Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 30, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Cocrystal Pharma, Inc. | ||
Entity Central Index Key | 0001412486 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 38,555,201 | ||
Entity Common Stock, Shares Outstanding | 52,140,699 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 7,418 | $ 2,723 |
Restricted cash | 50 | 29 |
Accounts receivable | 644 | |
Prepaid expenses and other current assets | 169 | 191 |
Total current assets | 8,281 | 2,943 |
Property and equipment, net | 431 | 384 |
Deposits | 50 | 40 |
Operating lease right-of-use assets, net (including $40 to related party) | 677 | |
Goodwill | 19,092 | 65,195 |
Total assets | 28,531 | 68,562 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,999 | 1,080 |
Current maturities of finance lease liabilities | 103 | 214 |
Current maturities of operating lease liabilities (including $59 to related party) | 177 | |
Derivative liabilities | 7 | 263 |
Total current liabilities | 2,286 | 1,557 |
Long-term liabilities: | ||
Finance lease liabilities | 14 | 117 |
Operating lease liabilities (including $40 to related party) | 523 | |
Total long-term liabilities | 537 | 117 |
Total liabilities | 2,823 | 1,674 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $.001 par value; 100,000 and 100,000 shares authorized as of December 31, 2019 and December 31, 2018; 35,150 and 29,938 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 36 | 30 |
Additional paid-in capital | 260,932 | 253,949 |
Accumulated deficit | (235,260) | (187,091) |
Total stockholders' equity | 25,708 | 66,888 |
Total liabilities and stockholders' equity | $ 28,531 | $ 68,562 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 06, 2018 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ .001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 35,150,000 | 29,938,000 | |
Common stock, shares outstanding | 35,150,000 | 29,938,000 | |
Related party operating lease right of use assets | $ 40 | ||
Related party operating lease liabilities current | 59 | ||
Related party operating lease liabilities non-current | $ 40 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | ||
Collaboration revenue | $ 6,564 | |
Operating expenses: | ||
Research and development | 4,004 | 4,667 |
General and administrative | 4,863 | 4,352 |
Impairments | 46,103 | 53,905 |
Total operating expenses | 54,970 | 62,924 |
Loss from operations | (48,406) | (62,924) |
Other (expense) income: | ||
Interest expense, net | (19) | (58) |
Gain on settlement of mortgage note receivable | 106 | |
Loss on disposal of property and equipment | (60) | |
Change in fair value of derivative liabilities | 256 | 306 |
Total other income, net | 237 | 294 |
Loss before income taxes | (48,169) | (62,630) |
Income tax benefit | 13,582 | |
Net loss | $ (48,169) | $ (49,048) |
Net loss per common share: | ||
Loss per share, basic and diluted | $ (1.51) | $ (1.75) |
Weighted average number of common shares outstanding, basic and diluted | 31,859 | 28,009 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 24 | $ 243,419 | $ (138,043) | $ 105,400 |
Balance, shares at Dec. 31, 2017 | 24,275 | |||
Stock-based compensation | 562 | 562 | ||
Exercise of common stock options | 228 | 228 | ||
Exercise of common stock options, shares | 144 | |||
Sale of common stock, net of transaction costs | $ 5 | 7,679 | 7,684 | |
Sale of common stock, net of transaction costs, shares | 4,435 | |||
Convertible debt instruments | $ 1 | 2,061 | 2,062 | |
Convertible debt instruments, shares | 1,085 | |||
Net loss | (49,048) | (49,048) | ||
Balance at Dec. 31, 2018 | $ 30 | 253,949 | (187,091) | 66,888 |
Balance, shares at Dec. 31, 2018 | 29,939 | |||
Stock-based compensation | 351 | 351 | ||
Sale of common stock, net of transaction costs | $ 6 | 6,632 | 6,638 | |
Sale of common stock, net of transaction costs, shares | 5,212 | |||
Net loss | (48,169) | (48,169) | ||
Balance at Dec. 31, 2019 | $ 36 | $ 260,932 | $ (235,260) | $ 25,708 |
Balance, shares at Dec. 31, 2019 | 35,150 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | ||
Net loss | $ (48,169) | $ (49,048) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 98 | 50 |
Amortization of right of use assets | 156 | |
Stock-based compensation | 351 | 562 |
Interest expense, net | 58 | |
Loss on impairment goodwill | 46,103 | |
Loss on impairment of in process research and development | 53,905 | |
Gain on settlement of mortgage note receivable | (106) | |
Loss on disposal of property and equipment | 60 | |
Payments on operating lease liabilities | (133) | |
Change in fair value of derivative liabilities | (256) | (306) |
Gain on mortgage note receivable | (106) | |
Deferred income tax benefit | (13,582) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (644) | |
Prepaid expenses and other current assets | 22 | (86) |
Deposits | (10) | (9) |
Accounts payable and accrued expenses | 919 | 240 |
Deferred rent | (28) | |
Net cash used in operating activities | (1,563) | (8,290) |
Investing activities: | ||
Purchases of property and equipment | (145) | (28) |
Proceeds from settlement of mortgage note receivable | 1,400 | |
Net cash (used in) provided by investing activities | (145) | 1,372 |
Financing activities: | ||
Payments of finance lease obligations | (214) | (19) |
Proceeds from sale of common stock, net of transaction costs | 6,638 | 7,684 |
Proceeds from issuance of convertible notes | 1,000 | |
Proceeds from exercise of stock options | 228 | |
Net cash provided by financing activities | 6,424 | 8,893 |
Net increase in cash and restricted cash | 4,716 | 1,975 |
Cash and restricted cash at beginning of period | 2,752 | 777 |
Cash and restricted cash at end of period | 7,468 | 2,752 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Purchases of property and equipment under capital leases | 347 | |
Recognition of operating lease right-of-use assets and operating lease liabilities upon adoption of ASC Topic 842, Leases | 833 | |
Issuance of commons stock upon conversion of notes payable | $ 2,062 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Cocrystal Pharma, Inc. (“we”, the “Company” or “Cocrystal”), a biopharmaceutical company, has been developing novel technologies and approaches to create first-in-class and best-in-class antiviral drug candidates since its initial funding in 2008. Our focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases in humans. By concentrating our research and development efforts on viral replication inhibitors, we plan to leverage our infrastructure and expertise in these areas. The Company was formerly incorporated in Nevada under the name Biozone Pharmaceuticals, Inc. (“Biozone”). On January 2, 2014, Biozone Pharmaceuticals, Inc. sold substantially all of its assets to MusclePharm Corporation (“MusclePharm”), and, on the same day, merged with Cocrystal Discovery, Inc. in a transaction accounted for as a reverse merger. Following the merger, the Company assumed Cocrystal Discovery, Inc.’s business plan and operations. On March 18, 2014, the Company reincorporated in Delaware under the name Cocrystal Pharma, Inc. Effective November 25, 2014, Cocrystal Pharma, Inc. and affiliated entities completed a series of merger transactions as a result of which Cocrystal Pharma, Inc. merged with RFS Pharma, LLC, a Georgia limited liability company (“RFS Pharma”). We refer to the surviving entity of this merger as “Cocrystal” or the “Company.” On January 18, 2018, the Company’s Board of Directors (the “Board”) filed an amendment (the “Amendment”) with the Delaware Secretary of State to affect a one-for-thirty reverse split (the “Reverse Stock Split”) of the Company’s class of common stock. The Amendment took effect on January 24, 2018. The Reverse Stock Split did not change the authorized number of shares of common stock. Pursuant to the terms of the Company’s then outstanding convertible notes (see Note 8 – Convertible Notes Payable), its options and warrants have been proportionately adjusted to reflect the Reverse Stock Split. A proportionate adjustment was made to the per share exercise price, number of shares issued, and shares reserved for issuance under all of the Company’s equity compensation plans. All per share amounts and number of shares in the consolidated financial statements and related notes presented have been retroactively restated to reflect the Reverse Stock Split. The Company’s activities since inception have principally consisted of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs, obtaining regulatory approvals of its products and, ultimately, the attainment of profitable operations is dependent on future events, including, among other things, its ability to access potential markets, secure financing, develop a customer base, attract, retain and motivate qualified personnel, and develop strategic alliances. Through December 31, 2018, the Company has primarily funded its operations through equity offerings. The Company has no pharmaceutical products approved for sale, has not generated any revenues to date from pharmaceutical product sales, and has incurred significant operating losses since inception. The Company has never been profitable and has incurred losses from operations of $48,406,000 and $62,924,000 in the years ended December 31, 2019 and 2018, respectively. In July 2018, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), Barrington Research Associates, Inc. (“Barrington”), and Alliance Global Partners (“AGP” and together the “Sales Agents”), pursuant to which, and at the Company’s sole discretion, may issue and sell over time, and from time to time, to or through the Sales Agents, up to $10,000,000 worth of shares of the Company’s common stock. On December 14, 2018, Ladenburg terminated its engagement as a sales agent under the Distribution Agreement. As of December 31, 2018, we had not sold any shares of common stock under the Distribution Agreement. On March 20, 2019, the Company by written notice suspended at-the-market sales of its common stock pursuant to the Distribution Agreement. The Company also terminated the agreement with Barrington effective March 21, 2019. The Distribution Agreement remains in place with respect to AGP, subject to the suspension of sales discussed above until further notice is provided by the Company to AGP. On October 30, 2019, the Company and AGP amended and restated its Distribution Agreement to reduce the amount to be raised under the Agreement from $10,000,000 to $6,000,000 (inclusive of the $351,576 which has been raised to date). On January 29, 2020, the Company and AGP amended and restated its Distribution Agreement to reduce the amount to be raised under the Agreement from $6,000,000 to $551,576 (inclusive of the $351,576 which has been raised to date). During the year ended December 31, 2019, the Company received an upfront non-refundable payment of $4,000,000 and employees and research expense reimbursements of approximately $2,400,000, and anticipates future payments for employees and research expense reimbursements over the term of our collaboration with Merck Sharp & Dohme Corp. (“Merck”), which became effective January 2, 2019 (refer to Note 11, Licenses and Collaborations). Subsequent to December 31, 2019, the Company sold 16,990,641 shares of its common stock for net proceeds of $18.2 million Liquidity The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net losses and negative operating cash flows since inception. For the year ended December 31, 2019, the Company recorded a net loss of approximately $48,169,000 and used approximately $1,544,000 of cash in operating activities. At December 31, 2019, the Company had cash and cash equivalents of approximately $7.4 million. During the first three months of 2020 we raised approximately $20.0 million, net $18.3 million after deducting placement agent fees and offering expenses. We believe that our current resources will be sufficient to fund our operations for the foreseeable future. This estimate is based, in part, upon our currently projected expenditures for 2020 and 2021. The Company will need to continue obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that the additional capital it is able to raise, if any, will be sufficient to meet its needs, or that any such financing will be obtainable on acceptable terms. If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail its drug development activities. The Company expects to continue incurring substantial operating losses and negative cash flows from operations over the next several years during its pre-clinical and clinical development phases. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting of annual financial information. Principles of Consolidation The consolidated financial statements include the accounts of Cocrystal Pharma, Inc. and its wholly owned subsidiaries: RFS Pharma, LLC, Cocrystal Discovery, Inc., Cocrystal Merger Sub, Inc., Baker Cummins Corp. and Biozone Laboratories, Inc. Intercompany transactions and balances have been eliminated. Segments The Company operates in only one segment. Management uses cash flows as the primary measure to manage its business and does not segment its business for internal reporting or decision-making. Use of Estimates Preparation of the Company’s consolidated financial statements in conformance with U.S. GAAP requires the Company’s management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The significant estimates in the Company’s consolidated financial statements relate to the valuation of equity awards and derivative liabilities, recoverability of deferred tax assets, estimated useful lives of fixed assets, and forecast assumptions used in the valuation of intangible assets and goodwill. The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash deposited in accounts held at two U.S. financial institutions, which may, at times, exceed federally insured limits of $250,000 for each institution accounts are held. At December 31, 2019 and 2018, our primary operating account held approximately $7,418,000 and $2,723,000, respectively, and our collateral account balance was $50,000 at a different institution. