Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 07, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | CorMedix Inc. | |
Entity Central Index Key | 1,410,098 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 59,340,139 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 7,937,388 | $ 8,064,490 |
Restricted cash | 171,553 | 171,553 |
Short-term investments | 10,884,175 | 12,100,920 |
Trade receivables | 153,507 | 12,014 |
Inventories, net | 313,134 | 166,733 |
Prepaid research and development expenses | 1,281,487 | 943,924 |
Other prepaid expenses and current assets | 352,282 | 372,057 |
Total current assets | 21,093,526 | 21,831,691 |
Property and equipment, net | 56,976 | 69,695 |
Security deposit | 5,000 | 5,000 |
TOTAL ASSETS | 21,155,502 | 21,906,386 |
Current liabilities | ||
Accounts payable | 1,765,758 | 1,645,298 |
Accrued expenses | 2,041,908 | 2,342,352 |
Derivative liability | 1,880,177 | 0 |
Deferred revenue | 101,886 | 104,210 |
Total current liabilities | 5,789,729 | 4,091,860 |
TOTAL LIABILITIES | 5,789,729 | 4,091,860 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock - $0.001 par value: 2,000,000 shares authorized; 442,585 and 450,085 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 443 | 450 |
Common stock - $0.001 par value: 80,000,000 shares authorized; 59,340,139 and 40,432,339 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 59,340 | 40,433 |
Accumulated other comprehensive income | 96,684 | 81,186 |
Additional paid-in capital | 147,117,314 | 136,857,409 |
Accumulated deficit | (131,908,008) | (119,164,952) |
TOTAL STOCKHOLDERS' EQUITY | 15,365,773 | 17,814,526 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 21,155,502 | $ 21,906,386 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 442,585 | 450,085 |
Preferred stock, shares outstanding | 442,585 | 450,085 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 59,340,139 | 40,432,339 |
Common stock, shares outstanding | 59,340,139 | 40,432,339 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE GAIN (LOSS) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue | ||||
Net sales | $ 136,168 | $ 16,511 | $ 175,727 | $ 57,939 |
Cost of sales | (18,052) | (187,192) | (111,624) | (237,421) |
Gross profit (loss) | 118,116 | (170,681) | 64,103 | (179,482) |
Operating Expenses | ||||
Research and development | (5,089,624) | (2,772,959) | (10,013,891) | (4,862,551) |
Selling, general and administrative | (2,051,093) | (1,968,580) | (4,691,819) | (4,131,516) |
Total Operating Expenses | (7,140,717) | (4,741,539) | (14,705,710) | (8,994,067) |
Loss From Operations | (7,022,601) | (4,912,220) | (14,641,607) | (9,173,549) |
Other Income (Expense) | ||||
Interest income | 28,578 | 29,426 | 52,009 | 61,062 |
Foreign exchange transaction loss | (5,537) | (4,005) | (6,823) | (4,492) |
Change in fair value of derivative liability | 1,853,365 | 0 | 1,853,365 | 0 |
Interest expense | 0 | (41) | 0 | (1,033) |
Total Other Income (Expense) | 1,876,406 | 25,380 | 1,898,551 | 55,537 |
Net Loss | (5,146,195) | (4,886,840) | (12,743,056) | (9,118,012) |
Other Comprehensive Income (Loss): | ||||
Unrealized gain (loss) from investments | 300 | 24,791 | 10,413 | 23,997 |
Foreign currency translation gain (loss) | 6,077 | (27,627) | 5,085 | 4,018 |
Total Other Comprehensive Income (Loss) | 6,377 | (2,836) | 15,498 | 28,015 |
Comprehensive Loss | $ (5,139,818) | $ (4,889,676) | $ (12,727,558) | $ (9,089,997) |
Net Loss Per Common Share - Basic and Diluted | $ (0.10) | $ (0.13) | $ (0.27) | $ (0.25) |
Weighted Average Common Shares Outstanding - Basic and Diluted | 52,583,177 | 36,447,467 | 46,637,083 | 36,230,111 |
Statement - CONDENSED CONSOLIDA
Statement - CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($) | Common Stock | Non-Voting Preferred Stock - Series B, Series C-2, Series C-3, Series D and Series E | Accumulated Other Comprehensive Income | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, Shares at Dec. 31, 2016 | 40,432,339 | 450,085 | ||||
Beginning balance, Amount at Dec. 31, 2016 | $ 40,433 | $ 450 | $ 81,186 | $ 136,857,409 | $ (119,164,952) | $ 17,814,526 |
Stock issued in connection with ATM sale of common stock, net, Shares | 198,630 | |||||
Stock issued in connection with ATM sale of common stock, net, Amount | $ 198 | 347,163 | 347,361 | |||
Conversion of Series C-3 non-voting preferred stock to common stock, Shares | 75,000 | (7,500) | ||||
Conversion of Series C-3 non-voting preferred stock to common stock, Amount | $ 75 | $ (7) | (68) | 0 | ||
Stock issued in connection with stock options exercised, Shares | 10,000 | |||||
Stock issued in connection with stock options exercised, Amount | $ 10 | 6,790 | 6,800 | |||
Stock issued in connection with public offering, Shares | 18,619,301 | |||||
Stock issued in connection with public offering, Amount | $ 18,619 | 12,779,706 | 12,798,325 | |||
Warrants issued in connection with public offering | (3,733,542) | (3,733,542) | ||||
Stock issued for payment of deferred fees, Shares | 4,869 | |||||
Stock issued for payment of deferred fees, Amount | $ 5 | 10,213 | 10,218 | |||
Stock-based compensation | 849,643 | 849,643 | ||||
Other comprehensive income | 15,498 | 15,498 | ||||
Net loss | (12,743,056) | (12,743,056) | ||||
Ending balance, Shares at Jun. 30, 2017 | 59,340,139 | 442,585 | ||||
Ending balance, Amount at Jun. 30, 2017 | $ 59,340 | $ 443 | $ 96,684 | $ 147,117,314 | $ (131,908,008) | $ 15,365,773 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (12,743,056) | $ (9,118,012) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 849,643 | 728,180 |
Change in fair value of derivative liability | (1,853,365) | 0 |
Inventory reserve increase (decrease) | (187,000) | 166,000 |
Depreciation | 17,671 | 8,369 |
Non-cash interest expense | 2,020 | 0 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in trade receivables | (133,119) | 317,033 |
Decrease in inventory | 40,598 | 53,068 |
Increase in prepaid expenses and other current assets | (400,152) | (1,417,861) |
Increase (decrease) in accounts payable | 117,509 | (602,134) |
(Decrease) increase in accrued expenses and accrued interest | (212,061) | 651,720 |
Decrease in deferred revenue | (8,599) | (4,530) |
Net cash used in operating activities | (14,509,911) | (9,218,167) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of short-term investments | (9,279,217) | 0 |
Sale of short-term investments | 10,504,355 | 7,001,540 |
Purchase of equipment | (3,922) | (1,943) |
Net cash provided by investing activities | 1,221,216 | 6,999,597 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock from an at-the-market program | 347,361 | 2,010,327 |
Proceeds from the public offering of common stock and warrants | 12,798,325 | 0 |
Proceeds from exercise of stock options | 6,800 | 410,700 |
Net cash provided by financing activities | 13,152,486 | 2,421,027 |
Foreign exchange effect on cash | 9,107 | 1,105 |
Net Increase (Decrease) In Cash | (127,102) | 203,562 |
Cash - Beginning of Period | 8,064,490 | 11,817,418 |
Cash - End of Period | 7,937,388 | 12,020,980 |
Cash paid for interest | 0 | 1,033 |
Supplemental Disclosure of Non-Cash Financing Activities: | ||
Conversion of preferred stock to common stock | 7 | 0 |
Unrealized gain (loss) from investments | 10,413 | 23,997 |
Issuance of common stock for payment of deferred fees | $ 10,218 | $ 0 |
1. Organization, Business and B
1. Organization, Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization Business And Basis Of Presentation | |
Organization, Business and Basis of Presentation | Organization and Business CorMedix Inc. (CorMedix or the Company), a biopharmaceutical company focused on developing and commercializing therapeutic products for the prevention and treatment of infectious and inflammatory diseases, was incorporated in the State of Delaware on July 28, 2006. In 2013, the Company formed a wholly-owned subsidiary, CorMedix Europe GmbH, based in Fulda, Germany. The Companys primary focus is to develop its lead product candidate, CRMD003 (also known as Neutrolin®), for potential commercialization in the United States (U.S.) and other key markets. The Company has in-licensed the worldwide rights to develop and commercialize Neutrolin, which is a novel anti-infective solution (a formulation of taurolidine, citrate and heparin 1000 u/ml) under development for the reduction and prevention of catheter-related infections and thrombosis in patients requiring central venous catheters in clinical settings such as dialysis, critical/intensive care, and oncology. The Company launched its first Phase 3 clinical trial in hemodialysis patients with catheters in the U.S. in December 2015. The clinical trial, named Catheter Lock Solution Investigational Trial or LOCK-IT-100, is a prospective, multicenter, randomized, double-blind, active control trial which aims to demonstrate the efficacy and safety of Neutrolin in preventing catheter-related bloodstream infections, or CRBSI, in subjects receiving hemodialysis therapy as treatment for end stage renal disease (see Note 5 Clinical and Regulatory). Two pivotal clinical trials to demonstrate safety and effectiveness of Neutrolin are required by the U.S. Food and Drug Administration (FDA). Based on its experience and recent feedback from the FDA on the LOCK-IT-100 trial, the Company is reassessing the structure of its planned second Phase 3 clinical trial to seek efficiencies and improvements in its design and execution. This reassessment is expected to be completed in the next several months. The Company received CE Mark approval for Neutrolin in 2013 and commercially launched Neutrolin in Germany for the prevention of catheter-related bloodstream infections and maintenance of catheter patency in hemodialysis patients using a tunneled, cuffed central venous catheter for vascular access. To date, Neutrolin is registered and is being sold in certain European Union and Middle Eastern countries. The completion of the Companys ongoing LOCK-IT-100 clinical trial will depend on its ability to raise sufficient additional funds through various potential sources, such as equity, debt financings, and/or strategic relationships. Additional financing will also be required to fund the planned second Phase 3 clinical trial that is required by the FDA for marketing approval of Neutrolin. The Company can provide no assurances that financing or strategic relationships will be available on acceptable terms, or at all, that may enable it to complete its Phase 3 clinical trial program. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results. Interim operating results are not necessarily indicative of results that may be expected for the full year ending December 31, 2017 or for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto of the Company which are included in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 16, 2017. The accompanying condensed balance sheet as of December 31, 2016 has been derived from the audited financial statements included in such Form 10-K. In July 2015, the Financial Accounting Standards Board (FASB) issued an accounting standard that requires that inventory be measured at the lower of cost and net realizable value and options that currently exist for market value be eliminated. The standard defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation and is effective for reporting periods beginning after December 15, 2016 and interim periods within those fiscal years with early adoption permitted. The Company adopted this guidance as of January 1, 2017. The adoption of this guidance did not have a material impact on the Companys consolidated financial statements. In November 2015, the FASB issued guidance that requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company adopted this guidance as of January 1, 2017. The adoption of this guidance did not have a material impact on the Companys consolidated financial statements. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Liquidity, Going Concern and Uncertainties The Companys operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the Companys ability to raise capital to support its operations; the cost, timing and results of clinical trials; the ability to obtain regulatory approval to market the Companys products; competition from products manufactured and sold or being developed by other companies; the price of, and demand for, Company products; and the Companys ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products. The financial statements have been prepared in conformity with GAAP which contemplate continuation of the Company as a going concern. To date, the Companys commercial operations have not generated sufficient revenues to enable profitability. As of June 30, 2017, the Company had an accumulated deficit of $131.9 million, and had incurred net losses of $5.1 million and $12.7 million for the three and six months then ended. Based on the current development plans for Neutrolin in both the U.S. and foreign markets (including the ongoing hemodialysis Phase 3 clinical trial in the U.S.) and the Companys other operating requirements, the Companys existing cash and short-term investments at June 30, 2017 will fund its operations into the first quarter of 2018. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. At June 30, 2017, approximately $3.7 million remained available for sale under an April 2015 $40.0 million At-the-Market Issuance Sales Agreement (the Current ATM program) with MLV & Co. LLC (MLV), which was a subsidiary of FBR Capital Markets & Co. (FBR), but was combined with B. Riley Financial, Inc. in June 2017. At June 30, 2017, the Company also had approximately $46.0 million available under its current shelf registration for the issuance of equity, debt or equity-linked securities unrelated to the Current ATM program, which amount was originally $60.0 million. The sale of any equity securities through September 15, 2017 under this portion of the shelf registration statement is subject to participation rights held by Manchester Securities Corp. (Manchester) pursuant to which Manchester must either be offered 60% participation in such equity financing or the Company must obtain a waiver from Manchester. On May 3, 2017, the Company closed on an equity financing under its current shelf registration statement, which raised net proceeds of approximately $12.8 million (see Note 3). In August 2016, the Company entered into a new sales agreement with FBR whereby the Company can sell up to $40 million of shares of its common stock (the Pending ATM Program), but only if the Company obtains a waiver from Manchester of its participation rights and the pending registration statement covering this Pending ATM Program is declared effective, which conditions might not be met. The Companys continued operations including completion of its ongoing LOCK-IT-100 clinical trial as well as the other Phase 3 clinical program requirements for Neutrolin in the U.S. will depend on its ability to raise additional capital. Management is actively pursuing financing plans but can provide no assurances that such financing or strategic relationships will be available on acceptable terms, or at all. Without this funding, the Company will be required to delay, scale back or eliminate its ongoing LOCK-IT-100 clinical trial as well as work on the other Phase 3 clinical program requirements for Neutrolin in CRBSI which would likely have a material adverse effect on the Company. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make 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 reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Basis of Consolidation The condensed consolidated financial statements include the accounts of the Company and CorMedix Europe GmbH, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Financial Instruments Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and short-term investments. The Company maintains its cash and cash equivalents in bank deposit and other interest bearing accounts, the balances of which, at times, may exceed federally insured limits. The appropriate classification of marketable securities is determined at the time of purchase and reevaluated as of each balance sheet date. Investments in marketable debt and equity securities classified as available-for-sale are reported at fair value. Fair value is determined using quoted market prices in active markets for identical assets or liabilities or quoted prices for similar assets or liabilities or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Changes in fair value that are considered temporary are reported net of tax in other comprehensive income (loss). Realized gains and losses, amortization of premiums and discounts and interest and dividends earned are included in income (expense). For declines in the fair value of equity securities that are considered other-than-temporary, impairment losses are charged to other (income) expense, net. The Company considers available evidence in evaluating potential impairments of its investments, including the duration and extent to which fair value is less than cost. There were no deemed permanent impairments at June 30, 2017 or December 31, 2016. The Companys marketable securities are highly liquid and consist of U.S. government agency securities, high-grade corporate obligations and commercial paper with original maturities of more than 90 days. As of June 30, 2017 and December 31, 2016, all of the Companys investments had contractual maturities of less than one year. The following table summarizes the amortized cost, unrealized gains and losses and the fair value at June 30, 2017 and December 31, 2016: June 30, 2017: Amortized Cost Gross Unrealized Losses Gross Unrealized Gains Fair Value Money Market Funds included in Cash Equivalents $ 6,386,968 $ (19 ) $ 23 $ 6,386,972 U.S. Government Securities 3,993,522 (302 ) - 3,993,220 Corporate Securities 5,300,711 (2,901 ) 401 5,298,211 Commercial Paper 1,592,744 - - 1,592,744 Subtotal 10,886,977 (3,203 ) 401 10,884,175 Total June 30, 2017 $ 17,273,945 $ (3,222 ) $ 424 $ 17,271,147 December 31, 2016: Money Market Funds included in Cash Equivalents $ 95,949 $ - $ - $ 95,949 Corporate Securities 10,619,583 (13,212 ) - 10,606,371 Commercial Paper 1,494,549 - - 1,494,549 Subtotal 12,114,132 (13,212 ) - 12,100,920 Total December 31, 2016 $ 12,210,081 $ (13,212 ) $ - $ 12,196,869 Fair Value Measurements The Companys financial instruments recorded in the consolidated balance sheets include cash and cash equivalents, accounts receivable, investment securities, accounts payable, accrued expenses and warrant derivatives (see Note 3 Stockholders Equity, Warrants). The carrying value of certain financial instruments, primarily cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their estimated fair values based upon the short-term nature of their maturity dates. The Company categorizes its financial instruments into a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. Financial assets recorded at fair value on the Companys condensed consolidated balance sheets are categorized as follows: ● Level 1 inputsObservable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs). ● Level 3 inputsUnobservable inputs for the asset or liability, which are supported by little or no market activity and are The following table provides the carrying value and fair value of the Companys financial assets measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016: June 30, 2017: Carrying Value Level 1 Level 2 Level 3 Money Market Funds $ 6,386,972 $ 6,386,972 $ - $ - U.S. Government Securities 3,993,220 - 3,993,220 - Corporate Securities 5,298,211 - 5,298,211 - Commercial Paper 1,592,744 - 1,592,744 - Series A Warrants 377,041 - - 377,041 Series B Warrants 1,382,483 - - 1,382,483 Underwriters Warrants 120,653 - - 120,653 Subtotal 12,764,352 - 10,884,175 $ 1,880,177 Total June 30, 2017 $ 19,151,324 $ 6,386,972 $ 10,884,175 $ 1,880,177 December 31, 2016: Money Market Funds $ 95,949 $ 95,949 $ - $ - Corporate Securities 10,606,371 - 10,606,371 - Commercial Paper 1,494,549 - 1,494,549 - Subtotal 12,100,920 - 12,100,920 $ - Total December 31, 2016 $ 12,196,869 $ 95,949 $ 12,100,920 $ - Series A Warrants Series B Warrants Underwriters Warrants Fair value, issuance date (May 3, 2017) $ 0.08 $ 0.17 $ 0.18 Decrease in fair value (0.05 ) (0.07 ) (0.07 ) Fair value, June 30, 2017 $ 0.03 $ 0.10 $ 0.11 Foreign Currency Translation and Transactions The condensed consolidated financial statements are presented in U.S. Dollars (USD), the reporting currency of the Company. For the financial statements of the Companys foreign subsidiary, whose functional currency is the EURO, foreign currency asset and liability amounts are translated into USD at end-of-period exchange rates. Foreign currency income and expenses are translated at average exchange rates in effect during the period in which the income and expenses were recognized. Translation gains and losses are included in other comprehensive loss. The Company has intercompany loans between the parent company based in New Jersey and its German subsidiary. The intercompany loans outstanding are not expected to be repaid in the foreseeable future and unrealized foreign exchange movements related to long-term intercompany loans are recognized in other comprehensive income. Foreign currency exchange transaction gain (loss) is the result of re-measuring transactions denominated in a currency other than the functional currency of the entity recording the transaction. Restricted Cash As of June 30, 2017 and December 31, 2016, the Companys restricted cash is in connection with the patent and utility model infringement proceedings against TauroPharm (see Note 5). The Company was required by the District Court Mannheim to provide a security deposit of approximately $132,000 to cover legal fees in the event TauroPharm is entitled to reimbursement of these costs. The Company furthermore had to provide a deposit in the amount of $40,000 in connection with the unfair competition proceedings in Cologne. Prepaid Research and Development Prepaid expenses consist of payments made in advance to vendors relating to service contracts for clinical trial development and other research and development. These advanced payments are amortized to expense either as services are performed or over the relevant service period using the straight-line method. Inventories, net Inventories are valued at the lower of cost or market on a first in, first out basis. Inventories consist of raw materials (including labeling and packaging), work-in-process, and finished goods, if any, for the Neutrolin product. Inventories consist of the following: June 30, 2017 December 31, 2016 Raw materials $ 280,260 $ 79,900 Work in process 193,243 463,897 Finished goods 82,631 52,936 Inventory reserve (243,000 ) (430,000 ) Total $ 313,134 $ 166,733 Accrued Expenses Accrued expenses consist of the following: June 30, 2017 December 31, 2016 Professional and consulting fees $ 255,588 $ 335,198 Accrued payroll and payroll taxes 802,519 737,607 Clinical trial and manufacturing development 666,032 875,500 Product development 80,001 374,839 Market research 141,466 - Other 96,302 19,208 Total $ 2,041,908 $ 2,342,352 Derivative Liability The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks; however, the Company has certain financial instruments that qualify as derivatives and are classified as liabilities on the balance sheet. The Company evaluates all its financial instruments to determine if those instruments or any potential embedded components of those instruments qualify as derivatives that need to be separately accounted for in accordance with FASB ASC 815, Derivatives and Hedging The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants that allow for cash settlement or meet certain other criteria are accounted for as derivative liabilities. The changes in fair value of the warrant liabilities are re-measured at each balance sheet