 | 1,509,711 | |
Number of Options, Granted | 275,500 | 51,450 | ||
Number of Options, Exercised | (1,083) | |||
Number of Options, Expired/Forfeited | (1,500) | (70,144) | ||
Number of Options, Outstanding at end of period | 2,167,003 | 1,489,934 | 1,893,003 | 1,509,711 |
Number of Options, Exercisable at end of period | 1,272,677 | 1,051,719 | ||
Number of Options, Vested and expected to vest at end of period | 1,272,677 | 1,051,719 | ||
Weighted- Average Exercise Price, Outstanding at beginning of year | $ 2.49 | $ 2.85 | $ 2.85 | |
Weighted- Average Exercise Price, Granted | 0.57 | 1.71 | ||
Weighted- Average Exercise Price, Exercised | 0.83 | 1.70 | ||
Weighted- Average Exercise Price, Expired | 2.16 | |||
Weighted- Average Exercise Price, Outstanding at end of period | 2.24 | 2.87 | $ 2.49 | $ 2.85 |
Weighted- Average Exercise Price, Exercisable at end of period | 2.72 | 2.75 | ||
Weighted- Average Exercise Price, Vested and expected to vest at end of period | $ 2.72 | $ 2.75 | ||
Weighted-Average Contractual Life (In Years), Outstanding | 5 years 5 months 26 days | 5 years 3 months 7 days | 5 years 4 months 24 days | 5 years 14 days |
Weighted-Average Contractual Life (In Years), Granted | 9 years 10 months 24 days | 9 years 10 months 6 days | ||
Weighted-Average Contractual Life (In Years), Exercisable at end of period | 3 years 10 months 24 days | 4 years 5 months 26 days | ||
Weighted-Average Contractual Life (In Years), Vested and expected to vest at end of period | 3 years 10 months 24 days | 4 years 5 months 26 days |
Equity Incentive Plan (Details
Equity Incentive Plan (Details 1) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Risk-Free Interest Rate | 1.82% | 1.82% |
Expected Life | 7 years | 9 years 2 months 12 days |
Expected Volatility | 159.00% | 174.00% |
Expected Dividend Yield | 0.00% | 0.00% |
Equity Incentive Plan (Detail37
Equity Incentive Plan (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $ 145,547 | $ 276,901 |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | 57,078 | 164,932 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $ 88,469 | $ 111,969 |
Equity Incentive Plan (Detail38
Equity Incentive Plan (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Feb. 28, 2018 | Feb. 06, 2017 | Jan. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 21, 2018 | Jan. 31, 2018 | Jun. 30, 2017 | Dec. 31, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 945,000 | $ 1,007,000 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 6 months 25 days | 1 year 7 months 10 days | |||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding And Exercisable Intrinsic Value | $ 0 | $ 1,181,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 891,222 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 0 | 1,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 151,174 | $ 22,862 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.57 | $ 1.72 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | Incentive stock options may be granted to any officer or employee at an exercise price per share of not less than the fair value per common share on the date of the grant (not less than 110% of fair value in the case of holders of more than 10% of the Company’s voting stock) and with a term not to exceed ten years from the date of the grant (five years for incentive stock options granted to holders of more than 10% of the Company’s voting stock). | ||||||||
Three Consultants [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 | 36,000 | ||||||||
Three Employees [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 | 15,450 | ||||||||
Sixteen Employees [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 | 275,000 | ||||||||
One Employees [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 | 500 | ||||||||
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, Options, Forfeitures in Period | 1,500 | 70,144 | |||||||
Equity Incentive Plan 2014 [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, Number of Shares Available for Grant | 2,040,123 | ||||||||
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 | 117,090 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 170,567 | ||||||||
2005 And 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 | 192,411 | ||||||||
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 | 2,040,123 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | In general, options granted under the 2014 Plan vest 33.33% on the one-year anniversary of the grant date and the remainder ratably over a 24-month period. | In general, grants under the 2014 Plan vest 33.33% on the one-year anniversary of the grant date, and the remainder ratably over the 24-month period following the one-year anniversary. | |||||||
Excess Stock, Shares Authorized | 350,000 | ||||||||
2014 Plan [Member] | Eight Employees [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 | 104,000 | ||||||||
Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 37,190 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 1,000 | ||||||||
Restricted Stock [Member] | Eight Employees [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 | These vest 33.33% on the one-year anniversary of the grant date, and the remainder ratably over the 24-month period following the one-year anniversary. |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) | Sep. 12, 2013USD ($) | Feb. 21, 2017USD ($) | Jun. 17, 2016USD ($) | Jul. 09, 2015USD ($) | Feb. 15, 1999USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2018ft² | Jul. 06, 2016ft² |
Commitments and Contingencies [Line Items] | |||||||||
Area of Land | ft² | 2,300 | ||||||||
License Costs | $ 50,000 | $ 15,000 | $ 12,500 | ||||||
Lease Expiration Period | 12 years | ||||||||
Payment of annual fee | $ 30,000 | ||||||||
Subsequent Event [Member] | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Operating Leases, Future Minimum Payments Due | $ 144,000 | $ 128,000 | |||||||
Minimum [Member] | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
License Costs | 5,000 | ||||||||
Maximum [Member] | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
License Costs | $ 20,000 | ||||||||
New Valeant Agreement [Member] | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Revenue Recognition, Milestone Method, Description | the Company is eligible to receive milestone payments totaling up to approximately $99.0 million, upon and subject to the achievement of certain specified developmental and commercial progress of the EGP-437 Product for the New Field. | ||||||||
Proceeds From Upfront Payment | $ 4,000,000 | $ 1,000,000 | |||||||
Revenue Recognition, Milestone Method, Revenue Recognized | $ 99,000,000 | $ 32,500,000 | |||||||
Licensor [Member] | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Area of Land | ft² | 4,516 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Apr. 17, 2018 | Feb. 21, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 14, 2017 | |
Subsequent Event [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,666,667 | ||||
Proceeds from Issuance of Common Stock | $ 1,800,000 | $ 0 | $ 1,922,252 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,330,000 | ||||
Warrants Expiration Period | Apr. 17, 2023 | ||||
Scenario, Forecast [Member] | Series C Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 6,536.4 | ||||
Public Offering One [Member] | Scenario, Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 1,044.4 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 14,730,000 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 35,156,250 | ||||
Proceeds from Issuance of Common Stock | $ 10,100,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.32 | ||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.32 | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 20,426,250 | ||||
Subsequent Event [Member] | IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Conversion of Stock, Shares Converted | 4,375,000 | ||||
Subsequent Event [Member] | IPO [Member] | Series C Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 1,400 |