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risks thereof. As of December 31, 2019, 100% of our revenue and receivables are from one customer. Risks and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, ability to obtain regulatory approvals, competition from currently available treatments and therapies, competition from larger companies, effective protection of proprietary technology, maintenance of strategic relationships, and dependence on key individuals. Products developed by the Company will require clearances from the U.S. Food and Drug Administration (the “FDA”) and other international regulatory agencies prior to commercial sales in their respective markets. The Company’s products may not receive the necessary clearances and if they are denied clearance, clearance is delayed, or the Company is unable to maintain clearance, the Company’s business could be materially, adversely impacted. Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents, and the Company held no cash equivalents as of December 31, 2019 and 2018. The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2019 December 31, 2018 Cash $ 7,418 $ 2,723 Restricted cash 50 29 Total cash and restricted cash shown in the statements of cash flows $ 7,468 $ 2,752 Restricted cash represents amounts pledged as collateral for financing arrangements that are currently limited to the issuance of business credit cards. The restriction will end upon the conclusion of these financing arrangements. Property and Equipment Property and equipment, which consists of lab equipment (including lab equipment under capital lease), computer equipment, and office equipment, is recorded at cost and depreciated over the estimated useful lives of the underlying assets (three to five years) using the straight-line method. Leases Prior to January 1, 2019, the Company accounted for leases under Accounting Standards Codification (“ASC”) 840, Accounting for Leases. Effective from January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of operating lease right-of-use assets and lease liabilities of approximately $833,000 and did not result in a cumulative-effect adjustment to accumulated deficit. Fair Value Measurements FASB Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The Company categorizes its cash and restricted cash as Level 1 fair value measurements. The Company categorizes its warrants potentially settleable in cash as Level 3 fair value measurements. The warrants potentially settleable in cash are measured at fair value on a recurring basis and are being marked to fair value at each reporting date until they are completely settled or meet the requirements to be accounted for as component of stockholders’ equity. The warrants are valued using the Black-Scholes option pricing model as discussed in Note 10 – Warrants. At December 31, 2019 and 2018, the carrying amounts of financial assets and liabilities, such as cash, accounts receivable, other assets, and accounts payable and accrued expenses approximate their fair values due to their short-term nature. The carrying values of notes payable approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. The Company has not transferred any financial instruments into or out of Level 3 classification during the years ended December 31, 2019 and 2018. A reconciliation of the beginning and ending Level 3 liabilities for is as follows (in thousands): Fair Value Measurements Using 2019 2018 Balance, January 1, $ 263 $ 569 Change in fair value of warrants potentially settleable in cash (Note 10) (256 ) (306 ) Balance at December 31, $ 7 $ 263 Goodwill and In-Process Research and Development We account for business combinations using the acquisition method, recording the acquisition-date fair value of total consideration over the acquisition-date fair value of net assets acquired as goodwill. Acquisition-related costs, including banking, legal, accounting, valuation, and other similar costs, are expensed in the periods in which the costs are incurred and included in loss from operations in the consolidated financial statements. The results of operations of the acquired business are included in the consolidated financial statements from the acquisition date. In November 2014, goodwill and intangible assets for in-process research and development were recorded in connection with the acquisition of RFS Pharma, and have represented a series of awarded patents, filed patent applications and an in-process research program acquired related to Hepatitis C compound development. We evaluate indefinite-lived intangible assets and goodwill for impairment annually, as of November 30, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, we may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the indefinite-lived intangible asset or the reporting unit (for goodwill) is less than its carrying value, we then would proceed with the quantitative impairment test to compare the fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value. Beginning January 1, 2019, the Company early adopted ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The standard eliminates the second step in the goodwill impairment test which requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity should recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. Such early adoption did not have a material effect on the Company’s financial statements and related disclosures. Fair value is typically estimated using an income approach based on the present value of future discounted cash flows. The significant estimates in the discounted cash flow model primarily include the discount rate, and rates of future revenue and expense growth and/or profitability of the acquired assets. In performing the impairment test, the Company considered, among other factors, the Company’s intention for future use of acquired assets, analyses of historical financial performance and estimates of future performance of Cocrystal’s product candidates. In-process research and development assets are accounted for as indefinite-lived intangible assets and maintained on the balance sheet until either the underlying project is completed, or the asset becomes impaired. If the project is completed, the carrying value of the related intangible assets are amortized to cost of sales over the remaining estimated life of the asset(s), beginning in the period in which the project is completed. If the intangible asset becomes impaired or the related project is abandoned, the carrying value of the underlying intangible asset is written down to its fair value and an impairment charge is recorded in the period in which the impairment occurs and included in operating expenses under research and development within the relative consolidated statement of operations. As of December 31, 2017, the Company had recorded Goodwill of $65,195,000 and In Process Research and Development costs of 53,905,000. The Company has a lead compound, CC-31244, for its Hepatitis C program, which was created at the Company’s labs in Bothell, Washington, and not part of the acquisition from RFS Pharma. In 2016, the Company initiated and completed a Phase 1A trial with compound CC-31244, and began a Phase 1B trial with CC-31244 that was completed in 2017. In 2018, the Company began a Phase 2A clinical trial with CC-31244 and released interim results in January 2019. In late 2018, the Company concluded that given the success of CC-31244 in clinical trials, the Hepatitis C program would move forward solely with CC-31244 without any of the compounds acquired from RFS Pharma. As part of this decision, the Company abandoned all remaining in process research and development intangible assets recognized by the Company and thereafter, terminated its license with Emory University on December 6, 2018 (see Note 11 – Licenses and Collaborations). This resulted in a $53,905,000 impairment in 2018. At December 31, 2018, the Company had goodwill of $65,195,000. The Company completed its annual impairment test in November 2019, and at that time determined the fair value of its reporting unit, under both the Company’s Nasdaq market capitalization and an income approach analysis; both methods did not exceed the carrying value as of December 31, 2019; therefore, management considered goodwill to be impaired. This resulted in a $46,103,000 impairment in 2019. Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount over the asset’s fair value. Mortgage Note Receivable The Company records its mortgage note receivable at the amount advanced to the borrower, which includes the stated principal amount and certain loan origination and commitment fees that are recognized over the term of the mortgage note. Interest income is accrued as earned over the term of the mortgage note. The Company evaluates the collectability of both interest and principal of the note to determine whether it is impaired. The note is considered impaired if, based on current information and events, the Company determines that it is probable that it would be unable to collect all amounts due according to the existing contractual terms. Upon determination that the note is impaired, the amount of loss is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the note’s effective interest rate or to the fair value of the Company’s interest in the underlying collateral, less the cost to sell. As discussed in Note 4, the Company’s mortgage note receivable was collected in full during 2018. Research and Development Expenses All research and development costs are expensed as incurred. Revenue Recognition The Company recognizes revenue from research and development arrangements. In accordance with Accounting Standards Codification (“ASC”) Topic 606– Revenue from Contracts with Customers In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 On January 2, 2019, the Company entered into an Exclusive License and Research Collaboration Agreement (the “Collaboration Agreement”) with Merck Sharp & Dohme Corp. (“Merck”) to discover and develop certain proprietary influenza A/B antiviral agents. Under the terms of the Collaboration Agreement, Merck will fund research and development for the program, including clinical development, and will be responsible for worldwide commercialization of any products derived from the collaboration. During the year ended December 31, 2019 the Company recognized revenue of $4,368,000 as consideration in exchange for conveyance of intellectual property rights at the signing of the agreement, $1,838,000 for research and development activities related to its influenza A/B program and $358,000 for program expense reimbursements. The Company recognized revenue for the year ended December 31, 2019 and 2018 were $6,564,000 and $0, respectively. As of December 31, 2019, accounts receivable of $644,000 was due from Merck. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties related to income taxes as part of its income tax expense. Stock-Based Compensation The Company recognizes compensation expense using a fair value-based method for costs related to stock-based payments, including stock options. The fair value of options awarded to employees is measured on the date of grant using the Black-Scholes option pricing model and is recognized as expense over the requisite service period on a straight-line basis. Use of the Black-Scholes option pricing model requires the input of subjective assumptions including expected volatility, expected term, and a risk-free interest rate. The Company estimates volatility using a blend of its own historical stock price volatility as well as that of market comparable entities since the Company’s common stock has limited trading history and limited observable volatility of its own. The expected term of the options is estimated by using the Securities and Exchange Commission Staff Bulletin No. 107’s Simplified Method for Estimate Expected Term Convertible Notes Payable The Company accounts for convertible notes payable (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20, Debt with Conversion and Other Options Common Stock Purchase Warrants and Other Derivative Financial Instruments We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40, Contracts in Entity’s Own Equity Recent Accounting Pronouncements The following are new FASB Accounting Standards Updates that have not been adopted by the Company as of December 31, 2019, and contain detail regarding the effective dates: In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment as of December 31, consists of the following (in thousands): 2019 2018 Lab equipment (excluding equipment under finance leases) $ 1,073 $ 945 Finance lease right-of-use lab equipment obtained in exchange for finance lease liabilities 347 347 Computer and office equipment 92 75 Total property and equipment 1,512 1,367 Less accumulated depreciation (1,081 ) (983 ) Property and equipment, net $ 431 $ 384 Depreciation expense was $98,000 and $50,000 for the years ended December 31, 2019 and 2018, respectively. |
Mortgage Note Receivable
Mortgage Note Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Mortgage Note Receivable | 4. Mortgage Note Receivable In June 2014, the Company acquired a mortgage note from a bank for approximately $2,626,000 which was collateralized by, among other things, the underlying real estate and related improvements. The property subject to the mortgage was owned by an entity managed by Daniel Fisher, one of the founders of Biozone, the property was also under lease to MusclePharm. The mortgage note had an original maturity date of August 1, 2032 and bore an interest rate of 7.24%. Shortly thereafter in 2014, Daniel Fisher and his affiliate, 580 Garcia Properties LLC (the primary obligor of the note), brought multiple lawsuits against the Company involving its predecessors and subsidiaries. The lawsuits were later settled and the complaints dismissed, without the Company making any payments to either Mr. Fisher or 580 Garcia Properties LLC. At the time of the note’s acquisition, 580 Garcia Properties LLC was delinquent in its obligation to make monthly payments. In December 2015, the Company proceeded in accordance with rights of a secured real estate creditor under California law, to initiate private foreclosure proceedings. During 2017, the court enjoined the Company from proceeding with the foreclosure sale pending further developments in the litigation. In February 2018, the Company, Daniel Fisher, and 580 Garcia Properties LLC resolved all outstanding claims and disputes. As part of this settlement, the Company received a payment of $1,400,000 in exchange for the release of the mortgage note and deed of trust, resulting in a net gain of $106,000 for disposal of the mortgage note receivable reflected in the consolidated statement of operations for the year ended December 31, 2019. |