date and recorded as income or expense. Revenue Recognition Revenue is recognized from product sales when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured. The Company recognizes revenue once the four revenue recognition criteria are met in accordance with the terms of its various distribution agreements. Deferred Revenue In October 2015, the Company shipped product with less than 75% of its remaining shelf life to a customer and issued a guarantee that the specific product shipped would be replaced by the Company if the customer was not able to sell the product before it expired. As a result of this warranty, the Company may have an additional performance obligation (i.e. accept returned product and deliver new product to the customer) if the customer is unable to sell the short-dated product. Due to limited sales experience with the customer, the Company is unable to estimate the amount of the warranty obligation that may be incurred as a result of this shipment. Therefore, the Company has deferred the revenue and related cost of sales associated with the shipment of this product, presented net deferred revenue in the condensed consolidated balance sheet. During the three and six months ended June 30, 2017, the Company recognized $33,400 and $64,000 of deferred revenue and $19,600 and $37,600 in related cost of sales resulting in net amount of $13,800 and $26,400, respectively. Also, during the three and six months ended June 30, 2017, the Company had recorded an additional net deferred revenue in the amount of $13,000 and $24,000, respectively. Deferred revenue, net at June 30, 2017 and December 31, 2016 amounted to approximately $101,900 and $104,200, respectively. Loss per common share Basic loss per common share excludes any potential dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. However, since their effect is anti-dilutive, the Company has excluded potentially dilutive shares. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive. Six Months Ended June 30, 2017 2016 Series C non-voting convertible preferred stock 2,790,000 2,865,000 Series D non-voting convertible preferred stock 1,479,240 1,479,240 Series E non-voting convertible preferred stock 1,959,759 1,959,759 Shares underlying outstanding warrants 33,052,578 4,006,468 Shares underlying restricted stock units 61,414 - Shares underlying outstanding stock options 5,709,545 3,984,545 Total 45,052,536 14,295,012 Shares underlying outstanding warrants include an aggregate of 29,046,110 warrants issued on an underwritten public offering which closed on May 3, 2017 (see Note 3). Currently, the Company does not have sufficient number of authorized shares of common stock to cover the shares issuable upon exercise of these warrants. Stock-Based Compensation Share-based compensation cost is measured at grant date, based on the estimated fair value of the award using the Black-Scholes option pricing model for options with service or performance-based conditions and a Monte Carlo option pricing model for options with market conditions. Stock-based compensation is recognized as expense over the employees requisite service period on a straight-line basis. Effective October 1, 2016, the Company adopted ASU 2016-09 to account for forfeitures as they occur. All share-based awards will be recognized on a straight-line method, assuming all awards granted will vest. Forfeitures of share-based awards will be recognized in the period in which they occur. Prior to the adoption of ASU 2016-09, share-based compensation expense was recognized by applying the expected forfeiture rate during the vesting period to the fair value of the award. As of January 1, 2016, a cumulative effect adjustment of $129,730 was recognized to reflect the forfeiture rate that had been applied to unvested option awards prior to fiscal year 2016. As a result of the adoption of ASU 2016-09, the Companys condensed consolidated statement of operations and comprehensive loss and condensed consolidated statement of cash flows for the six months ended June 30, 2016 were adjusted to reflect the impact. The Company accounts for stock options granted to non-employees on a fair value basis using the Black-Scholes option pricing model in accordance with ASC 718 and ASC No. 505-50, Equity-Based Payments to Non-Employees Research and Development Research and development costs are charged to expense as incurred. Research and development includes fees associated with operational consultants, contract clinical research organizations, contract manufacturing organizations, clinical site fees, contract laboratory research organizations, contract central testing laboratories, licensing activities, and allocated executive, human resources and facilities expenses. The Company accrues for costs incurred as the services are being provided by monitoring the status of the trial and the invoices received from its external service providers. As actual costs become known, the Company adjusts its accruals in the period when actual costs become known. Costs related to the acquisition of technology rights and patents for which development work is still in process are charged to operations as incurred and considered a component of research and development expense. Recent Authoritative Pronouncements In July 2017, the FASB issued new guidance which changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features and recharacterizes the indefinite deferral of certain provisions within the guidance for distinguishing liabilities from equity. The guidance is effective for the Company beginning in the first quarter of fiscal year 2019. Early adoption is permitted. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements. |
3. Stockholders' Equity
3. Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
STOCKHOLDERS' EQUITY | |
Stockholders' Equity | Common Stock On May 3, 2017, the Company closed on an underwritten public offering of 18,619,301 shares of its common stock, par value $0.001 per share, together with Series A warrants (Series A Warrants) to purchase up to an aggregate of 13,964,476 shares of its common stock and Series B warrants (Series B Warrants) to purchase up to an aggregate of 13,964,476 shares of its common stock. Series A Warrants have an exercise price of $0.75 per share of common stock and will expire thirteen months following the Exercisable Date (defined below). Series B Warrants have an exercise price of $1.05 per share of common stock and will expire five years following the Exercisable Date. The net proceeds from this public offering was approximately $12.8 million. The Companys Board of Directors has approved and recommended to the shareholders a proposal to amend the Companys amended and restated Certificate of Incorporation (the Charter Amendment) to increase the shares of authorized capital stock from 82,000,000 shares to 162,000,000 shares and to increase the number of authorized shares of common stock from 80,000,000 to 160,000,000 shares. On August 8, 2017, the shareholders approved the Charter Amendment. The Company intends to effect the Charter Amendment as soon as possible by filing it with the Secretary of State of the State of Delaware. The Company paid the underwriter a commission equal to 6.0% of the gross proceeds of the offering and also issued warrants to purchase up to an aggregate of 1,117,158 shares of common stock, with an exercise price of $0.9375, which represents 125% of the public offering price per combined share and related warrants. The underwriter warrant will expire five years following the Exercisable Date. Other than the exercise price, the terms of the underwriter warrant are the same as the Series B Warrants. The Company does not currently have a sufficient number of authorized shares of common stock to cover the shares issuable upon exercise of the warrants issued in this offering and therefore classified the fair value of the warrants in excess of the authorized shares as a derivative liability. Until such time as there are sufficient number of authorized shares of common stock to cover the shares issuable upon the exercise of these warrants, the warrants will be re-measured each reporting period, with any increase or decrease in value recorded as a loss or gain in the income statement. Before any warrants can become exercisable, the Company must receive stockholder approval of an amendment to its Amended and Restated Certificate of Incorporation (the Charter Amendment) to increase the number of authorized shares of common stock in an amount sufficient to cover all of the shares issuable upon exercise of the warrants. The warrants will be exercisable on any day on or after the date that the Company publicly announces through the filing of a Current Report on Form 8-K that the Charter Amendment has been approved by its stockholders and has become effective (the Exercisable Date). Manchester, which is a wholly owned subsidiary of Elliott Associates, L.P., and a beneficial holder of more than 5% of the Companys outstanding common stock, partially exercised its participation rights and invested $2,000,000 in the offering. The Company may issue and sell up to $40.0 million of shares of its common stock from time to time under the Current ATM Program through MLV acting as agent, subject to limitations imposed by the Company, such as the number or dollar amount of shares registered under the registration statement to which the Current ATM Program relates. At June 30, 2017, approximately $3.7 million remained available for sale under the Current ATM Program. When the Company wishes to issue and sell common stock under the Current ATM Program, it notifies MLV of the number of shares to be issued, the dates on which such sales are anticipated to be made, any minimum price below which sales may not be made and other sales parameters as the Company deems appropriate. MLV is entitled to a commission of up to 3% of the gross proceeds from the sale of common stock sold under the Current ATM Program. The shares of common stock to be sold under the Current ATM Program are registered under an effective registration statement filed with the SEC. During the six months ended June 30, 2017, the Company issued 198,630 shares of common stock under the Current ATM Program and realized net proceeds of approximately $347,000. During the six months ended June 30, 2017, the Company issued 10,000 shares of its common stock upon exercise of stock options resulting in gross proceeds of $6,800 to the Company. During the six months ended June 30, 2017, the Company issued an aggregate of 75,000 shares of its common stock upon conversion of an aggregate of 7,500 Series C-3 non-voting preferred stock. Stock Options During the six months ended June 30, 2017, the Company granted ten-year qualified and non-qualified stock options covering an aggregate of 1,257,500 shares of the Companys common stock under the 2013 Stock Incentive Plan. During the six months ended June 30, 2017, and 2016, total compensation expense for stock options issued to employees, directors, officers and consultants was $813,645 and $728,180, respectively, and $382,993 and $286,110 for the three months ended June 30, 2017 and 2016, respectively. As of June 30, 2017, there was approximately $3,958,000 in total unrecognized compensation expense related to stock options granted which expense will be recognized over an expected remaining weighted average period of 1.8 years. The fair value of the grants are determined using the Black-Scholes option pricing model with the following assumptions: Six Months Ended June 30, 2017 2016 Expected Term 5 years 5 - 10 years Volatility 101.69% - 105.07% 96% - 98% Dividend yield 0.0% 0.0% Risk-free interest rate 1.77% - 1.99% 1.25% - 1.94% Weighted average fair value of options granted during the period $1.27 $ 1.64 The Company estimated the expected term of the stock options granted based on anticipated exercises in future periods. The expected term of the stock options granted to consultants is based