Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 10, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | EMMAUS LIFE SCIENCES, INC. | |
Entity Central Index Key | 1,420,031 | |
Document Type | 10-Q | |
Trading Symbol | EMMA | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 34,218,822 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 2,168,934 | $ 15,836,063 |
Restricted cash | 6,720,000 | |
Accounts receivable | 1,701,521 | 26,814 |
Inventories, net | 2,434,841 | 625,299 |
Investment in marketable securities | 66,007,364 | 99,836,397 |
Marketable securities, pledged to creditor | 340,643 | 160,925 |
Prepaid expenses and other current assets | 217,161 | 290,371 |
Total current assets | 72,870,464 | 123,495,869 |
PROPERTY AND EQUIPMENT, NET | 138,045 | 105,302 |
OTHER ASSETS | ||
Long-term investment at cost | 538,202 | 65,520 |
Intangibles, net | 60,480 | 67,200 |
Deposits | 327,313 | 111,581 |
Total other assets | 925,995 | 244,301 |
Total assets | 73,934,504 | 123,845,472 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 5,978,331 | 5,695,310 |
Deferred revenue | 2,010,876 | |
Deferred rent | 30,078 | |
Other current liabilities | 30,438 | 10,109 |
Warrant derivative liabilities | 19,611,000 | 26,377,000 |
Notes payable, net | 4,435,983 | 7,871,143 |
Notes payable to related parties, net | 1,344,973 | 2,036,261 |
Convertible notes payable, net | 8,170,416 | 7,025,002 |
Convertible notes payable to related parties, net | 400,000 | 400,000 |
Total current liabilities | 41,982,017 | 49,444,903 |
LONG-TERM LIABILITIES | ||
Deferred rent | 143,451 | 10,821 |
Other long-term liabilities | 41,841,500 | 36,852,290 |
Warrant derivative liabilities | 1,567,000 | 1,882,000 |
Conversion option liabilities | 1,289,000 | |
Convertible notes payable, net | 5,035,661 | 20,075,780 |
Convertible notes payable to related parties, net | 12,653,538 | |
Total long-term liabilities | 61,241,150 | 60,109,891 |
Total liabilities | 103,223,167 | 109,554,794 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock — par value $0.001 per share, 20,000,000 shares authorized, none issued and outstanding | ||
Common stock — par value $0.001 per share, 100,000,000 shares authorized, 34,218,822 shares and 34,885,506 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 34,219 | 34,886 |
Additional paid-in capital | 124,273,569 | 113,111,745 |
Accumulated other comprehensive income (loss) | (69,512) | 41,275,785 |
Treasury stock, at cost — 700,000 shares and 0 shares at June 30, 2018 and December 31, 2017, respectively | (1,314,000) | |
Accumulated deficit | (152,212,939) | (140,131,738) |
Total stockholders’ equity (deficit) | (29,288,663) | 14,290,678 |
Total liabilities & stockholders’ equity | $ 73,934,504 | $ 123,845,472 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 34,218,822 | 34,885,506 |
Common stock, outstanding | 34,218,822 | 34,885,506 |
Treasury stock, shares | 700,000 | 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
REVENUES, NET | $ 2,571,097 | $ 118,641 | $ 3,352,411 | $ 226,118 |
COST OF GOODS SOLD | 220,701 | 45,252 | 355,380 | 93,512 |
GROSS PROFIT | 2,350,396 | 73,389 | 2,997,031 | 132,606 |
OPERATING EXPENSES | ||||
Research and development | 395,763 | 1,196,630 | 807,164 | 1,952,358 |
Selling | 1,568,690 | 89,638 | 2,438,829 | 191,299 |
General and administrative | 3,142,042 | 3,514,302 | 6,948,625 | 6,313,342 |
Total operating expenses | 5,106,495 | 4,800,570 | 10,194,618 | 8,456,999 |
LOSS FROM OPERATIONS | (2,756,099) | (4,727,181) | (7,197,587) | (8,324,393) |
OTHER INCOME (EXPENSE) | ||||
Loss on debt extinguishment | (3,244,769) | |||
Change in fair value of warrant derivative liabilities | 55,000 | (4,434,000) | 895,000 | (5,662,000) |
Change in fair value of embedded conversion option | 466,000 | |||
Unrealized loss on investment in marketable securities | (39,184,749) | (33,649,314) | ||
Interest and other income (loss) | (11,567) | (8,711) | 33,985 | (21,941) |
Interest expense | (5,445,825) | (2,605,903) | (10,743,846) | (4,259,794) |