Goodwill and In-Process Researc
Goodwill and In-Process Research and Development | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and In-Process Research and Development | 5. Goodwill and In-Process Research and Development A reconciliation of the beginning and ending goodwill for the years ended December 31, 2019 and 2018 is as follows (in thousands): 2019 2018 Balance, January 1, $ 65,195 $ 65,195 Impairment charges 46,103 - Balance at December 31, $ 19,092 $ 65,195 At December 31, 2018, the Company had goodwill of 65,195,000. On November 30, 2019 the Company performed its annual impairment test and determined the fair value of its reporting unit, measured by the Company’s Nasdaq market capitalization and an income approach analysis, exceeded the carrying value by $46,103; therefore, management considered goodwill to be impaired. A reconciliation of the beginning and ending in-process research and development intangible assets for the years ended December 31, 2019 and 2018 is as follows (in thousands): 2019 2018 Balance, January 1, $ - $ 53,905 Impairment charges - (53,905 ) Balance at December 31, $ - $ - |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 6. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following as of December 31, (in thousands): 2019 2018 Accounts payable $ 1,511 $ 616 Accrued compensation 83 78 Accrued other expenses 405 386 Total accounts payable and accrued expenses $ 1,999 $ 1,080 Accounts payable and accrued other expenses contain unpaid general and administrative expenses and costs related to research and development that have been billed and estimated unbilled, respectively, as of year-end. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Stock | 7. Common Stock As of December 31, 2019, the Company has authorized 100,000,000 shares of common stock, $0.001 par value per share. The Company had 35,150,000 and 29,938,363 shares issued and outstanding as of December 31, 2019 and 2018, respectively. The holders of common stock are entitled to one vote for each share of common stock held. On January 18, 2018, the Board of Directors of the Company filed an amendment (the “Amendment”) with the Delaware Secretary of State to effect a one-for-thirty reverse split of the Company’s common stock. The Amendment took effect on January 24, 2018. No fractional shares were issued or distributed as a result of the Amendment. There was no change in the par value of our common stock. In May 2018, the Company closed a public offering of 4,435,000 shares of its common stock for net proceeds after transaction costs of approximately $7,684,000 at $1.90 per share, and issued the underwriter a warrant to purchase 84,211 shares of common stock at $2.09 per share over a four-year period beginning October 27, 2018. On August 6, 2018, the Company held its 2018 Annual Meeting of Shareholders and voted to reduce the number of shares of common stock, $0.001 par value per share, authorized from 800,000,000 to 100,000,000 shares. In January, March and November 2019, the Company closed a series of placements of its common stock resulting in the sale of 5,211,695 shares of its common stock for net proceeds after transaction costs of approximately $6,638,422 In July 2018, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), Barrington Research Associates, Inc. (“Barrington”), and Alliance Global Partners (“AGP” and together the “Sales Agents”), pursuant to which, and at the Company’s sole discretion, may issue and sell over time, and from time to time, to or through the Sales Agents, up to $10,000,000 worth of shares of the Company’s common stock. On December 14, 2018, Ladenburg terminated its engagement as a sales agent under the Distribution Agreement. As of December 31, 2018, we had not sold any shares of common stock under the Distribution Agreement. In March 20, 2019, the Company by written notice suspended at-the-market sales of its common stock pursuant to the Distribution Agreement, dated July 19, 2018 by and among the Company, Ladenburg, Barrington, and AGP. The Company also terminated the engagement of Barrington as a sales agent under the Distribution Agreement effective March 21, 2019. The Distribution Agreement remains in place with respect to AGP, subject to the suspension of sales discussed above until further notice is provided by the Company to AGP. In January 2019, we sold 80,000 shares of common stock under the Distribution Agreement and received net proceeds of approximately $344,000 which amount was included in the proceeds discussed above. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 8. Convertible Notes Payable On November 24, 2017 and January 31, 2018, the Company entered into securities purchase agreements with two investors, including the Company’s former Chairman of the Board, pursuant to which the company sold an aggregate principal of $1,000,000, and OPKO Health Inc., a related party, (collectively, the “Purchasers”), pursuant to which the Company sold an additional $1,000,000, of its 8% convertible notes (collectively, “Convertible Notes”) due on November 24, 2019 and January 31, 2020, respectively. On May 21, 2018, the Company issued a total of 1,085,105 shares of common stock upon conversion of all outstanding 8% convertible notes. The Convertible Notes, with accrued interest, were convertible into common stock for $8.10 per share at the option of the Purchasers. In the event the Company completed a financing in which the Company received at least $10,000,000 in gross proceeds and issued common stock or common stock equivalents to the investor (a “Financing”) or there is a change of control of the Company (or sale of substantially all of the Company’s assets), the outstanding principal amount of the Convertible Notes would automatically convert. Upon the closing of a Financing, the conversion price of the Convertible Notes shall be the lesser of (i) $8.10 per share or (ii) the price per share of the securities sold in the Financing. The Company evaluated the embedded conversion features within the Convertible Notes under ASC 815-15 and ASC 815-40 to determine if they required bifurcation as a derivative instrument. The Company determined the embedded conversion features do not meet the definition of a derivative liability, and therefore, do not require bifurcation from the host instrument. In addition, the down-round provision under which the conversion price could be affected by future equity offerings, qualified for a scope exception from derivative accounting with the Company’s early adoption of ASU 2017-11, Simplifying Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity Debt with Conversion and Other Options. In May 2018, the Company completed a financing and issued a total of 4,435,527 shares of common stock at $1.90 per share, for net proceeds $7,680,000. Although the financing amount did not contractually effectuate the conversion feature of the Convertible Notes’ securities purchase agreements, the Company allowed Purchasers to convert the Convertible Notes to common stock at the $1.90 per share price of the May 2018 financing. All outstanding 8% convertible notes were converted to shares of common stock in May 2018 at the aggregate amount of the principal and accrued interest of approximately $2,062,000 as of the date of conversion, for a total of 1,085,105 common shares issued. The conversion was approved by disinterested members of the Company’s Board of Directors. |
Stock Based Awards
Stock Based Awards | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Awards | 9. Stock Based Awards Equity Incentive Plans The Company adopted an equity incentive plan in 2007 (the “2007 Plan”) under which 1,786,635 shares of common stock have been reserved for issuance to employees and nonemployee directors and consultants of the Company. Recipients of incentive stock options granted under the 2007 Plan shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the fair market value of such stock on the date of grant. The maximum term of options granted under the 2007 Plan is ten years. The options generally vest 25% after one year, with the remaining balance vesting monthly over the following three years. As of December 31, 2019, 189,894 options remain available for future grant under this plan. The Company adopted a second equity incentive plan in 2015 (the “2015 Plan”) under which 1,666,667 shares of common stock have been reserved for issuance to employees, and nonemployee directors and consultants of the Company. Recipients of incentive stock options granted under the 2015 Plan shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of options granted under the 2015 Plan is ten years. The options generally vest 25% after one year, with the remaining balance vesting monthly over the following three years. As of December 31, 2019, 683,333 options remain available for future grant under the 2015 Plan. The following table summarizes stock option transactions for the 2007 Plan and 2015 Plan, collectively, for the year ended December 31, 2019 and 2018 (in thousands, except per amounts): Number of Total Weighted Aggregate Balance at December 31, 2017 1,656 711 8.39 1,640 Exercised - (143 ) 1.69 - Granted (925 ) 925 1.78 - Cancelled 142 (142 ) 3.92 - Balance at December 31, 2018 873 1,351 $ 5.73 $ 788 Exercised - - - - Authorized 2,295 - - - Cancelled 420 (420 ) 7.04 - Balance at December 31, 2019 3,588 931 $ 4.14 $ - The Company did not grant any stock options during the year ended December 31, 2019. The 925,000 options granted during the year ended December 31, 2018 had a grant date fair value of approximately $1,949,000. The Black-Scholes option pricing model includes the following weighted average assumptions for grants made during the year ended December 31, 2018: Assumptions: Weighted average per share grant date fair value $ 2.11 Risk-free interest rate 2.99 % Expected dividend yield 0.00 % Expected volatility 90.00 % Expected terms (in years) 6.1 The Company accounts for share-based awards to employees and nonemployees directors and consultants in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting As of December 31, 2019, there was $1,179,000 of total unrecognized compensation expense related to non-vested stock options that is expected to be recognized over a weighted average period of 1.5 years. For options granted and outstanding, there were 930,708 options outstanding which were fully vested or expected to vest, with an aggregate intrinsic value of $0.00, a weighted average exercise price of $4.14, and weighted average remaining contractual term of 8 years at December 31, 2019. For vested and exercisable options, outstanding shares totaled 370,395, with an aggregate intrinsic value of $0.00. These options had a weighted-average exercise price of $6.20 per share and a weighted-average remaining contractual term of 7 years at December 31, 2019. The aggregate intrinsic value of outstanding and exercisable options at December 31, 2019 was calculated based on the closing price of the Company’s common stock as reported on the Nasdaq Capital Market on December 31, 2019 of approximately $0.50 per share less the exercise price of the options. The aggregate intrinsic value is calculated based on the positive difference between the closing fair market value of the Company’s common stock and the exercise price of the underlying options. Common Stock Reserved for Future Issuance The following table presents information concerning common stock available for future issuance as of December 31, (in thousands): 2019 2018 Stock options issued and outstanding 931 1,351 Shares authorized for future option grants 3,588 873 Convertible notes - - Warrants outstanding 243 243 Total 4,762 2,467 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 10. Warrants The following is a summary of activity in the number of warrants outstanding to purchase the Company’s common stock for the years ended December 31, 2019 and 2018 (in thousands): Warrants Accounted for as: Warrants Accounted for as: May 2018 April 2013 October 2013 January 2014 Total Outstanding, December 31, 2017 - 50 26 133 209 Exercised - - - - - Granted 84 - - - 84 Expired - (50 ) - - (50 ) Outstanding, December 31, 2018 84 - 26 133 243 Exercised - - - - - Granted - - - - - Expired - - - - - Outstanding, December 31, 2019 84 - 26 133 243 Expiration date October 27, 2022 October 24, 2023 January 16, 2024 Warrants consist of equity-classified warrants and warrants with the potential to be settled in cash, which are liability-classified warrants. As of December 31, 2019 and 2018, 159,000 warrants are accounted for as liabilities and 84,000 warrants are accounted for as equity. Warrants Classified as Equity Equity-classified warrants consist of stand-alone warrants with rights to buy shares of the Company at a pre-designated price on or before the date of expiration, irrespective of the market price. These purchase warrants are not attached to any debt or equity instruments, thus considered freestanding, and there are no circumstances under ASC 815 that require the warrants to be classified as liabilities or as derivatives. Thus, our May 2018 warrants will be classified as equity, and their value will be carried in the additional paid-in capital account in the stockholders’ equity section of the balance sheet. These warrants were granted to the underwriters and investment brokers for services provided related to the Company’s May 2018 equity financing, and collectively grant the right to buy 84,211 shares of our stock at $2.09 per share for up to four years until expiration from the commencement date of October 27, 2018. Warrants Classified as Liabilities Liability-classified warrants consist of warrants issued by Biozone in connection with equity financings in October 2013 and January 2014, which were assumed by the Company in connection with its merger with Biozone in January 2014. Warrants accounted for as liabilities have the potential to be settled in cash or are not indexed to the Company’s own stock. The estimated fair value of outstanding warrants accounted for as liabilities is determined at each balance sheet date. Any decrease or increase in the estimated fair value of the warrant liability since the most recent balance sheet date is recorded in the consolidated statement of operations as changes in fair value of derivative liabilities. The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2019: October 2013 January 2014 Strike price $ 15.00 $ 15.00 Expected dividend yield 0.00 % 0.00 % Expected term (years) 3.8 4.0 Cumulative volatility 89.59 % 90.58 % Risk-free rate 1.67 % 1.68 % The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2018: October 2013 January 2014 Strike price $ 15.00 $ 15.00 Expected dividend yield 0.00 % 0.00 % Expected term (years) 4.8 5.0 Cumulative volatility 89.64 % 89.76 % Risk-free rate 2.59 % 2.60 % The Company estimates volatility using a blend of its own historical stock price volatility as well as that of market comparable entities since the Company’s common stock has limited trading history and limited observable volatility of its own. The expected life assumption is based on the remaining contractual terms of the warrants. The risk-free rate is based on the zero coupon rates in effect at the balance sheet date. The dividend yield used in the pricing model is zero, because the Company has no present intention to pay cash dividends. |