upon the full term of the respective option agreements. Beginning January 1, 2017, the expected stock price volatility for the Companys stock options is calculated based on the historical volatility since the initial public offering of the Companys common stock in March 2010. In 2016 the expected stock price volatility was calculated based on the historical volatility since the initial public offering weighted pre and post CE Mark approval in the European Union. The expected dividend yield of 0.0% reflects the Companys current and expected future policy for dividends on the Companys common stock. To determine the risk-free interest rate, the Company utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of the Companys awards. The following table summarizes the Companys stock options activity and related information for the six months ended June 30, 2017: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at beginning of period 4,609,755 $ 2.29 8.2 $ 581,823 Exercised (10,000 ) $ 0.68 Forfeited (120,000 ) $ 2.24 Expired/Canceled (27,710 ) $ 2.42 Granted 1,257,500 $ 1.66 Outstanding at end of period 5,709,545 $ 2.20 7.4 $ 0 Vested at end of period 2,580,540 $ 2.08 5.0 $ 0 The total intrinsic value of stock options exercised during the six months ended June 30, 2017 and 2016 was $13,200, and $980,039, respectively. The aggregate intrinsic value is calculated as the difference between the exercise prices of the underlying options and the quoted closing price of the common stock of the Company at the end of the reporting period for those options that have an exercise price below the quoted closing price. Restricted Stock Units During the six months ended June 30, 2017, the Company granted an aggregate of 107,931 restricted stock units (RSUs) to its officers and directors under its 2013 Stock Incentive Plan with a weighted average grant date fair value of $2.22 per share. The fair value of each RSU was estimated to be the closing price of the Companys common stock on each date of grant. These RSUs will vest over various dates through December 31, 2018. During the three and six months ended June 30, 2017, compensation expense recorded for these RSUs was $14,626 and $35,998, respectively. Unrecognized compensation expense for these RSUs as of June 30, 2017 amounted to $99,406. The expected weighted average period for the expense to be recognized is 0.95 years. During the six months ended June 30, 2017, 46,517 RSUs were forfeited. No RSUs were issued during the six months ended June 30, 2016. Warrants As of June 30, 2017, there were 33,052,578 outstanding warrants, which includes an aggregate of 29,046,110 warrants issued in the May 2017 public offering of the Companys common stock and warrants. Outstanding warrants have a weighted average exercise price of $0.99 The fair value of the warrants are determined using a probability-weighted Black-Scholes option pricing under different scenarios regarding the expected probability and timing of sufficient additional shares being authorized to allow the warrants to become exercisable. The following assumptions were used to value the warrants at the grant date. Series A Series B Underwriters Expected Term 1.18 1.33 years 5.10 5.25 years 5.10 5.25 years Volatility 55% 55% 55% Dividend yield 0.0% 0.0% 0.0% Exercise Price $0.75 $1.05 $0.94 Risk-free interest rate 1.13% - 1.16% 1.86% - 1.88% 1.86% - 1.88% Weighted average fair value of warrants granted $0.08 $0.17 $0.18 Number of shares underlying warrants granted 13,964,476 13,964,476 1,117,158 As these warrants are liability-classified, they were revalued at June 30, 2017 using the following assumptions: Series A Series B Underwriters Expected Term 1.17 5.09 5.09 Volatility 55% 55% 55% Dividend yield 0.0% 0.0% 0.0% Exercise Price $ 0.75 $ 1.05 $ 0.94 Risk-free interest rate 1.26% 1.88% 1.88% Weighted average fair value of warrants $ 0.03 $ 0.10 $ 0.11 |
4. Related Party Transactions
4. Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | In September 2014, as part of the removal of anti-dilution, price reset and change of control provisions in various securities that had caused those securities to be classified as derivative liabilities, the Company entered into a Consent and Exchange Agreement dated September 15, 2014, with Manchester, pursuant to which Manchester has a right of 60% participation in equity financings undertaken by the Company prior to September 15, 2017. Pursuant to this right of participation, Manchester elected partial participation in the equity financing that the Company closed on May 3, 2017 and invested $2,000,000. On March 3, 2015, the Company entered into a backstop agreement with Manchester under which Manchester had agreed to lend the Company, at its request, up to $3,000,000. The Company did not access the loan and the agreement expired on April 30, 2015. The Company issued two warrants exercisable for an aggregate of up to 283,400 common shares with an exercise price of $7.00 per share and a term of five years as a result of entering into the backstop agreement. Additionally, the Company granted Manchester the right for as long as it or its affiliates hold any of the Companys common stock or securities convertible into its common stock the right to appoint up to two members to the Companys board of directors and/or to have up to two observers attend board meetings in a non-voting capacity. As of June 30, 2017, two board members had been appointed to the Companys board of directors and one observer had been appointed under this provision. The observer was elected to the Board on August 3, 2017. |
5. Commitments and Contingencie
5. Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Contingency Matters On September 9, 2014, the Company filed in the District Court of Mannheim, Germany a patent infringement action against TauroPharm GmbH and Tauro-Implant GmbH as well as their respective CEOs (the Defendants) claiming infringement of the Companys European Patent EP 1 814 562 B1, which was granted by the European Patent Office (the EPO) on January 8, 2014 (the Prosl European Patent). The Prosl European Patent covers a low dose heparin catheter lock solution for maintaining patency and preventing infection in a hemodialysis catheter. In this action, the Company claims that the Defendants infringe on the Prosl European Patent by manufacturing and distributing catheter locking solutions to the extent they are covered by the claims of the Prosl European Patent. The Company believes that its patent is sound, and is seeking injunctive relief and raising claims for information, rendering of accounts, calling back, destruction and damages. Separately, TauroPharm has filed an opposition with the EPO against the Prosl European Patent alleging that it lacks novelty and inventive step. The Company cannot predict what other defenses the Defendants may raise, or the ultimate outcome of either of these related matters. In the same complaint against the same Defendants, the Company also alleged an infringement (requesting the same remedies) of ND Partners utility model DE 20 2005 022 124 U1 (the Utility Model), which the Company believes is fundamentally identical to the Prosl European Patent in its main aspects and claims. The Court separated the two proceedings and the Prosl European Patent and the Utility Model claims are now being tried separately. TauroPharm has filed a cancellation action against the Utility Model before the German Patent and Trademark Office (the German PTO) based on the similar arguments as those in the opposition against the Prosl European Patent. On March 27, 2015, the District Court held a hearing to evaluate whether the Utility Model has been infringed by TauroPharm in connection with the manufacture, sale and distribution of its TauroLock-HEP100TM and TauroLock-HEP500TM products. A hearing before the same court was held on January 30, 2015 on the separate, but related, question of infringement of the Prosl European Patent by TauroPharm. The Court issued its decisions on May 8, 2015, staying both proceedings. In its decisions, the Court found that the commercialization by TauroPharm in Germany of its TauroLock catheter lock solutions Hep100 and Hep500 infringes both the Prosl European Patent and the Utility Model and further that there is no prior use right that would allow TauroPharm to continue to make, use or sell its product in Germany. However, the Court declined to issue an injunction in favor of the Company that would preclude the continued commercialization by TauroPharm based upon its finding that there is a sufficient likelihood that the EPO, in the case of the Prosl European Patent, or the German PTO, in the case of the Utility Model, may find that such patent or utility model is invalid. Specifically, the Court noted the possible publication of certain instructions for product use that may be deemed to constitute prior art. As such, the District Court determined that it will defer any consideration of the request by the Company for injunctive and other relief until such time as the EPO or the German PTO made a final decision on the underlying validity of the Prosl European Patent and the Utility Model. The opposition proceeding against the Prosl European Patent before the EPO is ongoing. The EPO held a hearing in the opposition proceeding on November 25, 2015. In its preliminary consideration of the matter, the EPO (and the German PTO) had regarded the patent as not inventive or novel due to publication of prior art. However, the EPO did not issue a decision at the end of the hearing but adjourned the matter due to the fact that the panel was of the view that Claus Herdeis, one of the managing directors of TauroPharm, has to be heard as a witness in a further hearing in order to close some gaps in the documentation presented by TauroPharm as regards the publication of the prior art. In October 2016, TauroPharm submitted a further writ to the EPO requesting a date for the hearing and bringing forward further arguments, in particular in view of the recent decision of the German PTO on the invalidity of the utility model. The EPO has scheduled a further oral hearing for November 22-23, 2017. While the Company continues to believe that the referenced publication and instructions for use do not, in fact, constitute prior art and that the Prosl European Patent will be found to be valid by the EPO, there can be no assurance that the Company will prevail in this matter. The German PTO held a hearing in the validity proceedings relating to the Utility Model on June 29, 2016, at which the panel affirmed its preliminary finding that the Utility Model was invalid based upon prior publication of a reference to the benefits that may be associated with adding heparin to a taurolidine based solution. The decision has only a declaratory effect, as the Utility Model had expired in November 2015. Furthermore, it has no bearing on the ongoing consideration by the EPO of the validity and possible infringement of the Prosl European Patent. The Company filed an appeal against the ruling on September 7, 2016. On January 16, 2015, the Company filed a complaint against TauroPharm GmbH and its managing directors in the District Court of Cologne, Germany. In the complaint, the Company alleges violation of the German Unfair Competition Act by TauroPharm for the unauthorized use of its proprietary information obtained in confidence by TauroPharm. The Company alleges that TauroPharm is improperly and unfairly using its proprietary information relating to the composition and manufacture of Neutrolin, in the manufacture and sale of TauroPharms products TauroLockTM, TauroLock-HEP100 and TauroLock-HEP500. The Company seeks a cease and desist order against TauroPharm from continuing to manufacture and sell any product containing taurolidine (the active pharmaceutical ingredient (API) of Neutrolin) and citric acid in addition to possible other components, damages for any sales in the past and the removal of all such products from