Total other expense | (44,587,141) | (7,048,614) | (46,242,944) | (9,943,735) |
LOSS BEFORE INCOME TAXES | (47,343,240) | (11,775,795) | (53,440,531) | (18,268,128) |
INCOME TAXES | 2,400 | 2,400 | ||
NET LOSS | (47,343,240) | (11,775,795) | (53,442,931) | (18,270,528) |
COMPONENTS OF OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Unrealized loss on investment in marketable securities | (461,382) | (412,412) | ||
Unrealized gain (loss) in foreign translation | 2,632 | 602 | 16,433 | (11,005) |
Other comprehensive income (loss) | 2,632 | (460,780) | 16,433 | (423,417) |
COMPREHENSIVE LOSS | $ (47,340,608) | $ (12,236,575) | $ (53,426,498) | $ (18,693,945) |
NET LOSS PER COMMON SHARE | $ (1.36) | $ (0.34) | $ (1.53) | $ (0.53) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 34,824,961 | 34,736,681 | 34,858,022 | 34,721,633 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) - 6 months ended Jun. 30, 2018 - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock, at Cost [Member] | Accumulated Deficit [Member] |
Balance, beginning at Dec. 31, 2017 | $ 14,290,678 | $ 34,886 | $ 113,111,745 | $ 41,275,785 | $ (140,131,738) | |
Balance, beginning (in shares) at Dec. 31, 2017 | 34,885,506 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative effect adjustment on adoption of ASU 2016-01 | (41,361,730) | 41,361,730 | ||||
Beneficial conversion feature relating to convertible notes | 9,220,856 | 9,220,856 | ||||
Stock issued for cash | 275,000 | $ 25 | 274,975 | |||
Stock issued for cash (in shares) | 25,000 | |||||
Repurchase of common stock | (1,314,000) | $ (700) | 700 | $ (1,314,000) | ||
Repurchase of common stock (in shares) | (700,000) | |||||
Share-based compensation | 1,665,301 | 1,665,301 | ||||
Exercise of warrants (cashless) | $ 8 | (8) | ||||
Exercise of warrants (cashless) (in shares) | 8,316 | |||||
Foreign currency translation effect | 16,433 | 16,433 | ||||
Net loss | (53,442,931) | (53,442,931) | ||||
Balance, ending at Jun. 30, 2018 | $ (29,288,663) | $ 34,219 | $ 124,273,569 | $ (69,512) | $ (1,314,000) | $ (152,212,939) |
Balance, ending (in shares) at Jun. 30, 2018 | 34,218,822 |
CONSOLIDATED STATEMENT OF CHAN6
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement Of Stockholders Equity [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (53,442,931) | $ (18,270,528) |
Adjustments to reconcile net loss to net cash flows from operating activities | ||
Depreciation and amortization | 27,468 | 9,357 |
Cost of scrapped inventory written off | 11,191 | |
Amortization of discount of convertible notes | 8,613,793 | 3,310,318 |
Foreign exchange adjustments on convertible notes and notes payable | 39,331 | 85,096 |
Loss on debt extinguishment | 3,244,769 | |
Share-based compensation | 1,665,301 | 2,803,759 |
Change in fair value of warrant derivative liabilities | (895,000) | 5,662,000 |
Change in fair value of embedded conversion option | (466,000) | |
Unrealized loss on investment in marketable securities | 33,649,314 | |
Net changes in operating assets and liabilities | ||
Investment capital reserve | (31,841,500) | |
Accounts receivable | (1,675,859) | 3,448 |
Inventories | (1,820,389) | (101,225) |
Prepaid expenses and other current assets | 79,899 | (147,143) |
Deposits | (215,923) | 106,821 |
Accounts payable and accrued expenses | 980,122 | 4,091,074 |
Deferred revenue | 2,010,876 | |
Deferred rent | 102,553 | (7,684) |
Other current liabilities | 19,961 | 36,841,500 |
Other long-term liabilities | 5,000,000 | |
Net cash flows provided by (used in) operating activities | (3,071,524) | 2,545,293 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (53,486) | (84,569) |
Purchase of marketable securities and investment at cost | (469,052) | |
Net cash flows used in investing activities | (522,538) | (84,569) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repurchase of common stock and warrants | (7,500,000) | |
Proceeds from notes payable issued | 100,000 | |
Proceeds from convertible notes payable issued, net of issuance cost and discount | 14,644,700 | 1,200,000 |