Licenses and Collaborations
Licenses and Collaborations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Licenses and Collaborations | 11. Licenses and Collaborations Merck Sharp & Dohme Corp. On January 2, 2019, the Company entered into an Exclusive License and Research Collaboration Agreement (the “Collaboration Agreement”) with Merck Sharp & Dohme Corp. (“Merck”) to discover and develop certain proprietary influenza A/B antiviral agents. Under the terms of the Collaboration Agreement, Merck will fund research and development for the program, including clinical development, and will be responsible for worldwide commercialization of any products derived from the collaboration. Cocrystal received an upfront payment of $4 million and is eligible to receive payments related to designated development, regulatory and sales milestones with the potential to earn up to $156,000,000, as well as royalties on product sales. Merck can terminate the Collaboration Agreement at any time prior to the first commercial sale of the first product developed under the Collaboration Agreement, in its sole discretion, without cause. The Company continues working with Merck under this Collaboration Agreement. During the year ended December 31, 2019 the Company recognized revenue of $4,368,000 as consideration in exchange for conveyance of intellectual property rights at the signing of the agreement, $1,838,000 for research and development activities related to its influenza A/B program and $358,000 for program expense reimbursements. The company recognized revenue for the year ended December 31, 2019 and 2018 were $6,564,000 and $0, respectively. As of December 31, 2019, accounts receivable of $644,000 was due from Merck. Kansas State University Research Foundation On February 18, 2020, Cocrystal Pharma, Inc. (the “Company”) entered into a License Agreement (the “Agreement”) with Kansas State University Research Foundation (the “Foundation”) effective February 12, 2020. Pursuant to the terms of the Agreement, the Foundation granted the Company an exclusive for human use a royalty bearing license to practice under certain patent rights, including a patent and a patent application covering antiviral compounds against coronaviruses and norovirus, and related know-how, to make and sell therapeutic, diagnostic and prophylactic products. The Company agreed to pay the Foundation a one-time non-refundable license initiation fee in the amount of $80,000 and an annual license maintenance fee in the amount of $20,000 per year, and agreed to reimburse the Foundation for third party expenses associated with the filing, prosecution and maintenance of the patent rights in question. The Company also agreed to make certain future milestone payments up to $3.1 million, dependent upon the progress of clinical trials, regulatory approvals, and initiation of commercial sales in the United States and certain countries outside the United States. The Agreement will remain in effect until the expiration of the patent rights covered by the Agreement, unless earlier terminated pursuant to customary terms. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 12. Net Loss per Share The Company accounts for and discloses net loss per common share in accordance with FASB ASC Topic 260, Earnings Per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share amounts): 2019 2018 Numerator: Net loss attributable to common stockholders $ (48,169 ) $ (49,048 ) Denominator: Weighted average number of shares outstanding used to compute net loss per share: Basic and diluted 31,859 28,009 Net loss per share, basic and diluted $ (1.51 ) $ (1.75 ) The following table sets forth the number of potential common shares excluded from the calculations of net loss per diluted share because their inclusion would be anti-dilutive (in thousands): 2019 2018 Options to purchase common stock 930 1,351 Convertible notes - - Warrants to purchase common stock 243 243 Total 1,173 1,594 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes In accordance with the authoritative guidance for income taxes under ASC 740, a deferred tax asset or liability is determined based on the difference between the financial statement and the tax basis of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. The Company recognizes the impact of a tax position in the consolidated financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. The Company’s practice is to recognize interest and/or penalties related to income tax matters as income tax expense. The Company is subject to taxation and files income tax returns in the United States and various state jurisdictions. All tax years from inception to date are subject to examination by the U.S. and state tax authorities due to the carry-forward of unutilized net operating losses and research and development credits. Currently, no years are under examination. A reconciliation of income tax expense (benefit) for the years ended December 31, 2019 and 2018 is as follows (in thousands): 2019 2018 Current: Federal $ - $ - State - - Total current income tax expense - - Deferred: Federal - (10,347 ) State - (3,235 ) Total deferred income tax benefit - (13,582 ) Total income tax benefit $ - $ (13,582 ) Significant components of the Company’s deferred income taxes at December 31, 2019 and 2018 are shown below (in thousands): 2019 2018 Deferred tax assets: Net operating loss carryforwards (i)(ii) $ 15,406 $ 16,849 Compensation 762 819 Research and development tax credits (iii) 1,996 2,023 Property and equipment (9 ) 4 Other 121 84 Total deferred tax assets, gross 18,425 19,779 Deferred tax liabilities: Acquired in-process research and development - - Total deferred taxes, net 18,425 19,779 Valuation allowance (18,425 ) (19,779 ) Deferred tax liability, net $ - $ - Balances of deferred tax assets as of December 31, 2019 and 2018, include the following, respectively: (i) California net operating loss carryforwards of $0 and $1,190,000, (ii) Georgia net operating loss carry forwards of $0 and $543,000, (iii) California research and development tax credits of $0 and $203,000. (iv) Florida net operating loss carryforwards of $35,000 and $28,000. The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that deferred tax assets will be realizable, the valuation allowance will be reduced. At December 31, 2019, the Company has federal and state net operating losses, or NOL, carryforwards of approximately $72,100,000 and $1,000,000, respectively. The federal and Florida loss generated after 2017 of $10,500,000 and $1,000,000, respectively, will carryforward indefinitely and be available to offset up to 80% of future taxable income each year. The federal NOL carryforwards begin to expire in 2026. At December 31, 2019, the Company had federal and state capital loss carryforwards of approximately $2,000,000 that expire in 2028. At December 31, 2019, the Company had federal and state capital loss carryforwards of approximately $1,070,000 that expire in 2023. The above NOL carryforward and the3 research tax credit carryforward may be subject to an annual limitation under the Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes, which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an IRC Section 382/382 analysis. If a change in ownership were to have occurred, NOL and tax credits carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: 2019 2018 Statutory federal income tax rate 21.0 % 21.0 % Goodwill impairment (20.1 )% 0.0 % Change in valuation allowance 3.1 % (3.1) % Other tax, credit and adjustments (4.0 )% (3.8 )% Effective income tax rate 0.0 % 21.7 % In December 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted. The 2017 Tax Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate income tax rate from 35 percent to 21 percent for tax years beginning after December 31, 2017. The 2017 Tax Act also provides for the acceleration of depreciation for certain assets placed in service after September 27, 2017, as well as prospective changes beginning in 2018, including additional limitations on executive compensation, on the deductibility of interest, and on capitalization of research and development expenditures. In December 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the income tax effects of the 2017 Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the 2017 Tax Act enactment date for companies to complete the accounting relating to the 2017 Tax Act under Accounting Standards Codification Topic 740, Income Taxes |
Lease Commitment
Lease Commitment | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease Commitment | 14. Lease Commitment The Company leases office space in Miami, Florida and laboratory space in Bothell, Washington under operating leases that expire on August 31, 2021 and January 31, 2024, respectively. The lease for our Miami office is with a related party (see below). Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Prior to January 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective January 1, 2019, the Company adopted the guidance of ASC 842, Leases (“ASC 842”), which requires an entity to recognize a right-of-use asset and a lease liability for certain leases. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 842 on January 1, 2019, resulted in the recognition of operating lease right-of-use assets of $833,000 and corresponding lease liabilities of approximately the same amount. There was no cumulative-effect adjustment to accumulated deficit. As of December 31, 2019, the unamortized right of use asset was $677,000 and total lease liabilities were $700,000, of which $177,000 was current. The components of rent expense and supplemental cash flow information related to leases for the period are as follows (in thousands): Year Ended Lease Cost Operating lease cost (included in operating expenses in the Company’s consolidated statement of operations) $ 214 Other Information Cash paid for amounts included in the measurement of lease liabilities $ 211 Weighted average remaining lease term – operating leases (in years) 3.8 Average discount rate – operating leases 8 % The supplemental balance sheet information related to leases for the period is as follows (in thousands): At December 31, 2019 Operating leases Long-term right-of-use assets of which $40 relates to related party, net of amortization of $156 $ 677 Short-term operating lease liabilities, of which $59 relates to related party 177 Long-term operating lease liabilities, of which $40 relates to related party 523 Total operating lease liabilities $ 700 Year ending December 31, (in thousands) 2019 $ - 2020 226 2021 213 2022 178 2023 and thereafter 198 Total minimum operating lease payments $ 815 Less: present value discount (115 ) Total operating lease liabilities 700 The minimum lease payments above do not include common area maintenance (CAM) charges, which are contractual obligations under the Company’s Bothell, Washington lease, but are not fixed and can fluctuate from year to year. CAM charges for the Bothell, Washington facility are calculated and billed based on total common expenses for the building incurred by the lessor and apportioned to tenants based on square footage. In 2019 and 2018, approximately $80,000 and $71,000 of CAM charges for the Bothell, Washington lease were included in operating expenses in the consolidated statements of operations, respectively. On September 1, 2018, the Company entered into a lease agreement with a limited liability company controlled by Dr. Phillip Frost, a director and a principal shareholder of the Company for the lease of its Miami office (see Note 16 – Transactions with Related Parties). The lease term is three years with an optional three-year extension. Monthly lease payments under this lease total $254,000 through September 2021.The minimum lease payments above do not include taxes and fees, which are expected to be approximately $9,000 annually. As of December 31, 2019, the remaining right of use asset relating to this lease was $677,000 and the remaining lease obligation was $700,000. Rent expense, excluding capital leases and CAM charges, for 2019 and 2018 totaled $226,000 and $187,000, respectively. Finance Leases In November 2018, the Company entered into two lease agreements to acquire equipment with 18 monthly payments of $18,000 payable through May 27, 2020 and 36 monthly payments of $1,000 payable through November 21, 2021. The lease agreements have an effective interest rate of 8.01%. Future minimum finance lease payments, by year and in aggregate, are as follows: Year ending December 31, (in thousands) 2019 $ - 2020 103 2021 14 Total minimum capital lease payments $ 121 The leased lab equipment is included under property and equipment and depreciable over five years. Total assets and accumulated depreciation recognized, net, under finance leases was $347,000 and $75,000 as of December 31, 2019, respectively. Total assets and accumulated depreciation recognized, net, under finance leases was $347,000 and $6,000 as of December 31, 2018 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Contingencies From time to time, the Company is a party to, or otherwise