the market. An initial hearing in the District Court of Cologne, Germany was held on November 19, 2015 to consider the Companys claims. In this hearing, the presiding judge explained that the court needed more information with regard to several aspects of the case. As a consequence, the court issued an interim decision in the form of a court order outlining several issues of concern that relate primarily to the court's interest in clarifying the facts and reviewing any and all available documentation, in particular with regard to the question which specific know-how was provided to TauroPharm by whom and when. The Company's legal team has prepared the requested reply and produced the respective documentation. TauroPharm has also filed another writ within the same deadline and both parties have filed further writs at the end of April setting out their respective argumentation in more detail. A further oral hearing in this matter was held on November 15, 2016. In this hearing, the court heard arguments from CorMedix and TauroPharm concerning the allegations of unfair competition. The court made no rulings from the bench, and indicated that it is prepared to further examine the underlying facts of the Company's allegations. On March 7, 2017, the court issued another interim decision in the form of a court order outlining again several issues relating to the argumentation of both sides in the proceedings. In particular the court requested the Company to further specify its requests and to further substantiate in even more detail which know know-how was provided by Biolink to TauroPharm by whom and when. The court also raised the question whether the know-how provided at the time to TauroPharm could still be considered to be secret know-how or may have become public in the meantime. The court granted both sides the opportunity to reply to this court order and provide additional facts and evidence until May 15, 2017. Both parties have submitted further writs in this matter and the court has now scheduled a further hearing on May 8, 2018. The Company intends to continue to pursue this matter, and to provide additional supplemental documentary and other evidence as may be necessary to support its claims. In connection with the aforementioned patent and utility model infringement proceedings against TauroPharm, the Company was required by the District Court Mannheim to provide a security deposit of approximately $132,000 to cover legal fees in the event TauroPharm is entitled to reimbursement of these costs. The Company recorded the deposit as restricted cash for the year ended December 31, 2015. The Company furthermore had to provide a deposit in the amount of $40,000 in connection with the unfair competition proceedings in Cologne. These amounts are shown as restricted cash on the condensed consolidated balance sheets. Commitments Manufacturing Navinta LLC, a U.S.-based API developer, provides API manufacturing (manufactured in India at an FDA-compliant facility) and a Drug Master File for CRMD003, pursuant to an original supply agreement dated December 7, 2009, as amended (the Navinta Agreement). The Navinta Agreement provided that Navinta would supply taurolidine (the API for CRMD003) to the Company on an exclusive worldwide basis in the field of the prevention and treatment of human infection and/or dialysis so long as the Company purchased a minimum of $2,250,000 of product on an annual basis for five years following the Companys first commercial sale of a product incorporating taurolidine. The Company did not purchase the required amounts and as a result, lost its exclusive manufacturing rights. The Company was also required to make certain cash payments to Navinta upon the achievement of certain sales-based milestones which were based on a tiered approach and would not commence until the Company achieved a designated net sales threshold. The maximum aggregate amount of such payments, assuming achievement of all milestones, was $1,975,000 over five years. The Navinta Agreement expired on March 31, 2016, was not renewed and there are no further purchase obligations or milestone payments. The Company has developed a program aimed at reducing the cost of goods of Neutrolin through a more efficient, custom synthesis of the active ingredient taurolidine. As part of that program, on April 8, 2015, the Company entered into a Preliminary Services Agreement with [RC]2 Pharma Connect LLC (RC2), pursuant to which RC2 will coordinate certain manufacturing services related to taurolidine that the Company believes are necessary for the submission of its planned new drug application for Neutrolin to the FDA, as well as any foreign regulatory applications. The services under the preliminary service agreement were completed during the first quarter of 2017 except for the stability studies that are expected to be completed in December 2020. These stability studies will not impact the anticipated timing of approval and launch of Neutrolin in the U.S. The total cost for RC2s services under the preliminary services agreement is $1.8 million. During the three and six months ended June 30, 2017, the Company recognized research and development expense of $13,500 and $252,000, respectively, and $35,000 and $71,000 during the three and six months ended June 30, 2016, respectively. The Company also has several service agreements with RC2 for the manufacture of clinical supplies to support its ongoing and planned Phase 3 clinical trials for an aggregate amount of $8.6 million. During the three and six months ended June 30, 2017, the Company recognized research and development expense of approximately $349,000 and $896,000, respectively, related to these agreements and approximately $355,000 and $743,000 during the three and six months ended June 30, 2016, respectively. The Company may terminate these agreements upon 30 days written notice and is only obligated for project costs and reasonable project shut down costs provided through the date of termination. Clinical and Regulatory In December 2015, the Company signed a Master Service Agreement and Work Orders (the Master Service Agreement) with PPD Development, LP (PPD) to help the Company conduct its Phase 3 multicenter, double-blind, randomized active control study (the First Phase 3 Clinical Trial) to demonstrate the safety and effectiveness of Neutrolin in preventing catheter-related bloodstream infections and blood clotting in subjects receiving hemodialysis therapy as treatment for end stage renal disease. In May 2017, the Company signed a contract modification with PPD to cover the extension of the estimated study timeline, incorporate several protocol amendments and take on several new tasks related to the enrollment sites. The total cost of the contract increased to $26.4 million from its original amount of $19.2 million. Given several recent changes to the study agreed with the FDA, an additional modification of the contract with PPD is being negotiated. The cost of this modification is not yet known. The Company currently anticipates that the cost for this trial, referred to as LOCK-IT-100, will exceed $30 million, and will likely enroll patients into 2018. During the three and six months ended June 30, 2017, the Company recognized $2,811,000 and $5,365,000 in research and development expense related to this agreement, respectively, and during the three and six months ended June 30, 2016, the Company recognized approximately $1,103,000 and $2,003,000, respectively. In-Licensing In 2008, the Company entered into a License and Assignment Agreement (the NDP License Agreement) with NDP. Pursuant to the NDP License Agreement, NDP granted the Company exclusive, worldwide licenses for certain antimicrobial catheter lock solutions, processes for treating and inhibiting infections, a biocidal lock system and a taurolidine delivery apparatus, and the corresponding United States and foreign patents and applications (the NDP Technology). The Company acquired such licenses and patents through its assignment and assumption of NDPs rights under certain separate license agreements by and between NDP and Dr. Hans-Dietrich Polaschegg, Dr. Klaus Sodemann and Dr. Johannes Reinmueller. As consideration in part for the rights to the NDP Technology, the Company paid NDP an initial licensing fee of $325,000 and granted NDP a 5% equity interest in the Company, consisting at the time of 39,980 shares of the Companys common stock. In addition, the Company is required to make payments to NDP upon the achievement of certain regulatory and sales-based milestones. Certain of the milestone payments are to be made in the form of shares of common stock currently held in escrow for NDP, and other milestone payments are to be paid in cash. The maximum aggregate number of shares issuable upon achievement of milestones is 145,543 shares. During the year ended December 31, 2014, a certain milestone was achieved resulting in the release of 36,386 shares held in escrow. The number of shares held in escrow as of June 30, 2017 and December 31, 2016 is 109,157 shares of common stock. The maximum aggregate amount of cash payments upon achievement of milestones is $3,000,000 with $2,500,000 remaining unearned at June 30, 2017. Events that trigger milestone payments include but are not limited to the reaching of various stages of regulatory approval and upon achieving certain worldwide net sales amounts. There were no milestones achieved during the three and six months ended June 30, 2017 and 2016. The NDP License Agreement may be terminated by the Company on a country-by-country basis upon 60 days prior written notice. If the NDP License Agreement is terminated by either party, the Companys rights to the NDP Technology will revert back to NDP. Employment Agreements In January 2017, the Company entered into a three-year employment agreement with Robert Cook to serve as its Chief Financial Officer and with Judith Abrams to serve as its Chief Medical Officer, and in March 2017, the Company entered into an employment agreement with John Armstrong to serve as its Executive Vice President for Technical Operations. After the initial three-year term of each employment agreement, the agreement will automatically renew for additional successive one-year periods, unless either party notifies the other in writing at least 90 days before the expiration of the then current term that the agreement will not be renewed. In connection with their employment, the Company granted each of Mr. Cook and Dr. Abrams stock options to purchase 350,000 shares of common stock, with 185,000 of the options vesting in four equal annual installments on the first four anniversaries of the grant date. The remaining 165,000 options are split into three tranches, which become exercisable upon the achievement of specified performance milestones within designated respective time periods. In connection with his employment, the Company granted Mr. Armstrong stock options to purchase 100,000 shares of common stock, which vest upon the achievement of designated milestones. In each case, the executive must be an employee of or consultant to the Company on the applicable vesting date. If the Company terminates the employment of Mr. Cook, Dr. Abrams or Mr. Armstrong other than for Cause (as defined in the agreements), death or disability, other than by notice of nonrenewal, or if any of them resigns for Good Reason (as defined in the agreements), he or she will receive his or her base salary and benefits for a period of nine months following the effective date of the termination of employment, and, in the case of Mr. Cook and Dr. Abrams, all unvested time-based stock options that are scheduled to vest on or before the next succeeding anniversary of the date of termination shall be accelerated and deemed to have vested as of the termination date. Other The Company entered into a sublease for 4,700 square feet of office space in Bedminster, New Jersey, which sublease runs from April 1, 2015 until March 31, 2018. Rent is $5,000 per month plus occupancy costs such as utilities, maintenance and taxes. In accordance with the lease agreement, the Company has deposited $5,000 with the landlord, the equivalent of one month rent. Rent expense for the three and six months ended June 30, 2017 was $18,000, and $35,000, respectively, and $16,000 and $35,000 for the three and six months ended June 30, 2016, respectively. Under the Companys current lease agreements, the total remaining lease obligation as of June 30, 2017 is set forth below: 2017 $ 31,733 2018 15,000 Total $ 46,733 |