Payments of notes payable | (4,200,000) | (344,339) |
Payments of convertible notes | (20,000,000) | |
Proceeds from issuance of common stock | 275,000 | 311,600 |
Net cash flows provided by (used in) financing activities | (16,780,300) | 1,267,261 |
Effect of exchange rate changes on cash | (12,767) | 42,184 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (20,387,129) | 3,770,169 |
Cash, cash equivalents and restricted cash, beginning of period | 22,556,063 | 1,317,340 |
Cash, cash equivalents and restricted cash, end of period | 2,168,934 | 5,087,509 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES | ||
Interest paid | 1,032,423 | 557,998 |
Income taxes paid | 2,400 | $ 2,400 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INFORMATION | ||
Common stocks issued on exercise of warrants | $ 8,316 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 — BASIS OF PRESENTATION The accompanying unaudited consolidated interim financial statements of Emmaus Life Sciences, Inc. and subsidiaries (collectively, the “Company” or “Emmaus”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) on the basis that the Company will continue as a going concern. The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany transactions have been eliminated. The Company’s unaudited consolidated interim financial statements contain adjustments, including normal recurring accruals necessary to present fairly the Company’s consolidated financial position, results of operations, comprehensive income (loss) and cash flows. Due to the uncertainty of the Company’s ability to meet its current operating and capital expenses, there is substantial doubt about the Company’s ability to continue as a going concern, as the continuation and expansion of its business is dependent upon obtaining further financing, market acceptance of Endari™, and achieving a profitable level of revenues. The consolidated interim financial statements do not include any adjustments that might result from the outcome of these uncertainties. The consolidated interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission (“SEC”) on April 16, 2018 (the “Annual Report”). Interim results for the periods presented herein are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018. The preparation of the consolidated financial statements requires the use of management estimates. Actual results could differ materially from those estimates. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Refer to the Annual Report for a summary of significant accounting policies. There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2018. Below are disclosures of certain interim balances, transactions, and significant assumptions used in computing fair value as of and for the six months ended June 30, 2018 and comparative amounts from the prior fiscal periods: Accounts receivable — Accounts receivable consisted of the following: June 30, 2018 December 31, 2017 Customer Accounts Receivable Amount % of Total Accounts Receivable Amount Accounts Receivable Amount % of Total Accounts Receivable Amount US Bioservices $ 955,450 56 % $ — — ASD Healthcare 584,798 34 % — — Others 161,273 10 % 26,814 100 % Total $ 1,701,521 $ 26,814 Inventories — All of the raw material purchased during the six months ended June 30, 2018 and for the year ended December 31, 2017 were purchased from one vendor. The below table presents inventory by category: Inventories by category June 30, 2018 December 31, 2017 Raw materials and components $ 182,746 $ — Work-in-process 828,621 124,801 Finished goods 1,423,474 500,498 Total $ 2,434,841 $ 625,299 Advertising cost — Advertising costs are expensed as incurred. Advertising costs for the three months ended June 30, 2018 and 2017 were $35,503 and $8,807, respectively. Advertising costs for the six months ended June 30, 2018 and 2017 were $59,904 and $17,198, respectively. Marketable securities — The Company’s marketable securities consist of four securities; (a) 39,250 shares of capital stock of