involved in, legal proceedings arising in the normal course of business. As of the date of this report, except as described below, the Company is not aware of any proceedings, threatened or pending, against it which, if determined adversely, would have a material effect on its business, results of operations, cash flows or financial position. On September 20, 2018, Anthony Pepe, individually and on behalf of a class, filed with the United States District Court for the District of New Jersey a complaint against the Company, certain current and former executive officers and directors of the Company and the other defendants named therein for violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. The class consists of the persons and entities who purchased the Company’s common stock during the period from September 23, 2013 through September 7, 2018. Pepe also alleges violation of other sections of the Exchange Act by the defendants named in the complaint other than the Company. Pepe seeks damages, pre-judgment and post-judgment interest, reasonable attorneys’ fees, expert fees and other costs. On January 16, 2019, Ms. Susan Church, a stockholder of the Company, filed with the United States District Court for the Western District of Washington a derivative suit against certain current and former executive officers and directors of the Company alleging breach of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the rules governing proxy solicitation. Church seeks, among other things, money damages, disgorgement of profits from alleged wrongful conduct, including cash bonuses, pre-judgment and post-judgment interest, reasonable attorneys’ fees, expert fees and other costs. On September 7, 2018, the SEC filed with the United States District Court for the Southern District of New York a complaint against Dr. Philip Frost, a director and principal stockholder of the Company, a trust Dr. Frost controls and OPKO Health, Inc., a stockholder of the Company, of which Dr. Frost is the Chief Executive Officer, as well as other defendants named therein. On January 10, 2019, the District Court entered final judgments against these defendants on their consent without admitting or denying the allegations set forth in the complaint. Dr. Frost was permanently enjoined from violating a certain anti-fraud provision of the Securities Act of 1933, future violations of Section 13(d) of the Exchange Act and Rule 13d-1(a) thereunder, and participating in penny stock offerings subject to certain exceptions. In November 2017, Lee Pederson, a former Biozone lawyer, filed a lawsuit in Minnesota against co-defendants the Company, Dr. Phillip Frost, OPKO Heath, Inc. and Brian Keller for various allegations. On September 13, 2018, the United States District Court granted the Company and its co-defendants’ motion to dismiss Pederson’s amended complaint. Subsequent to September 30, 2018, Pederson has filed a notice of appeal with the United States Court of Appeals for the Eighth Circuit on October 11, 2018. The Court of Appeals recently affirmed the lower court. While the Company intends to defend itself vigorously from the claims in the aforementioned disputes, it is unable to predict the outcome of these legal proceedings. Any potential loss as a result of these legal proceedings cannot be reasonably estimated. As a result, the Company has not recorded a loss contingency for any of the aforementioned claims. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 16. Transactions with Related Parties In September 2018, the Company leased administrative offices from a limited liability company owned by one of the Company’s directors and principal shareholder, Dr. Phillip Frost. The lease term is three years with an optional three-year extension. On an annualized basis, rent expense, including taxes and fees, for this location would be approximately $62,000. The Company paid a lease deposit of $4,000 and total rent and other expenses paid in connection with this lease was $57,000 and $19,000 for the years ended December 31, 2019 and 2018, respectively. The offices and laboratory space in Tucker, Georgia were leased from a limited liability company owned by one of Cocrystal’s former directors, Dr. Raymond Schinazi and previously leased on a month to month basis. The Company closed its office in Tucker, Georgia, and the last lease payment was made in October 2018. Payments during the year ended December 31, 2018 under this lease were $77,000. As further explained in Note 8 – Convertible Notes Payable, on November 24, 2017, the Company entered into a securities purchase agreement with a company significantly owned by the Company’s former Chairman of the Board, Dr. Schinazi, pursuant to which the Company sold a principal amount of $500,000 of 8% convertible notes due November 24, 2019. On January 31, 2018, the Company entered into a securities purchase agreement with OPKO Health, Inc. (the “Purchaser”), a Company affiliated with Dr. Frost, pursuant to which the Company borrowed $1,000,000 from the Purchaser in exchange for issuing the Purchaser an 8% convertible note due January 31, 2020. All 8% convertible notes, including accrued interest, were converted to common stock shares in May 2018 at $1.90 per share. Dr. Schinazi’s affiliated Company received 273,367 shares for its 8% convertible notes balance of approximately $519,000, and OPKO Health, Inc., affiliated with Dr. Frost, received 538,544 shares for its 8% convertible notes balance of approximately $1,023,000 upon conversion. In the consolidated balance sheets, as of December 31, 2019 there were no amounts due in convertible notes payable to related parties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Kansas State University Research Foundation On February 18, 2020, Cocrystal Pharma, Inc. (the “Company”) entered into a License Agreement (the “Agreement”) with Kansas State University Research Foundation (the “Foundation”) effective February 12, 2020. Pursuant to the terms of the Agreement, the Foundation granted the Company an exclusive for human use a royalty bearing license to practice under certain patent rights, including a patent and a patent application covering antiviral compounds against coronaviruses and norovirus, and related know-how, to make and sell therapeutic, diagnostic and prophylactic products. The Company agreed to pay the Foundation a one-time non-refundable license initiation fee in the amount of $80,000 and an annual license maintenance fee in the amount of $20,000 per year, and agreed to reimburse the Foundation for third party expenses associated with the filing, prosecution and maintenance of the patent rights in question. The Company also agreed to make certain future milestone payments up to $3.1 million, dependent upon the progress of clinical trials, regulatory approvals, and initiation of commercial sales in the United States and certain countries outside the United States. The Agreement will remain in effect until the expiration of the patent rights covered by the Agreement, unless earlier terminated pursuant to customary terms. Common Stock Sales On January 29, 2020, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering, 3,492,063 of the Company’s shares of common stock, par value $0.001 at a purchase price per share of $0.63 for aggregate gross proceeds to the Company of approximately $2.2 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company. The Company closed the offering on January 31, 2020. On February 27, 2020, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering, 8,461,540 of the Company’s shares of common stock, par value $0.001 at a purchase price per share of $1.30 for aggregate gross proceeds to the Company of approximately $11.0 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company. The Company closed the offering on February 28, 2020. On March 9, 2020, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering, 5,037,038 of the Company’s shares of common stock, par value $0.001 at a purchase price per share of $1.35 for aggregate gross proceeds to the Company of approximately $6.8 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company. The Company closed the offering on March 10, 2020. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting of annual financial information. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Cocrystal Pharma, Inc. and its wholly owned subsidiaries: RFS Pharma, LLC, Cocrystal Discovery, Inc., Cocrystal Merger Sub, Inc., Baker Cummins Corp. and Biozone Laboratories, Inc. Intercompany transactions and balances have been eliminated. |
Segments | Segments The Company operates in only one segment. Management uses cash flows as the primary measure to manage its business and does not segment its business for internal reporting or decision-making. |
Use of Estimates | Use of Estimates Preparation of the Company’s consolidated financial statements in conformance with U.S. GAAP requires the Company’s management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The significant estimates in the Company’s consolidated financial statements relate to the valuation of equity awards and derivative liabilities, recoverability of deferred tax assets, estimated useful lives of fixed assets, and forecast assumptions used in the valuation of intangible assets and goodwill. The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash deposited in accounts held at two U.S. financial institutions, which may, at times, exceed federally insured limits of $250,000 for each institution accounts are held. At December 31, 2019 and 2018, our primary operating account held approximately $7,418,000 and $2,723,000, respectively, and our collateral account balance was $50,000 at a different institution. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risks thereof. As of December 31, 2019, 100% of our revenue and receivables are from one customer. |
Risks and Uncertainties | Risks and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, ability to obtain regulatory approvals, competition from currently available treatments and therapies, competition from larger companies, effective protection of proprietary technology, maintenance of strategic relationships, and dependence on key individuals. Products developed by the Company will require clearances from the U.S. Food and Drug Administration (the “FDA”) and other international regulatory agencies prior to commercial sales in their respective markets. The Company’s products may not receive the necessary clearances and if they are denied clearance, clearance is delayed, or the Company is unable to maintain clearance, the Company’s business could be materially, adversely impacted. |
Cash and Restricted Cash | Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents, and the Company held no cash equivalents as of December 31, 2019 and 2018. The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2019 December 31, 2018 Cash $ 7,418 $ 2,723 Restricted cash 50 29 Total cash and restricted cash shown in the statements of cash flows $ 7,468 $ 2,752 Restricted cash represents amounts pledged as collateral for financing arrangements that are currently limited to the issuance of business credit cards. The restriction will end upon the conclusion of these financing arrangements. |
Property and Equipment | Property and Equipment Property and equipment, which consists of lab equipment (including lab equipment under capital lease), computer equipment, and office equipment, is recorded at cost and depreciated over the estimated useful lives of the underlying assets (three to five years) using the straight-line method. |
Leases | Leases Prior to January 1, 2019, the Company accounted for leases under Accounting Standards Codification (“ASC”) 840, Accounting for Leases. Effective from January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of operating lease right-of-use assets and lease liabilities of approximately $833,000 and did not result in a cumulative-effect adjustment to accumulated deficit. |
Fair Value Measurements | Fair Value Measurements FASB Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The Company categorizes its cash and restricted cash as Level 1 fair value measurements. The Company categorizes its warrants potentially settleable in cash as Level 3 fair value measurements. The warrants potentially settleable in cash are measured at fair value on a recurring basis and are being marked to fair value at each reporting date until they are completely settled or meet the requirements to be accounted for as component of stockholders’ equity. The warrants are valued using the Black-Scholes option pricing model as discussed in Note 10 – Warrants. At December 31, 2019 and 2018, the carrying amounts of financial assets and liabilities, such as cash, accounts receivable, other assets, and accounts payable and accrued expenses approximate their fair values due to their short-term nature. The carrying values of notes payable approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. The Company has not transferred any financial instruments into or out of Level 3 classification during the years ended December 31, 2019 and 2018. A reconciliation of the beginning and ending Level 3 liabilities for is as follows (in thousands): Fair Value Measurements Using 2019 2018 Balance, January 1, $ 263 $ 569 Change in fair value of warrants potentially settleable in cash (Note 10) (256 ) (306 ) Balance at December 31, $ 7 $ 263 |