6. Concentrations
6. Concentrations | 6 Months Ended |
Jun. 30, 2017 | |
Concentrations | |
Concentrations | At June 30, 2017, approximately 91% of net accounts receivable was due from one customer. During the three months ended June 30, 2017, the Company had revenue from two customers in excess of 10% (48% and 36%) of its total sales and two customers (50% and 33%) for the six months ended June 30, 2017. For the three months ended June 30, 2016, there were three customers that exceeded 10% of its total sales (26%, 19% and 15%) and one customer (47%) for the six months ended June 30, 2016. |
7. Subsequent Event
7. Subsequent Event | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | On August 8, 2017, the Company’s shareholders approved an amendment to the Company’s amended and restated Certificate of Incorporation (the “Charter Amendment”) to increase the shares of authorized capital stock from 82,000,000 shares to 162,000,000 shares and to increase the number of authorized shares of common stock from 80,000,000 to 160,000,000 shares. The Company intends to effect the Charter Amendment as soon as possible by filing it with the Secretary of State of the State of Delaware. |
2. Summary of Significant Acc14
2. Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Liquidity, Going Concern and Uncertainties | The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the Company’s ability to raise capital to support its operations; the cost, timing and results of clinical trials; the ability to obtain regulatory approval to market the Company’s products; competition from products manufactured and sold or being developed by other companies; the price of, and demand for, Company products; and the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products. The financial statements have been prepared in conformity with GAAP which contemplate continuation of the Company as a going concern. To date, the Company’s commercial operations have not generated sufficient revenues to enable profitability. As of June 30, 2017, the Company had an accumulated deficit of $131.9 million, and had incurred net losses of $5.1 million and $12.7 million for the three and six months then ended. Based on the current development plans for Neutrolin in both the U.S. and foreign markets (including the ongoing hemodialysis Phase 3 clinical trial in the U.S.) and the Company’s other operating requirements, the Company’s existing cash and short-term investments at June 30, 2017 will fund its operations into the first quarter of 2018. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. At June 30, 2017, approximately $3.7 million remained available for sale under an April 2015 $40.0 million At-the-Market Issuance Sales Agreement (the “Current ATM program”) with MLV & Co. LLC (“MLV”), which was a subsidiary of FBR Capital Markets & Co. (“FBR”), but was combined with B. Riley Financial, Inc. in June 2017. At June 30, 2017, the Company also had approximately $46.0 million available under its current shelf registration for the issuance of equity, debt or equity-linked securities unrelated to the Current ATM program, which amount was originally $60.0 million. The sale of any equity securities through September 15, 2017 under this portion of the shelf registration statement is subject to participation rights held by Manchester Securities Corp. (“Manchester”) pursuant to which Manchester must either be offered 60% participation in such equity financing or the Company must obtain a waiver from Manchester. On May 3, 2017, the Company closed on an equity financing under its current shelf registration statement, which raised net proceeds of approximately $12.8 million (see Note 3). In August 2016, the Company entered into a new sales agreement with FBR whereby the Company can sell up to $40 million of shares of its common stock (the “Pending ATM Program”), but only if the Company obtains a waiver from Manchester of its participation rights and the pending registration statement covering this Pending ATM Program is declared effective, which conditions might not be met. The Company’s continued operations including completion of its ongoing LOCK-IT-100 clinical trial as well as the other Phase 3 clinical program requirements for Neutrolin in the U.S. will depend on its ability to raise additional capital. Management is actively pursuing financing plans but can provide no assurances that such financing or strategic relationships will be available on acceptable terms, or at all. Without this funding, the Company will be required to delay, scale back or eliminate its ongoing LOCK-IT-100 clinical trial as well as work on the other Phase 3 clinical program requirements for Neutrolin in CRBSI which would likely have a material adverse effect on the Company. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make 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 reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Basis of Consolidation | The condensed consolidated financial statements include the accounts of the Company and CorMedix Europe GmbH, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Financial Instruments | Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and short-term investments. The Company maintains its cash and cash equivalents in bank deposit and other interest bearing accounts, the balances of which, at times, may exceed federally insured limits. The appropriate classification of marketable securities is determined at the time of purchase and reevaluated as of each balance sheet date. Investments in marketable debt and equity securities classified as available-for-sale are reported at fair value. Fair value is determined using quoted market prices in active markets for identical assets or liabilities or quoted prices for similar assets or liabilities or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Changes in fair value that are considered temporary are reported net of tax in other comprehensive income (loss). Realized gains and losses, amortization of premiums and discounts and interest and dividends earned are included in income (expense). For declines in the fair value of equity securities that are considered other-than-temporary, impairment losses are charged to other (income) expense, net. The Company considers available evidence in evaluating potential impairments of its investments, including the duration and extent to which fair value is less than cost. There were no deemed permanent impairments at June 30, 2017 or December 31, 2016. The Companys marketable securities are highly liquid and consist of U.S. government agency securities, high-grade corporate obligations and commercial paper with original maturities of more than 90 days. As of June 30, 2017 and December 31, 2016, all of the Companys investments had contractual maturities of less than one year. The following table summarizes the amortized cost, unrealized gains and losses and the fair value at June 30, 2017 and December 31, 2016: June 30, 2017: Amortized Cost Gross Unrealized Losses Gross Unrealized Gains Fair Value Money Market Funds included in Cash Equivalents $ 6,386,968 $ (19 ) $ 23 $ 6,386,972 U.S. Government Securities 3,993,522 (302 ) - 3,993,220 Corporate Securities 5,300,711 (2,901 ) 401 5,298,211 Commercial Paper 1,592,744 - - 1,592,744 Subtotal 10,886,977 (3,203 ) 401 10,884,175 Total June 30, 2017 $ 17,273,945 $ (3,222 ) $ 424 $ 17,271,147 December 31, 2016: Money Market Funds included in Cash Equivalents $ 95,949 $ - $ - $ 95,949 Corporate Securities 10,619,583 (13,212 ) - 10,606,371 Commercial Paper 1,494,549 - - 1,494,549 Subtotal 12,114,132 (13,212 ) - 12,100,920 Total December 31, 2016 $ 12,210,081 $ (13,212 ) $ - $ 12,196,869 |
Fair Value Measurements | The Companys financial instruments recorded in the consolidated balance sheets include cash and cash equivalents, accounts receivable, investment securities, accounts payable, accrued expenses and warrant derivatives (see Note 3 Stockholders Equity, Warrants). The carrying value of certain financial instruments, primarily cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their estimated fair values based upon the short-term nature of their maturity dates. The Company categorizes its financial instruments into a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. Financial assets recorded at fair value on the Companys condensed consolidated balance sheets are categorized as follows: ● Level 1 inputsObservable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs). ● Level 3 inputsUnobservable inputs for the asset or liability, which are supported by little or no market activity and are The following table provides the carrying value and fair value of the Companys financial assets measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016: June 30, 2017: Carrying Value Level 1 Level 2 Level 3 Money Market Funds $ 6,386,972 $ 6,386,972 $ - $ - U.S. Government Securities 3,993,220 - 3,993,220 - Corporate Securities 5,298,211 - 5,298,211 - Commercial Paper 1,592,744 - 1,592,744 - Series A Warrants 377,041 - - 377,041 Series B Warrants 1,382,483 - - 1,382,483 Underwriters Warrants 120,653 - - 120,653 Subtotal 12,764,352 - 10,884,175 $ 1,880,177 Total June 30, 2017 $ 19,151,324 $ 6,386,972 $ 10,884,175 $ 1,880,177 December 31, 2016: Money Market Funds $ 95,949 $ 95,949 $ - $ - Corporate Securities 10,606,371 - 10,606,371 - Commercial Paper 1,494,549 - 1,494,549 - Subtotal 12,100,920 - 12,100,920 $ - Total December 31, 2016 $ 12,196,869 $ 95,949 $ 12,100,920 $ - Series A Warrants Series B Warrants Underwriters Warrants Fair value, issuance date (May 3, 2017) $ 0.08 $ 0.17 $ 0.18 Decrease in fair value (0.05 ) (0.07 ) (0.07 ) Fair value, June 30, 2017 $ 0.03 $ 0.10 $ 0.11 |
Foreign Currency Translation and Transactions | The condensed consolidated financial statements are presented in U.S. Dollars (USD), the reporting currency of the Company. For the financial statements of the Companys foreign subsidiary, whose functional currency is the EURO, foreign currency asset and liability amounts are translated into USD at end-of-period exchange rates. Foreign currency income and expenses are translated at average exchange rates in effect during the period in which the income and expenses were recognized. Translation gains and losses are included in other comprehensive loss. The Company has intercompany loans between the parent company based in New Jersey and its German subsidiary. The intercompany loans outstanding are not expected to be repaid in the foreseeable future and unrealized foreign exchange movements related to long-term intercompany loans are recognized in other comprehensive income. Foreign currency exchange transaction gain (loss) is the result of re-measuring transactions denominated in a currency other than the functional currency of the entity recording the transaction. |
Restricted Cash | As of June 30, 2017 and December 31, 2016, the Companys restricted cash is in connection with the patent and utility model infringement proceedings against TauroPharm (see Note 5). The Company was required by the District Court Mannheim to provide a security deposit of approximately $132,000 to cover legal fees in the event TauroPharm is entitled to reimbursement of these costs. The Company furthermore had to provide a deposit in the amount of $40,000 in connection with the unfair competition proceedings in Cologne. |