Goodwill and In-Process Research and Development | Goodwill and In-Process Research and Development We account for business combinations using the acquisition method, recording the acquisition-date fair value of total consideration over the acquisition-date fair value of net assets acquired as goodwill. Acquisition-related costs, including banking, legal, accounting, valuation, and other similar costs, are expensed in the periods in which the costs are incurred and included in loss from operations in the consolidated financial statements. The results of operations of the acquired business are included in the consolidated financial statements from the acquisition date. In November 2014, goodwill and intangible assets for in-process research and development were recorded in connection with the acquisition of RFS Pharma, and have represented a series of awarded patents, filed patent applications and an in-process research program acquired related to Hepatitis C compound development. We evaluate indefinite-lived intangible assets and goodwill for impairment annually, as of November 30, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, we may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the indefinite-lived intangible asset or the reporting unit (for goodwill) is less than its carrying value, we then would proceed with the quantitative impairment test to compare the fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value. Beginning January 1, 2019, the Company early adopted ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The standard eliminates the second step in the goodwill impairment test which requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity should recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. Such early adoption did not have a material effect on the Company’s financial statements and related disclosures. Fair value is typically estimated using an income approach based on the present value of future discounted cash flows. The significant estimates in the discounted cash flow model primarily include the discount rate, and rates of future revenue and expense growth and/or profitability of the acquired assets. In performing the impairment test, the Company considered, among other factors, the Company’s intention for future use of acquired assets, analyses of historical financial performance and estimates of future performance of Cocrystal’s product candidates. In-process research and development assets are accounted for as indefinite-lived intangible assets and maintained on the balance sheet until either the underlying project is completed, or the asset becomes impaired. If the project is completed, the carrying value of the related intangible assets are amortized to cost of sales over the remaining estimated life of the asset(s), beginning in the period in which the project is completed. If the intangible asset becomes impaired or the related project is abandoned, the carrying value of the underlying intangible asset is written down to its fair value and an impairment charge is recorded in the period in which the impairment occurs and included in operating expenses under research and development within the relative consolidated statement of operations. As of December 31, 2017, the Company had recorded Goodwill of $65,195,000 and In Process Research and Development costs of 53,905,000. The Company has a lead compound, CC-31244, for its Hepatitis C program, which was created at the Company’s labs in Bothell, Washington, and not part of the acquisition from RFS Pharma. In 2016, the Company initiated and completed a Phase 1A trial with compound CC-31244, and began a Phase 1B trial with CC-31244 that was completed in 2017. In 2018, the Company began a Phase 2A clinical trial with CC-31244 and released interim results in January 2019. In late 2018, the Company concluded that given the success of CC-31244 in clinical trials, the Hepatitis C program would move forward solely with CC-31244 without any of the compounds acquired from RFS Pharma. As part of this decision, the Company abandoned all remaining in process research and development intangible assets recognized by the Company and thereafter, terminated its license with Emory University on December 6, 2018 (see Note 11 – Licenses and Collaborations). This resulted in a $53,905,000 impairment in 2018. At December 31, 2018, the Company had goodwill of $65,195,000. The Company completed its annual impairment test in November 2019, and at that time determined the fair value of its reporting unit, under both the Company’s Nasdaq market capitalization and an income approach analysis; both methods did not exceed the carrying value as of December 31, 2019; therefore, management considered goodwill to be impaired. This resulted in a $46,103,000 impairment in 2019. |
Long-Lived Assets | Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount over the asset’s fair value. |
Mortgage Note Receivable | Mortgage Note Receivable The Company records its mortgage note receivable at the amount advanced to the borrower, which includes the stated principal amount and certain loan origination and commitment fees that are recognized over the term of the mortgage note. Interest income is accrued as earned over the term of the mortgage note. The Company evaluates the collectability of both interest and principal of the note to determine whether it is impaired. The note is considered impaired if, based on current information and events, the Company determines that it is probable that it would be unable to collect all amounts due according to the existing contractual terms. Upon determination that the note is impaired, the amount of loss is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the note’s effective interest rate or to the fair value of the Company’s interest in the underlying collateral, less the cost to sell. As discussed in Note 4, the Company’s mortgage note receivable was collected in full during 2018. |
Research and Development Expenses | Research and Development Expenses All research and development costs are expensed as incurred. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from research and development arrangements. In accordance with Accounting Standards Codification (“ASC”) Topic 606– Revenue from Contracts with Customers In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 On January 2, 2019, the Company entered into an Exclusive License and Research Collaboration Agreement (the “Collaboration Agreement”) with Merck Sharp & Dohme Corp. (“Merck”) to discover and develop certain proprietary influenza A/B antiviral agents. Under the terms of the Collaboration Agreement, Merck will fund research and development for the program, including clinical development, and will be responsible for worldwide commercialization of any products derived from the collaboration. During the year ended December 31, 2019 the Company recognized revenue of $4,368,000 as consideration in exchange for conveyance of intellectual property rights at the signing of the agreement, $1,838,000 for research and development activities related to its influenza A/B program and $358,000 for program expense reimbursements. The Company recognized revenue for the year ended December 31, 2019 and 2018 were $6,564,000 and $0, respectively. As of December 31, 2019, accounts receivable of $644,000 was due from Merck. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties related to income taxes as part of its income tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense using a fair value-based method for costs related to stock-based payments, including stock options. The fair value of options awarded to employees is measured on the date of grant using the Black-Scholes option pricing model and is recognized as expense over the requisite service period on a straight-line basis. Use of the Black-Scholes option pricing model requires the input of subjective assumptions including expected volatility, expected term, and a risk-free interest rate. The Company estimates volatility using a blend of its own historical stock price volatility as well as that of market comparable entities since the Company’s common stock has limited trading history and limited observable volatility of its own. The expected term of the options is estimated by using the Securities and Exchange Commission Staff Bulletin No. 107’s Simplified Method for Estimate Expected Term |
Convertible Notes Payable | Convertible Notes Payable The Company accounts for convertible notes payable (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20, Debt with Conversion and Other Options |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40, Contracts in Entity’s Own Equity |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The following are new FASB Accounting Standards Updates that have not been adopted by the Company as of December 31, 2019, and contain detail regarding the effective dates: In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash And Restricted Cash | The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2019 December 31, 2018 Cash $ 7,418 $ 2,723 Restricted cash 50 29 Total cash and restricted cash shown in the statements of cash flows $ 7,468 $ 2,752 |
Schedule of Reconciliation of Beginning and Ending Level 3 Liabilities | The Company has not transferred any financial instruments into or out of Level 3 classification during the years ended December 31, 2019 and 2018. A reconciliation of the beginning and ending Level 3 liabilities for is as follows (in thousands): Fair Value Measurements Using 2019 2018 Balance, January 1, $ 263 $ 569 Change in fair value of warrants potentially settleable in cash (Note 10) (256 ) (306 ) Balance at December 31, $ 7 $ 263 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of December 31, consists of the following (in thousands): 2019 2018 Lab equipment (excluding equipment under finance leases) $ 1,073 $ 945 Finance lease right-of-use lab equipment obtained in exchange for finance lease liabilities 347 347 Computer and office equipment 92 75 Total property and equipment 1,512 1,367 Less accumulated depreciation (1,081 ) (983 ) Property and equipment, net $ 431 $ 384 |
Goodwill and In-Process Resea_2
Goodwill and In-Process Research and Development (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A reconciliation of the beginning and ending goodwill for the years ended December 31, 2019 and 2018 is as follows (in thousands): 2019 2018 Balance, January 1, $ 65,195 $ 65,195 Impairment charges 46,103 - Balance at December 31, $ 19,092 $ 65,195 |
Schedule of In-process Research and Development Intangible Assets | A reconciliation of the beginning and ending in-process research and development intangible assets for the years ended December 31, 2019 and 2018 is as follows (in thousands): 2019 2018 Balance, January 1, $ - $ 53,905 Impairment charges - (53,905 ) Balance at December 31, $ - $ - |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following as of December 31, (in thousands): 2019 2018 Accounts payable $ 1,511 $ 616 Accrued compensation 83 78 Accrued other expenses 405 386 Total accounts payable and accrued expenses $ 1,999 $ 1,080 |
Stock Based Awards (Tables)
Stock Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option transactions for the 2007 Plan and 2015 Plan, collectively, for the year ended December 31, 2019 and 2018 (in thousands, except per amounts): Number of Total Weighted Aggregate Balance at December 31, 2017 1,656 711 8.39 1,640 Exercised - (143 ) 1.69 - Granted (925 ) 925 1.78 - Cancelled 142 (142 ) 3.92 - Balance at December 31, 2018 873 1,351 $ 5.73 $ 788 Exercised - - - - Authorized 2,295 - - - Cancelled 420 (420 ) 7.04 - Balance at December 31, 2019 3,588 931 $ 4.14 $ - |
Schedule of Weighted Average Assumptions Used | The Black-Scholes option pricing model includes the following weighted average assumptions for grants made during the year ended December 31, 2018: Assumptions: Weighted average per share grant date fair value $ 2.11 Risk-free interest rate 2.99 % Expected dividend yield 0.00 % Expected volatility 90.00 % Expected terms (in years) 6.1 |
Schedule of Common Stock Reserved Future Issuance | The following table presents information concerning common stock available for future issuance as of December 31, (in thousands): 2019 2018 Stock options issued and outstanding 931 1,351 Shares authorized for future option grants 3,588 873 Convertible notes - - Warrants outstanding 243 243 Total 4,762 2,467 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrant Activity | The following is a summary of activity in the number of warrants outstanding to purchase the Company’s common stock for the years ended December 31, 2019 and 2018 (in thousands): Warrants Accounted for as: Warrants Accounted for as: May 2018 April 2013 October 2013 January 2014 Total Outstanding, December 31, 2017 - 50 26 133 209 Exercised - - - - - Granted 84 - - - 84 Expired - (50 ) - - (50 ) Outstanding, December 31, 2018 84 - 26 133 243 Exercised - - - - - Granted - - - - - Expired - - - - - Outstanding, December 31, 2019 84 - 26 133 243 Expiration date October 27, 2022 October 24, 2023 January 16, 2024 |
Schedule of Fair Value of Warrants Classified as Liabilities | The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2019: October 2013 January 2014 Strike price $ 15.00 $ 15.00 Expected dividend yield 0.00 % 0.00 % Expected term (years) 3.8 4.0 Cumulative volatility 89.59 % 90.58 % Risk-free rate 1.67 % 1.68 % The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2018: October 2013 January 2014 Strike price $ 15.00 $ 15.00 Expected dividend yield 0.00 % 0.00 % Expected term (years) 4.8 5.0 Cumulative volatility 89.64 % 89.76 % Risk-free rate 2.59 % 2.60 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share amounts): 2019 2018 Numerator: Net loss attributable to common stockholders $ (48,169 ) $ (49,048 ) Denominator: Weighted average number of shares outstanding used to compute net loss per share: Basic and diluted 31,859 28,009 Net loss per share, basic and diluted $ (1.51 ) $ (1.75 ) |
Schedule of Antidilutive Securities Excluded from Calculations of Net Loss Per Share | The following table sets forth the number of potential common shares excluded from the calculations of net loss per diluted share because their inclusion would be anti-dilutive (in thousands): 2019 2018 Options to purchase common stock 930 1,351 Convertible notes - - Warrants to purchase common stock 243 243 Total 1,173 1,594 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Tax Expense (Benefit) | A reconciliation of income tax expense (benefit) for the years ended December 31, 2019 and 2018 is as follows (in thousands): 2019 2018 Current: Federal $ - $ - State - - Total current income tax expense - - Deferred: Federal - (10,347 ) State - (3,235 ) Total deferred income tax benefit - (13,582 ) Total income tax benefit $ - $ (13,582 ) |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred income taxes at December 31, 2019 and 2018 are shown below (in thousands): 2019 2018 Deferred tax assets: Net operating loss carryforwards (i)(ii) $ 15,406 $ 16,849 Compensation 762 819 Research and development tax credits (iii) 1,996 2,023 Property and equipment (9 ) 4 Other 121 84 Total deferred tax assets, gross 18,425 19,779 Deferred tax liabilities: Acquired in-process research and development - - Total deferred taxes, net 18,425 19,779 Valuation allowance (18,425 ) (19,779 ) Deferred tax liability, net $ - $ - Balances of deferred tax assets as of December 31, 2019 and 2018, include the following, respectively: (i) California net operating loss carryforwards of $0 and $1,190,000, (ii) Georgia net operating loss carry forwards of $0 and $543,000, (iii) California research and development tax credits of $0 and $203,000. (iv) Florida net operating loss carryforwards of $35,000 and $28,000. |
Schedule of Reconciliation of Federal Statutory Income Tax Rate | A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: 2019 2018 Statutory federal income tax rate 21.0 % 21.0 % Goodwill impairment (20.1 )% 0.0 % Change in valuation allowance 3.1 % (3.1) % Other tax, credit and adjustments (4.0 )% (3.8 )% Effective income tax rate 0.0 % 21.7 % |
Lease Commitment (Tables)
Lease Commitment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Components of Rent Expense and Supplemental Cash Flow Information | The components of rent expense and supplemental cash flow information related to leases for the period are as follows (in thousands): Year Ended Lease Cost Operating lease cost (included in operating expenses in the Company’s consolidated statement of operations) $ 214 Other Information Cash paid for amounts included in the measurement of lease liabilities $ 211 Weighted average remaining lease term – operating leases (in years) 3.8 Average discount rate – operating leases 8 % |
Schedule of Supplemental Balance Sheet Information | The supplemental balance sheet information related to leases for the period is as follows (in thousands): At December 31, 2019 Operating leases Long-term right-of-use assets of which $40 relates to related party, net of amortization of $156 $ 677 Short-term operating lease liabilities, of which $59 relates to related party 177 Long-term operating lease liabilities, of which $40 relates to related party 523 Total operating lease liabilities $ 700 |
Schedule of Maturities of Lease Liabilities | Year ending December 31, (in thousands) 2019 $ - 2020 226 2021 213 2022 178 2023 and thereafter 198 Total minimum operating lease payments $ 815 Less: present value discount (115 Total operating lease liabilities 700 |
Schedule of Maturities of Finance Lease | Future minimum finance lease payments, by year and in aggregate, are as follows: Year ending December 31, (in thousands) 2019 $ - 2020 103 2021 14 Total minimum capital lease payments $ 121 |
Organization and Business (Deta
Organization and Business (Details Narrative) - USD ($) | Jan. 29, 2020 | Jan. 02, 2020 | Jan. 18, 2018 | Oct. 30, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Jul. 31, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Loss from operations | $ (48,406,000) | $ (62,924,000) | |||||||||
Number of common stock shares sold | $ 5,211,695,000 | $ 5,211,695,000 | |||||||||
Non-refundable payment | 4,000,000 | ||||||||||
Reimbursement of employee and research expense | 2,400,000 | ||||||||||
Sale of common stock, net of transaction costs | 6,638,000 | 7,684,000 | |||||||||
Net loss | (48,169,000) | (49,048,000) | |||||||||
Cash used in operating activities | (1,563,000) | (8,290,000) | |||||||||
Cash and cash equivalent | $ 7,418,000 | $ 2,723,000 | $ 748,000 | ||||||||
Subsequent Event [Member] | |||||||||||
Number of common stock shares sold | $ 16,990,641 | ||||||||||
Sale of common stock, net of transaction costs | $ 18,200,000 | ||||||||||
Capital raised | $ 20,000,000 | ||||||||||
Net of capital raised after deducting placement agent fees and offering expenses | $ 18,300,000 | ||||||||||
Equity Distribution Agreement [Member] | |||||||||||
Number of common stock shares sold | $ 10,000,000 | ||||||||||
Proceeds from agreement | $ 351,576 | ||||||||||
Equity Distribution Agreement [Member] | Subsequent Event [Member] | |||||||||||
Proceeds from agreement | $ 351,576 | ||||||||||
Equity Distribution Agreement [Member] | Minimum [Member] | |||||||||||
Proceeds from agreement | 10,000,000 | ||||||||||
Equity Distribution Agreement [Member] | Minimum [Member] | Subsequent Event [Member] | |||||||||||
Proceeds from agreement | 6,000,000 | ||||||||||
Equity Distribution Agreement [Member] | Maximum [Member] | |||||||||||
Proceeds from agreement | $ 6,000,000 | ||||||||||
Equity Distribution Agreement [Member] | Maximum [Member] | Subsequent Event [Member] | |||||||||||
Proceeds from agreement | $ 551,576 | ||||||||||
Board of Director [Member] | |||||||||||
Reverse stock split | The Delaware Secretary of State to affect a one-for-thirty reverse split (the "Reverse Stock Split") |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Details Narrative) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | Jan. 02, 2019USD ($) | Dec. 31, 2017USD ($) | |
Number of operating segment | Segment | 1 | |||
Primary operating account balance | $ 7,418 | $ 2,723 | $ 748 | |
Cash uninsured amount | 50 | |||
Operating lease right-of-use assets | 677 | |||
Operating lease liabilities | 700 | |||
Goodwill | 19,092 | 65,195 | $ 65,195 | |
Research and development in process | 53,905 | |||
Impairment in goodwill | 46,103 | |||
Impairment on IPR&D | 46,103 | 53,905 | ||
Collaboration revenue | 6,564 | |||
Accounts receivable related party | 644 | |||
Intellectual Property [Member] | ||||
Research and development in process | 1,838 | |||
Collaboration revenue | 4,368 | |||
Program expense reimbursements | $ 358 | |||
ASC 842 [Member] | ||||
Operating lease right-of-use assets | $ 833 | |||
Operating lease liabilities | $ 833 | |||
Customer One [Member] | Customer Concentration Risk [Member] | Revenue and Receivables [Member] | ||||
Revenue and receivable percentage | 100.00% | |||
U.S. Financial Institutions One [Member] | ||||
Cash FDIC insured limits | $ 250 | |||
U.S. Financial Institutions Two [Member] | ||||
Cash FDIC insured limits | $ 250 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Schedule of Reconciliation of Cash And Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | |||
Cash | $ 7,418 | $ 2,723 | $ 748 |
Restricted cash | 50 | 29 | |
Total cash and restricted cash shown in the statements of cash flows | $ 7,468 | $ 2,752 | $ 777 |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Schedule of Reconciliation of Beginning and Ending Level 3 Liabilities (Details) - Unobservable Inputs Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance - January 1, | $ 263 | $ 569 |
Change in fair value of warrants potentially settleable in cash (Note 10) | (256) | (306) |
Balance at December 31, | $ 7 | $ 263 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 98 | $ 50 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Total property and equipment | $ 1,512 | $ 1,367 |
Less accumulated depreciation | (1,081) | (983) |
Property and equipment, net | 431 | 384 |
Lab Equipment [Member] | ||
Total property and equipment | 1,073 | 945 |
Finance Lease Right-of-Use Lab Equipment Obtained in Exchange For Finance Lease Liabilities [Member] | ||
Total property and equipment | 347 | 347 |
Computer and Office Equipment [Member] | ||
Total property and equipment | $ 92 | $ 75 |
Mortgage Note Receivable (Detai
Mortgage Note Receivable (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2018 | Jun. 30, 2014 | Dec. 31, 2019 | |
Disposal of mortgage note receivable | $ 106 | ||
Mortgage Note [Member] | |||
Mortgage note receivable | $ 2,626 | ||
Debt instrument maturity date | Aug. 1, 2032 | ||
Debt instrument interest rate | 7.24% | ||
Proceeds from related party | $ 1,400 |
Goodwill and In-Process Resea_3
Goodwill and In-Process Research and Development (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 19,092 | $ 65,195 | $ 65,195 |
Loss on impairment goodwill | $ 46,103 |
Goodwill and In-Process Resea_4
Goodwill and In-Process Research and Development - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance beginning | $ 65,195 | $ 65,195 |
Impairment charges | 46,103 | |
Balance Ending | $ 19,092 | $ 65,195 |
Goodwill and In-Process Resea_5
Goodwill and In-Process Research and Development - Schedule of In-process Research and Development Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance beginning | $ 53,905 | |
Impairment charges | (46,103) | (53,905) |
Balance ending |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,511 | $ 616 |
Accrued compensation | 83 | 78 |
Accrued other expenses | 405 | 386 |
Total accounts payable and accrued expenses | $ 1,999 | $ 1,080 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2019 | Jul. 31, 2018 | May 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 06, 2018 | May 03, 2018 | |
Common stock authorized | 100,000,000 | 100,000,000 | ||||||||
Common stock par value | $ .001 | $ 0.001 | $ 0.001 | |||||||
Common stock issued | 35,150,000 | 29,938,000 | ||||||||
Common stock outstanding | 35,150,000 | 29,938,000 | ||||||||
Common stock, voting rights | The holders of common stock are entitled to one vote for each share of common stock held. | |||||||||
Sale of common stock, net of transaction costs | 6,638,422 | 6,638,422 | ||||||||
Sale of stock, gross proceeds | $ 5,211,695,000 | $ 5,211,695,000 | ||||||||
Proceeds from issuance of common stock | $ 6,638,000 | $ 7,684,000 | ||||||||
Equity Distribution Agreement [Member] | ||||||||||
Sale of stock, gross proceeds | $ 10,000,000 | |||||||||
Equity Distribution Agreement [Member] | Ladenburg Thalmann & Co Inc [Member] | ||||||||||
Sale of stock, gross proceeds | $ 80,000,000 | $ 10,000,000,000 | ||||||||
Proceeds from issuance of common stock | $ 344,000 | |||||||||
November 30, 2019 [Member] | ||||||||||
Sale of common stock, net of transaction costs | 6,638,422 | |||||||||
Sale of stock, gross proceeds | $ 5,211,695,000 | |||||||||
Minimum [Member] | ||||||||||
Common stock authorized | 800,000,000 | |||||||||
Maximum [Member] | ||||||||||
Common stock authorized | 100,000,000 | |||||||||
Underwriter [Member] | ||||||||||
Sale of common stock, net of transaction costs | 4,435 | |||||||||
Proceeds from issuance of public offering | $ 7,684,000 | |||||||||
Sale of stock price per share | $ 1.90 | |||||||||
Warrants to purchase common stock | 84,211 | |||||||||
Warrants price per share | $ 2.09 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 31, 2018 | Nov. 24, 2017 | May 31, 2018 | May 21, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt conversion price per share | $ 1.90 | |||||
Gross proceeds from convertible debt | $ 6,638 | $ 7,684 | ||||
Sale of common stock, net of transaction costs | $ 6,638 | $ 7,684 | ||||
Shares issued price per share | $ 0.50 | |||||
8% Convertible Notes [Member] | ||||||
Number of common stock shares converted | 1,085,105 | |||||
Board of Directors [Member] | ||||||
Convertible note interest rate, percentage | 8.00% | |||||
Debt conversion price per share | $ 1.90 | |||||
Accrued interest | $ 2,062 | |||||
Board of Director [Member] | ||||||
Number of common stock shares converted | 1,085,105 | |||||
Securities Purchase Agreement [Member] | ||||||
Sale of common stock, net of transaction costs | $ 4,435,527 | |||||
Shares issued price per share | $ 1.90 | |||||
Proceeds from issuance of public offering | $ 7,680 | |||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | OPKO Health, Inc. [Member] | ||||||
Debt instrument, principal amount | $ 1,000 | |||||
Additional principal amount of debt | $ 1,000 | |||||
Debt maturity date | Jan. 31, 2020 | |||||
Debt conversion price per share | $ 8.10 | |||||
Gross proceeds from convertible debt | $ 10,000 | |||||
Securities Purchase Agreement [Member] | Two Investors [Member] | Convertible Notes [Member] | ||||||
Debt instrument, principal amount | $ 1,000 | |||||
Convertible note interest rate, percentage | 8.00% | |||||
Additional principal amount of debt | $ 1,000 | |||||
Debt maturity date | Nov. 24, 2019 | |||||
Debt conversion price per share | $ 8.10 | |||||
Gross proceeds from convertible debt | $ 10,000 |
Stock Based Awards (Details Nar
Stock Based Awards (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shares reserved for issuance | 4,762,000 | 2,467,000 |
Stock option granted | 925,000 | |
Fair value options granted | $ 1,949 | |
Stock based compensation expense | 351 | $ 562 |
Unrecognized compensation expense | $ 1,179 | |
Stock-based compensation weighted average period | 1 year 6 months | |
Number of options vested and expected to vest | 930,708 | |
Aggregate intrinsic value of vested and expected to vest | $ 0 | |
Weighted-average exercise price | $ 4.14 | |
Weighted-average remaining contractual term | 8 years | |
Number of options vested and exercisable | $ 370,395 | |
Aggregate intrinsic value of options vested and exercisable | $ 0 | |
Weighted-average exercise price of options vested and exercisable | $ 6.20 | |
Weighted-average remaining contractual term of options vested and exercisable | 7 years | |
Shares issued price per share | $ 0.50 | |
2007 Equity Incentive Plans [Member] | ||
Shares reserved for issuance | 1,786,635 | |
Shares vesting period | 10 years | |
Stock options vesting percentage | 25.00% | |
Shares available for future issuance | 189,894 | |
2015 Equity Incentive Plans [Member] | ||
Shares reserved for issuance | 1,666,667 | |
Shares vesting period | 10 years | |
Stock options vesting percentage | 25.00% | |
Shares available for future issuance | 683,333 |
Stock Based Awards - Schedule o
Stock Based Awards - Schedule of Share-based Compensation, Stock Options, Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total Options Outstanding, Granted | 925,000 | |
Stock Option [Member] | ||
Number of Shares Available for Grant, Beginning | 873,000 | 1,656,000 |
Number of Shares Available for Grant, Exercised | ||
Number of Shares Available for Grant, Granted | 2,295,000 | (925,000) |
Number of Shares Available for Grant, Cancelled | 420,000 | 142,000 |
Number of Shares Available for Grant, Ending | 3,588,000 | 873,000 |
Total Options Outstanding, Beginning | 1,351,000 | 711,000 |
Total Options Outstanding, Exercised | (143,000) | |
Total Options Outstanding, Granted | 925,000 | |
Total Options Outstanding, Cancelled | (420,000) | (142,000) |
Total Options Outstanding, Ending | 931,000 | 1,351,000 |
Weighted Average Exercise Price, Outstanding | $ 5.73 | $ 8.39 |
Weighted Average Exercise Price, Exercised | 1.69 | |