Prepaid Research and Development | Prepaid expenses consist of payments made in advance to vendors relating to service contracts for clinical trial development and other research and development. These advanced payments are amortized to expense either as services are performed or over the relevant service period using the straight-line method. |
Inventories, net | Inventories are valued at the lower of cost or market on a first in, first out basis. Inventories consist of raw materials (including labeling and packaging), work-in-process, and finished goods, if any, for the Neutrolin product. Inventories consist of the following: June 30, 2017 December 31, 2016 Raw materials $ 280,260 $ 79,900 Work in process 193,243 463,897 Finished goods 82,631 52,936 Inventory reserve (243,000 ) (430,000 ) Total $ 313,134 $ 166,733 |
Accrued Expenses | Accrued expenses consist of the following: June 30, 2017 December 31, 2016 Professional and consulting fees $ 255,588 $ 335,198 Accrued payroll and payroll taxes 802,519 737,607 Clinical trial and manufacturing development 666,032 875,500 Product development 80,001 374,839 Market research 141,466 - Other 96,302 19,208 Total $ 2,041,908 $ 2,342,352 |
Derivative Liability | The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks; however, the Company has certain financial instruments that qualify as derivatives and are classified as liabilities on the balance sheet. The Company evaluates all its financial instruments to determine if those instruments or any potential embedded components of those instruments qualify as derivatives that need to be separately accounted for in accordance with FASB ASC 815, Derivatives and Hedging The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants that allow for cash settlement or meet certain other criteria are accounted for as derivative liabilities. The changes in fair value of the warrant liabilities are re-measured at each balance sheet date and recorded as income or expense. |
Revenue Recognition | Revenue is recognized from product sales when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured. The Company recognizes revenue once the four revenue recognition criteria are met in accordance with the terms of its various distribution agreements. |
Deferred Revenue | In October 2015, the Company shipped product with less than 75% of its remaining shelf life to a customer and issued a guarantee that the specific product shipped would be replaced by the Company if the customer was not able to sell the product before it expired. As a result of this warranty, the Company may have an additional performance obligation (i.e. accept returned product and deliver new product to the customer) if the customer is unable to sell the short-dated product. Due to limited sales experience with the customer, the Company is unable to estimate the amount of the warranty obligation that may be incurred as a result of this shipment. Therefore, the Company has deferred the revenue and related cost of sales associated with the shipment of this product, presented net deferred revenue in the condensed consolidated balance sheet. During the three and six months ended June 30, 2017, the Company recognized $33,400 and $64,000 of deferred revenue and $19,600 and $37,600 in related cost of sales resulting in net amount of $13,800 and $26,400, respectively. Also, during the three and six months ended June 30, 2017, the Company had recorded an additional net deferred revenue in the amount of $13,000 and $24,000, respectively. Deferred revenue, net at June 30, 2017 and December 31, 2016 amounted to approximately $101,900 and $104,200, respectively. |
Loss per common share | Basic loss per common share excludes any potential dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. However, since their effect is anti-dilutive, the Company has excluded potentially dilutive shares. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive. Six Months Ended June 30, 2017 2016 Series C non-voting convertible preferred stock 2,790,000 2,865,000 Series D non-voting convertible preferred stock 1,479,240 1,479,240 Series E non-voting convertible preferred stock 1,959,759 1,959,759 Shares underlying outstanding warrants 33,052,578 4,006,468 Shares underlying restricted stock units 61,414 - Shares underlying outstanding stock options 5,709,545 3,984,545 Total 45,052,536 14,295,012 Shares underlying outstanding warrants include an aggregate of 29,046,110 warrants issued on an underwritten public offering which closed on May 3, 2017 (see Note 3). Currently, the Company does not have sufficient number of authorized shares of common stock to cover the shares issuable upon exercise of these warrants. |
Stock-Based Compensation | Share-based compensation cost is measured at grant date, based on the estimated fair value of the award using the Black-Scholes option pricing model for options with service or performance-based conditions and a Monte Carlo option pricing model for options with market conditions. Stock-based compensation is recognized as expense over the employees requisite service period on a straight-line basis. Effective October 1, 2016, the Company adopted ASU 2016-09 to account for forfeitures as they occur. All share-based awards will be recognized on a straight-line method, assuming all awards granted will vest. Forfeitures of share-based awards will be recognized in the period in which they occur. Prior to the adoption of ASU 2016-09, share-based compensation expense was recognized by applying the expected forfeiture rate during the vesting period to the fair value of the award. As of January 1, 2016, a cumulative effect adjustment of $129,730 was recognized to reflect the forfeiture rate that had been applied to unvested option awards prior to fiscal year 2016. As a result of the adoption of ASU 2016-09, the Companys condensed consolidated statement of operations and comprehensive loss and condensed consolidated statement of cash flows for the six months ended June 30, 2016 were adjusted to reflect the impact. The Company accounts for stock options granted to non-employees on a fair value basis using the Black-Scholes option pricing model in accordance with ASC 718 and ASC No. 505-50, Equity-Based Payments to Non-Employees |
Research and Development | Research and development costs are charged to expense as incurred. Research and development includes fees associated with operational consultants, contract clinical research organizations, contract manufacturing organizations, clinical site fees, contract laboratory research organizations, contract central testing laboratories, licensing activities, and allocated executive, human resources and facilities expenses. The Company accrues for costs incurred as the services are being provided by monitoring the status of the trial and the invoices received from its external service providers. As actual costs become known, the Company adjusts its accruals in the period when actual costs become known. Costs related to the acquisition of technology rights and patents for which development work is still in process are charged to operations as incurred and considered a component of research and development expense. |
Recent Authoritative Pronouncements | In July 2017, the FASB issued new guidance which changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features and recharacterizes the indefinite deferral of certain provisions within the guidance for distinguishing liabilities from equity. The guidance is effective for the Company beginning in the first quarter of fiscal year 2019. Early adoption is permitted. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements. |
2. Summary of Significant Acc15
2. Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Marketable securities | June 30, 2017: Amortized Cost Gross Unrealized Losses Gross Unrealized Gains Fair Value Money Market Funds included in Cash Equivalents $ 6,386,968 $ (19 ) $ 23 $ 6,386,972 U.S. Government Securities 3,993,522 (302 ) - 3,993,220 Corporate Securities 5,300,711 (2,901 ) 401 5,298,211 Commercial Paper 1,592,744 - - 1,592,744 Subtotal 10,886,977 (3,203 ) 401 10,884,175 Total June 30, 2017 $ 17,273,945 $ (3,222 ) $ 424 $ 17,271,147 December 31, 2016: Money Market Funds included in Cash Equivalents $ 95,949 $ - $ - $ 95,949 Corporate Securities 10,619,583 (13,212 ) - 10,606,371 Commercial Paper 1,494,549 - - 1,494,549 Subtotal 12,114,132 (13,212 ) - 12,100,920 Total December 31, 2016 $ 12,210,081 $ (13,212 ) $ - $ 12,196,869 |
Carrying and fair value of financial assets | June 30, 2017: Carrying Value Level 1 Level 2 Level 3 Money Market Funds $ 6,386,972 $ 6,386,972 $ - $ - U.S. Government Securities 3,993,220 - 3,993,220 - Corporate Securities 5,298,211 - 5,298,211 - Commercial Paper 1,592,744 - 1,592,744 - Series A Warrants 377,041 - - 377,041 Series B Warrants 1,382,483 - - 1,382,483 Underwriters Warrants 120,653 - - 120,653 Subtotal 12,764,352 - 10,884,175 $ 1,880,177 Total June 30, 2017 $ 19,151,324 $ 6,386,972 $ 10,884,175 $ 1,880,177 December 31, 2016: Money Market Funds $ 95,949 $ 95,949 $ - $ - Corporate Securities 10,606,371 - 10,606,371 - Commercial Paper 1,494,549 - 1,494,549 - Subtotal 12,100,920 - 12,100,920 $ - Total December 31, 2016 $ 12,196,869 $ 95,949 $ 12,100,920 $ - Series A Warrants Series B Warrants Underwriters Warrants Fair value, issuance date (May 3, 2017) $ 0.08 $ 0.17 $ 0.18 Decrease in fair value (0.05 ) (0.07 ) (0.07 ) Fair value, June 30, 2017 $ 0.03 $ 0.10 $ 0.11 |
Schedule of inventories | June 30, 2017 December 31, 2016 Raw materials $ 280,260 $ 79,900 Work in process 193,243 463,897 Finished goods 82,631 52,936 Inventory reserve (243,000 ) (430,000 ) Total $ 313,134 $ 166,733 |
Schedule of accrued expenses | June 30, 2017 December 31, 2016 Professional and consulting fees $ 255,588 $ 335,198 Accrued payroll and payroll taxes 802,519 737,607 Clinical trial and manufacturing development 666,032 875,500 Product development 80,001 374,839 Market research 141,466 - Other 96,302 19,208 Total $ 2,041,908 $ 2,342,352 |
Schedule of anti-dilutive securities excluded from calculation of diluted net loss per share | Six Months Ended June 30, 2017 2016 Series C non-voting convertible preferred stock 2,790,000 2,865,000 Series D non-voting convertible preferred stock 1,479,240 1,479,240 Series E non-voting convertible preferred stock 1,959,759 1,959,759 Shares underlying outstanding warrants 33,052,578 4,006,468 Shares underlying restricted stock units 61,414 - Shares underlying outstanding stock options 5,709,545 3,984,545 Total 45,052,536 14,295,012 |
3. Stockholders' Equity (Tables
3. Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
STOCKHOLDERS' EQUITY | |
Fair value assumptions for Black Sholes | Six Months Ended June 30, 2017 2016 Expected Term 5 years 5 - 10 years Volatility 101.69% - 105.07% 96% - 98% Dividend yield 0.0% 0.0% Risk-free interest rate 1.77% - 1.99% 1.25% - 1.94% Weighted average fair value of options granted during the period $1.27 $ 1.64 |
Summary of Option Activity under Plan and Related Information | Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at beginning of period 4,609,755 $ 2.29 8.2 $ 581,823 Exercised (10,000 ) $ 0.68 Forfeited (120,000 ) $ 2.24 Expired/Canceled (27,710 ) $ 2.42 Granted 1,257,500 $ 1.66 Outstanding at end of period 5,709,545 $ 2.20 7.4 $ 0 Vested at end of period 2,580,540 $ 2.08 5.0 $ 0 |
Summary of Warrant Activity | Series A Series B Underwriters Expected Term 1.18 1.33 years 5.10 5.25 years 5.10 5.25 years Volatility 55% 55% 55% Dividend yield 0.0% 0.0% 0.0% Exercise Price $0.75 $1.05 $0.94 Risk-free interest rate 1.13% - 1.16% 1.86% - 1.88% 1.86% - 1.88% Weighted average fair value of warrants granted $0.08 $0.17 $0.18 Number of shares underlying warrants granted 13,964,476 13,964,476 1,117,158 As these warrants are liability-classified, they were revalued at June 30, 2017 using the following assumptions: Series A Series B Underwriters Expected Term 1.17 5.09 5.09 Volatility 55% 55% 55% Dividend yield 0.0% 0.0% 0.0% Exercise Price $ 0.75 $ 1.05 $ 0.94 Risk-free interest rate 1.26% 1.88% 1.88% Weighted average fair value of warrants $ 0.03 $ 0.10 $ 0.11 |
5. Commitments and Contingenc17
5. Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | 2017 $ 31,733 2018 15,000 Total $ 46,733 |
2. Summary of Significant Acc18
2. Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Amortized cost | $ 17,273,945 | $ 12,210,081 |
Gross unrealized losses | (3,222) | (13,212) |
Gross unrealized gains | 424 | 0 |
Fair value | 17,271,147 | 12,196,869 |
Money Market Funds included in Cash Equivalents | ||
Amortized cost | 6,386,968 | 95,949 |
Gross unrealized losses | (19) | 0 |
Gross unrealized gains | 23 | 0 |
Fair value | 6,386,972 | 95,949 |
U.S. Government Securities | ||
Amortized cost | 3,993,522 | 0 |
Gross unrealized losses | (302) | 0 |
Gross unrealized gains | 0 | 0 |
Fair value | 3,993,220 | 0 |
Corporate Securities | ||
Amortized cost | 5,300,711 | 10,619,583 |
Gross unrealized losses | (2,901) | (13,212) |
Gross unrealized gains | 401 | 0 |
Fair value | 5,298,211 | 10,606,371 |
Commercial Paper | ||
Amortized cost | 1,592,744 | 1,494,549 |
Gross unrealized losses | 0 | 0 |
Gross unrealized gains | 0 | 0 |
Fair value | 1,592,744 | 1,494,549 |
Subtotal | ||
Amortized cost | 10,886,977 | 12,114,132 |
Gross unrealized losses | (3,203) | (13,212) |
Gross unrealized gains | 401 | 0 |
Fair value | $ 10,884,175 | $ 12,100,920 |
2. Summary of Significant Acc19
2. Summary of Significant Accounting Policies (Details 1) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Carrying Value | $ 19,151,324 | $ 12,196,869 |
Level 1 | ||
Carrying Value | 6,386,972 | 95,949 |
Level 2 | ||
Carrying Value | 10,884,175 | 12,100,920 |
Level 3 | ||
Carrying Value | 1,880,177 | 0 |
Money Market Funds included in Cash Equivalents | ||
Carrying Value | 6,386,972 | 95,949 |
Money Market Funds included in Cash Equivalents | Level 1 | ||
Carrying Value | 6,386,972 | 95,949 |
Money Market Funds included in Cash Equivalents | Level 2 | ||
Carrying Value | 0 | 0 |
Money Market Funds included in Cash Equivalents | Level 3 | ||
Carrying Value | 0 | 0 |
U.S. Government Securities | ||
Carrying Value | 3,993,220 | 0 |
U.S. Government Securities | Level 1 | ||
Carrying Value | 0 | 0 |
U.S. Government Securities | Level 2 | ||
Carrying Value | 3,993,220 | 0 |
U.S. Government Securities | Level 3 | ||
Carrying Value | 0 | 0 |
Corporate Securities | ||
Carrying Value | 5,298,211 | 10,606,371 |
Corporate Securities | Level 1 | ||
Carrying Value | 0 | 0 |
Corporate Securities | Level 2 | ||
Carrying Value | 5,298,211 | 10,606,371 |
Corporate Securities | Level 3 | ||
Carrying Value | 0 | 0 |
Commercial Paper | ||
Carrying Value | 1,592,744 | 1,494,549 |
Commercial Paper | Level 1 | ||
Carrying Value | 0 | 0 |
Commercial Paper | Level 2 | ||
Carrying Value | 1,592,744 | 1,494,549 |
Commercial Paper | Level 3 | ||
Carrying Value | 0 | 0 |
Series A Warrants | ||
Carrying Value | 377,041 | 0 |
Series A Warrants | Level 2 | ||
Carrying Value | 0 | 0 |
Series A Warrants | Level 3 | ||
Carrying Value | 377,041 | 0 |
Series A Warrants | Level 1 | ||
Carrying Value | 0 | 0 |
Series B Warrants | ||
Carrying Value | 1,382,483 | 0 |
Series B Warrants | Level 1 | ||
Carrying Value | 0 | 0 |
Series B Warrants | Level 2 | ||
Carrying Value | 0 | 0 |
Series B Warrants | Level 3 | ||
Carrying Value | 1,382,483 | 0 |
Underwriter's Warrants | ||
Carrying Value | 120,653 | 0 |
Underwriter's Warrants | Level 1 | ||
Carrying Value | 0 | 0 |
Underwriter's Warrants | Level 2 | ||
Carrying Value | 0 | 0 |
Underwriter's Warrants | Level 3 | ||
Carrying Value | 120,653 | 0 |
Subtotal | ||
Carrying Value | 12,764,352 | 12,100,920 |
Subtotal | Level 1 | ||
Carrying Value | 0 | 0 |
Subtotal | Level 2 | ||
Carrying Value | 10,884,175 | 12,100,920 |
Subtotal | Level 3 | ||
Carrying Value | $ 1,880,177 | $ 0 |
2. Summary of Significant Acc20
2. Summary of Significant Accounting Policies (Details 2) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Summary Of Significant Accounting Policies Details 2 | ||
Raw materials | $ 280,260 | $ 79,900 |
Work in process | 193,243 | 463,897 |
Finished goods | 82,631 | 52,936 |
Inventory reserve | (243,000) | (430,000) |
Total | $ 313,134 | $ 166,733 |
2. Summary of Significant Acc21
2. Summary of Significant Accounting Policies (Details 3) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Professional and consulting fees | $ 255,588 | $ 335,198 |
Accrued payroll and payroll taxes | 802,519 | 737,607 |
Clinical trial and manufacturing development | 666,032 | 875,500 |
Product development | 80,001 | 374,839 |
Market research | 141,466 | |
Other | 96,302 | 19,208 |
Total | $ 2,041,908 | $ 2,342,352 |
2. Summary of Significant Acc22
2. Summary of Significant Accounting Policies (Details 4) - shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Shares | 45,052,536 | 14,295,012 |
Series C non-voting convertible preferred stock | ||
Antidilutive Shares | 2,790,000 | 2,865,000 |
Series D non-voting convertible preferred stock | ||
Antidilutive Shares | 1,479,240 | 1,479,240 |
Series E non-voting convertible preferred stock | ||
Antidilutive Shares | 1,959,759 | 1,959,759 |
Warrants | ||
Antidilutive Shares | 33,052,578 | 4,006,468 |
Shares underlying outstanding stock options | ||
Antidilutive Shares | 5,709,545 | 3,984,545 |
Shares underlying restricted stock units | ||
Antidilutive Shares | 61,414 | 0 |
2. Summary of Significant Acc23
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Details Narrative | |||||
Accumulated deficit | $ (131,908,008) | $ (131,908,008) | $ (119,164,952) | ||
Loss from Operations | (7,022,601) | $ (4,912,220) | (14,641,607) | $ (9,173,549) | |
Cost of sales | $ (18,052) | $ (187,192) | $ (111,624) | $ (237,421) |
3. Stockholders' Equity (Detail
3. Stockholders' Equity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Stockholders Equity Details | ||
Expected Term | 5 years | |
Expected Term, minimum | 5 years | |
Expected Term, maximum | 10 years | |
Volatility, minimum | 101.69% | 96.00% |
Volatility, maximum | 105.07% | 98.00% |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate, minimum | 1.77% | 1.25% |
Risk-free interest rate, maximum | 1.99% | 1.94% |
Weighted-average fair value of options granted during the period | $ 1.27 | $ 1.64 |
3. Stockholders' Equity (Deta25
3. Stockholders' Equity (Details 1) | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Stockholders Equity Details 1 | |
Number of Options Outstanding, Beginning | shares | 4,609,755 |
Number of Options Exercised | shares | (10,000) |
Number of Options Forfeited | shares | (120,000) |
Number of Options Expired/Canceled | shares | (27,710) |
Number of Options Granted | shares | 1,257,500 |
Number of Options Outstanding, Ending | shares | 5,709,545 |
Number of Options Vested | shares | 2,580,540 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 2.29 |
Weighted Average Exercise Price Exercised | $ / shares | 0.68 |
Weighted Average Exercise Price Forfeited | $ / shares | 2.24 |
Weighted Average Exercise Price Expired/Canceled | $ / shares | 2.42 |
Weighted Average Exercise Price Granted | $ / shares | 1.66 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | 2.2 |
Weighted Average Exercise Price, Vested | $ / shares | $ 2.08 |
Weighted Average Remaining Contractual Life (in years) Outstanding, Beginning | 8 years 2 months 12 days |
Weighted Average Remaining Contractual Life (in years) Outstanding, Ending | 7 years 4 months 24 days |
Weighted Average Remaining Contractual Life (in years), Vested | 5 years |
Aggregate Intrinsic Value Outstanding, Beginning | $ | $ 581,823 |
Aggregate Intrinsic Value Outstanding, Ending | $ | 0 |
Aggregate Intrinsic Value, Vested | $ | $ 0 |
3. Stockholders' Equity (Deta26
3. Stockholders' Equity (Details 2) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Expected Term | 5 years | |
Expected Term, minimum | 5 years | |
Expected Term, maximum | 10 years | |
Volatility, minimum | 101.69% | 96.00% |
Volatility, maximum | 105.07% | 98.00% |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate, minimum | 1.77% | 1.25% |
Risk-free interest rate, maximum | 1.99% | 1.94% |
Weighted-average fair value of warrants granted during the period | $ 1.27 | $ 1.64 |
Number of shares underlying warrants granted | $ (3,733,542) | |
Series A | ||
Expected Term | 1 year 2 months 1 day | |
Volatility | 55.00% | |
Dividend yield | 0.00% | |
Exercise Price | $ .75 | |
Risk-free interest rate | 1.26% | |
Weighted-average fair value of warrants granted during the period | $ .03 | |
Series A | Grant Date | ||
Expected Term, minimum | 1 year 2 months 5 days | |
Expected Term, maximum | 1 year 3 months 29 days | |
Volatility | 55.00% | |
Exercise Price | $ .75 | |
Risk-free interest rate, minimum | 1.13% | |
Risk-free interest rate, maximum | 1.16% | |
Weighted-average fair value of warrants granted during the period | $ .08 | |
Number of shares underlying warrants granted | $ 13,964,476 | |
Series B | ||
Expected Term | 5 years 1 month 9 days | |
Volatility | 55.00% | |
Dividend yield | 0.00% | |
Exercise Price | $ 1.05 | |
Risk-free interest rate | 1.88% | |
Weighted-average fair value of warrants granted during the period | $ .10 | |
Series B | Grant Date | ||
Expected Term, minimum | 5 years 1 month 6 days | |
Expected Term, maximum | 5 years 3 months | |
Volatility | 55.00% | |
Exercise Price | $ 1.05 | |
Risk-free interest rate, minimum | 1.86% | |
Risk-free interest rate, maximum | 1.88% | |
Weighted-average fair value of warrants granted during the period | $ .17 | |
Number of shares underlying warrants granted | $ 13,964,476 | |
Underwriter's | ||
Expected Term | 5 years 1 month 9 days | |
Volatility | 55.00% | |
Dividend yield | 0.00% | |
Exercise Price | $ .94 | |
Risk-free interest rate | 1.88% | |
Weighted-average fair value of warrants granted during the period | $ .11 | |
Underwriter's | Grant Date | ||
Expected Term, minimum | 5 years 1 month 6 days | |
Expected Term, maximum | 5 years 3 months | |
Volatility | 55.00% | |
Exercise Price | $ .94 | |
Risk-free interest rate, minimum | 1.86% | |
Risk-free interest rate, maximum | 1.88% | |
Weighted-average fair value of warrants granted during the period | $ 0.18 | |
Number of shares underlying warrants granted | $ 1,117,158 |
3. Stockholders' Equity (Deta27
3. Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Common stock | 10,000 | |||
Stock option gross proceeds | $ 6,800 | |||
Conversion of preferred stock to common stock | 75,000 | |||
Stock-based compensation for stock options issued | $ 382,993 | $ 286,110 | $ 813,645 | $ 728,180 |
Unrecognized compensation expense | 3,958,000 | $ 3,958,000 | ||
Warrants, weighted average remaining contractual life | 1 year 9 months 18 days | |||
Intrinsic value of stock options exercised | $ 13,200 | $ 980,039 | ||
Outstanding warrants | 33,052,578 | |||
Restricted Stock Unit | ||||
Compensation expense | 14,626 | $ 35,998 | ||
Unrecognized compensation expense | $ 99,406 | $ 99,406 | ||
Restricted stock units issued | 107,931 |
5. Commitments and Contingenc28
5. Commitments and Contingencies (Details) | Jun. 30, 2017USD ($) |
Commitments And Contingencies Details | |
2,017 | $ 31,733 |
2,018 | 15,000 |
Total | $ 46,733 |
5. Commitments and Contingenc29
5. Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Commitments And Contingencies Details Narrative | ||||
Research and development expense | $ 13,500 | $ 35,000 | $ 252,000 | $ 71,000 |
research and development expenses - manufacturing | 349,000 | 355,000 | 896,000 | 743,000 |
Research and development expense - clinical and regulatory | 2,811,000 | 1,103,000 | 5,365,000 | 2,003,000 |
Rent expense | $ 18,000 | $ 16,000 | 35,000 | $ 35,000 |
Agreements amount, maximum | 3,000,000 | |||
Unearned aggregate amount | $ 2,500,000 |
6. Concentrations (Details Narr
6. Concentrations (Details Narrative) | 6 Months Ended |
Jun. 30, 2017 | |
Concentrations Details Narrative | |
Concentration risk | 91.00% |