Weighted Average Exercise Price, Granted | 1.78 | |
Weighted Average Exercise Price, Cancelled | 7.04 | 3.92 |
Weighted Average Exercise Price, Ending | $ 4.14 | $ 5.73 |
Aggregate Intrinsic Value, Beginning | $ 788 | $ 1,640 |
Aggregate Intrinsic Value, Ending | $ 788 |
Stock Based Awards - Schedule_2
Stock Based Awards - Schedule of Weighted Average Assumptions Used for Grants (Details) | 12 Months Ended |
Dec. 31, 2018$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Weighted average per share grant date fair value | $ 2.11 |
Risk-free interest rate | 2.99% |
Expected dividend yield | 0.00% |
Expected volatility | 90.00% |
Expected terms (in years) | 6 years 1 month 6 days |
Stock Based Awards - Schedule_3
Stock Based Awards - Schedule of Common Stock Reserved Future Issuance (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Payment Arrangement [Abstract] | ||
Stock options issued and outstanding | 931,000 | 1,351,000 |
Shares authorized for future option grants | 3,588,000 | 873,000 |
Convertible notes | ||
Warrants outstanding | 243,000 | 243,000 |
Total | 4,762,000 | 2,467,000 |
Warrants (Details Narrative)
Warrants (Details Narrative) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2018 |
Warrants outstanding | 243,000 | 243,000 | |
Warrants [Member] | |||
Warrants liability | 159,000 | ||
Warrants outstanding | 84,000 | 84,211 | |
Warrant Price per shares | $ 2.09 | ||
Warrant term | 4 years |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of warrants outstanding, beginning | 873,000 | |
Number of warrants outstanding, ending | 3,588,000 | 873,000 |
Warrants [Member] | ||
Number of warrants outstanding, beginning | 243,000 | 209,000 |
Number of warrants exercised | ||
Number of warrants granted | 84,000 | |
Number of warrants expired | (50,000) | |
Number of warrants outstanding, ending | 243,000 | 243,000 |
May 2018 Warrants [Member] | Equity [Member] | ||
Number of warrants outstanding, beginning | 84,000 | |
Number of warrants exercised | ||
Number of warrants granted | 84,000 | |
Number of warrants expired | ||
Number of warrants outstanding, ending | 84,000 | 84,000 |
Warrant expiration date | Oct. 27, 2022 | Oct. 27, 2022 |
April 2013 Warrants [Member] | Equity [Member] | ||
Number of warrants outstanding, beginning | 50,000 | |
Number of warrants exercised | ||
Number of warrants granted | ||
Number of warrants expired | (50,000) | |
Number of warrants outstanding, ending | ||
October 2013 Warrants [Member] | Liabilities [Member] | ||
Number of warrants outstanding, beginning | 26,000 | 26,000 |
Number of warrants exercised | ||
Number of warrants granted | ||
Number of warrants expired | ||
Number of warrants outstanding, ending | 26,000 | 26,000 |
Warrant expiration date | Oct. 24, 2023 | Oct. 24, 2023 |
January 2014 Warrants [Member] | Liabilities [Member] | ||
Number of warrants outstanding, beginning | 133,000 | 133,000 |
Number of warrants exercised | ||
Number of warrants granted | ||
Number of warrants expired | ||
Number of warrants outstanding, ending | 133,000 | 133,000 |
Warrant expiration date | Jan. 16, 2024 | Jan. 16, 2024 |
Warrants - Schedule of Fair Val
Warrants - Schedule of Fair Value of Warrants Classified as Liabilities (Details) | 12 Months Ended | |
Dec. 31, 2019$ / shares | Dec. 31, 2018$ / shares | |
October 2013 Warrants [Member] | ||
Strike price | $ 15 | $ 15 |
October 2013 Warrants [Member] | Expected Dividend Yield [Member] | ||
Fair value assumptions, percentage | 0 | 0 |
January 2014 Warrants [Member] | ||
Strike price | $ 15 | $ 15 |
January 2014 Warrants [Member] | Expected Dividend Yield [Member] | ||
Fair value assumptions, percentage | 0 | 0 |
January 2014 Warrants [Member] | Contractual Term [Member] | ||
Warrant Expected term (years) | 4 years | 5 years |
January 2014 Warrants [Member] | Cumulative Volatility [Member] | ||
Fair value assumptions, percentage | 90.58 | 89.76 |
January 2014 Warrants [Member] | Risk Free Interest Rate [Member] | ||
Fair value assumptions, percentage | 1.68 | 2.60 |
October 2013 Warrants [Member] | Contractual Term [Member] | ||
Warrant Expected term (years) | 3 years 9 months 18 days | 4 years 9 months 18 days |
October 2013 Warrants [Member] | Cumulative Volatility [Member] | ||
Fair value assumptions, percentage | 89.59 | 89.64 |
October 2013 Warrants [Member] | Risk Free Interest Rate [Member] | ||
Fair value assumptions, percentage | 1.67 | 2.59 |
Licenses and Collaborations (De
Licenses and Collaborations (Details Narrative) - USD ($) $ in Thousands | Feb. 18, 2020 | Jan. 02, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue | $ 6,564 | |||
Accounts receivable related party | 644 | |||
Subsequent Event [Member] | ||||
Non refundable license initiation fee | $ 80 | |||
Annual license maintenance fee | 20 | |||
Future milestone payments | $ 3,100 | |||
Collaboration Services [Member] | ||||
Revenue | 358 | |||
Intellectual Property [Member] | ||||
Revenue | 4,368 | |||
Employee collaboration services | $ 1,838 | |||
Collaboration Agreement [Member] | ||||
Proceeds from collaborators | $ 4,000 | |||
Collaboration Agreement [Member] | Maximum [Member] | ||||
Royalty received on sales | $ 156,000 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders | $ (48,169) | $ (49,048) |
Weighted average number of shares outstanding used to compute net loss per share: Basic and diluted | 31,859 | 28,009 |
Net loss per share, basic and diluted | $ (1.51) | $ (1.75) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Calculations of Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Anti-dilutive securities | 1,173,000 | 1,594,000 |
Stock Option [Member] | ||
Anti-dilutive securities | 930,000 | 1,351,000 |
Convertible Notes [Member] | ||
Anti-dilutive securities | ||
Warrants [Member] | ||
Anti-dilutive securities | 243,000 | 243,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Federal operating losses | $ 72,100 | ||
State operating losses | $ 1,000 | ||
Percentage of future taxable income | 21.00% | 21.00% | |
Federal NOL carryforward expire date | 2026 | ||
Deferred tax assets net operating loss carry forward | [1],[2] | $ 15,406 | $ 16,849 |
Federal [Member] | |||
Federal operating losses | 10,500 | ||
Florida [Member] | |||
Federal operating losses | 10,000 | ||
Federal and State [Member] | Two Thousand Twenty Eight [Member] | |||
Deferred tax assets net operating loss carry forward | 2,000 | ||
Federal and State [Member] | Two Thousand Twenty Three [Member] | |||
Deferred tax assets net operating loss carry forward | $ 1,071 | ||
[1] | California net operating loss carryforwards of $0 and $1,190,000, | ||
[2] | Georgia net operating loss carry forwards of $0 and $543,000, |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Current Federal | ||
Current State | ||
Total current income tax expense | ||
Deferred Federal | (10,347) | |
Deferred State | (3,235) | |
Total deferred income tax benefit | (13,582) | (13,582) |
Total income tax benefit | $ (13,582) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryforwards | [1],[2] | $ 15,406 | $ 16,849 |
Compensation | 762 | 819 | |
Research and development tax credits | [3] | 1,996 | 2,023 |
Property and equipment | (9) | 4 | |
Other | 121 | 84 | |
Total deferred tax assets, gross | 18,425 | 19,779 | |
Acquired in-process research and development | |||
Total deferred taxes, net | 18,425 | 19,779 | |
Valuation allowance | (18,425) | (19,779) | |
Deferred tax liability, net | |||
[1] | California net operating loss carryforwards of $0 and $1,190,000, | ||
[2] | Georgia net operating loss carry forwards of $0 and $543,000, | ||
[3] | California research and development tax credits of $0 and $203,000. |
Income Taxes - Schedule of De_2
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred tax assets net operating loss carry forward | [1],[2] | $ 15,406 | $ 16,849 |
California [Member] | |||
Deferred tax assets net operating loss carry forward | 0 | 1,190 | |
Deferred research tax credit carryforwards | 0 | 203 | |
Georgia [Member] | |||
Deferred tax assets net operating loss carry forward | 0 | 543 | |
Florida [Member] | |||
Deferred research tax credit carryforwards | $ 35 | $ 28 | |
[1] | California net operating loss carryforwards of $0 and $1,190,000, | ||
[2] | Georgia net operating loss carry forwards of $0 and $543,000, |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Goodwill impairment | (20.10%) | 0.00% |
Change in valuation allowance | 3.10% | (3.10%) |
Other tax, credit and adjustments | (4.00%) | (3.80%) |
Effective income tax rate | 0.00% | 21.70% |
Lease Commitment (Details Narra
Lease Commitment (Details Narrative) - USD ($) $ in Thousands | Sep. 01, 2018 | Nov. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 |
Operating lease right-of-use assets | $ 677 | |||||
Operating lease liability | 700 | |||||
Unamortized right of use asset | 677 | |||||
Operating lease liability, current | 177 | |||||
Operating expenses | 54,970 | 62,924 | ||||
Monthly lease payments | 254 | |||||
Operating lease payment | 133 | |||||
Remaining lease obligation | 700 | |||||
Capital lease payment | 121 | |||||
Assets and accumulated depreciation recognized, net, under finance leases | 156 | |||||
Operating Leases [Member] | ||||||
Rent expense | $ 226 | 187 | ||||
Lease Agreement One [Member] | May 27, 2020 [Member] | ||||||
Lease term | 18 months | |||||
Capital lease payment | $ 18 | |||||
Lease Agreement Two [Member] | November 21, 2021 [Member] | ||||||
Lease term | 36 months | |||||
Capital lease payment | $ 1 | |||||
Capital Leases [Member] | ||||||
Effective interest rate | 8.01% | |||||
Minimum [Member] | ||||||
Lease expire | Aug. 31, 2021 | |||||
Maximum [Member] | ||||||
Lease expire | Jan. 31, 2024 | |||||
Dr. Phillip Frost [Member] | ||||||
Lease term | 3 years | 3 years | ||||
Operating lease payment | $ 9 | $ 77 | ||||
Common Area Maintenance [Member] | ||||||
Operating expenses | 80 | 71 | ||||
Lab Equipment [Member] | ||||||
Finance lease, right-of-use asset | 347 | 347 | ||||
Assets and accumulated depreciation recognized, net, under finance leases | $ 75 | $ 6 | ||||
Lab Equipment [Member] | Capital Leases [Member] | ||||||
Lease term | 5 years | |||||
ASC 842 [Member] | ||||||
Operating lease right-of-use assets | $ 833 | |||||
Operating lease liability | $ 833 |
Lease Commitment - Schedule of
Lease Commitment - Schedule of Components of Rent Expense and Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease cost (included in operating expenses in the Company's consolidated statement of operations) | $ 214 |
Cash paid for amounts included in the measurement of lease liabilities | $ 211 |
Weighted average remaining lease term - operating leases (in years) | 3 years 9 months 18 days |
Average discount rate - operating leases | 8.00% |
Lease Commitment - Schedule o_2
Lease Commitment - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Long-term right-of-use assets | $ 677 | |
Short-term operating lease liabilities | 177 | |
Long-term operating lease liabilities | 523 | |
Total operating lease liabilities | $ 700 |
Lease Commitment - Schedule o_3
Lease Commitment - Schedule of Supplemental Balance Sheet Information (Details) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Related party operating lease right of use assets | $ 40 | |
Operating lease net of amortization | 156 | |
Related party operating lease liabilities current | 59 | |
Related party operating lease liabilities non-current | $ 40 |
Lease Commitment - Schedule o_4
Lease Commitment - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | |
2020 | 226 |
2021 | 213 |
2022 | 178 |
2023 and Thereafter | 198 |
Total minimum operating lease payments | 815 |
Less: present value discount | (115) |
Total operating lease liabilities | $ 700 |
Lease Commitment - Schedule o_5
Lease Commitment - Schedule of Maturities of Finance Lease (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | |
2020 | 103 |
2021 | 14 |
Total minimum capital lease payments | $ 121 |
Transactions with Related Par_2
Transactions with Related Parties (Details Narrative) $ / shares in Units, $ in Thousands | Sep. 01, 2018USD ($) | Jan. 31, 2018USD ($) | Nov. 24, 2017USD ($) | Sep. 30, 2018USD ($) | May 31, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Operating lease payment | $ 133 | ||||||
Convertible notes percentage | 0.08 | ||||||
Debt conversion price per share | $ / shares | $ 1.90 | ||||||
Dr. Phillip Frost [Member] | |||||||
Rent expenses | $ 62 | ||||||
Lease term | 3 years | 3 years | |||||
Lease deposit | 4 | ||||||
Other expenses | 57 | $ 19 | |||||
Operating lease payment | $ 9 | $ 77 | |||||
Dr. Phillip Frost [Member] | OPKO Health, Inc. [Member] | |||||||
Convertible notes percentage | 0.08 | ||||||
Conversion of shares received | shares | 538,544 | ||||||
Conversion of stock amount | $ 1,023 | ||||||
Dr. Phillip Frost [Member] | Securities Purchase Agreement [Member] | |||||||
Convertible notes percentage | 0.08 | ||||||
Convertible notes payable due date | Jan. 31, 2020 | ||||||
Debt instrument borrowing amount | $ 1,000 | ||||||
Dr. Raymond Schinazi [Member] | |||||||
Convertible notes percentage | 0.08 | ||||||
Conversion of shares received | shares | 273,367 | ||||||
Conversion of stock amount | $ 519 | ||||||
Dr. Raymond Schinazi [Member] | Securities Purchase Agreement [Member] | |||||||
Principal amount | $ 500 | ||||||
Convertible notes percentage | 0.08 | ||||||
Convertible notes payable due date | Nov. 24, 2019 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 09, 2020 | Feb. 27, 2020 | Feb. 18, 2020 | Jan. 29, 2020 | Jan. 02, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 06, 2018 |
Common stock, par value | $ .001 | $ 0.001 | $ 0.001 | |||||
Sale of common stock, net of transaction costs | $ 6,638,000 | $ 7,684,000 | ||||||
Subsequent Event [Member] | ||||||||
Non refundable license initiation fee | $ 80,000 | |||||||
Annual license maintenance fee | 20,000 | |||||||
Future milestone payments | $ 3,100,000 | |||||||
Sale of common stock, net of transaction costs | $ 18,200,000 | |||||||
Subsequent Event [Member] | Institutional Investors [Member] | ||||||||
Stock issued during period , shares | 5,037,038 | 8,461,540 | 3,492,063 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Sale of stock price per share | $ 1.35 | $ 1.30 | $ 0.63 | |||||
Sale of common stock, net of transaction costs | $ 6,800,000 | $ 1,100,000 | $ 2,200,000 |