CellSeed, Inc. (“CellSeed”) which are part of 147,100 shares acquired in January 2009 for ¥100,028,000 Japanese Yen (JPY) (equivalent to $1.1 million USD), at ¥680 JPY per share; (b) 849,744 shares of capital stock of KPM Tech Co., Ltd. (“KPM”) which were acquired in October 2016 for ₩14,318,186,400 South Korean Won (KRW) (equivalent to $13.0 million USD) at ₩16,850 KRW per share; (c) 271,950 shares of capital stock of Hanil Vacuum Co., Ltd. (“Hanil”) which were acquired in October 2016 for ₩1,101,397,500 KRW (equivalent to $1.0 million USD) at ₩4,050 KRW per share; and (d) 6,643,559 shares of capital stock of Telcon, Inc. (“Telcon”) which were acquired in July 2017 for ₩36,001,446,221 KRW (equivalent to $31.8 million USD) at ₩5,419 KRW per share. As of June 30, 2018 and December 31, 2017, the closing prices per share for CellSeed on the Tokyo Stock Exchange were ¥961 ($8.68 USD) and ¥462 JPY ($4.10 USD), respectively, the closing prices per share for KPM on the Korean Securities Dealers Automated Quotations (“KOSDAQ”) were ₩1,790 ($1.61 USD) and ₩1,625 KRW ($1.52 USD), respectively, after giving effect to a 1-for-5 reverse stock split effected on June 28, 2017, respectively, the closing prices per share for Hanil on KOSDAQ were ₩1.995 ($1.79 USD) and ₩2,830 KRW ($2.65 USD), respectively, and the closing prices per share for Telcon on KOSDAQ were ₩9,850 ($8.84 USD) and ₩14,900 KRW ($13.95 USD), respectively. As of June 30, 2018 and December 31, 2017, 39,250 shares of CellSeed common stock were pledged to secure a $300,000 convertible note of the Company issued to Mitsubishi UFJ Capital III Limited Partnership that is due on demand and were classified as current assets, as marketable securities, pledged to creditor. In addition, 6,643,559 shares of Telcon and 4,248,720 shares of KPM Tech were pledged to secure the API Supply Agreement (see Note 8) in which Emmaus received $31,800,000 related to a trade advance discount. These shares were classified as current assets, as investment in marketable securities. Prepaid expenses and other current assets — Prepaid expenses and other current assets consisted of the following at June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 Prepaid insurance $ 72,756 $ 132,387 Other prepaid expenses and current assets 144,405 157,984 Total prepaid expenses $ 217,161 $ 290,371 Other long-term liabilities —Other long-term liabilities consisted of the following at June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 Trade discount $ 31,841,500 $ 31,841,500 Unearned revenue 10,000,000 5,000,000 Other long-term liabilities — 10,790 Total other long-term liabilities $ 41,841,500 $ 36,852,290 The Company has entered into an API Supply Agreement (the “API Agreement”) with Telcon pursuant to which Telcon advanced to the Company approximately ₩36.0 billion KRW (approximately $31.8 million USD) as a trade discount to supply 25% of the Company’s requirements for bulk containers of pharmaceutical grade L-glutamine (“PGLG”) for a term of five years, with 10 one-year renewal terms. The agreement will automatically renew unless terminated by either party in writing. The agreement does not include yearly purchase commitments or margin guarantees. The advance trade discount shall be applied against purchases made by the Company from Telcon over the life of the agreement. Fair value measurements — The following table presents the activity for those items measured at fair value on a recurring basis using Level 3 inputs during the six months ended June 30, 2018 and the year ended December 31, 2017: Six Months Ended Year Ended Warrant Derivative Liabilities—Stock Purchase Warrants June 30, 2018 December 31, 2017 Balance, beginning of period $ 26,377,000 $ 10,600,000 Repurchased (6,186,000 ) — Change in fair value included in the statement of comprehensive loss (580,000 ) 15,777,000 Balance, end of period $ 19,611,000 $ 26,377,000 The value of the liability classified warrants, the value of warrant derivative liabilities and the change in fair value of the liability classified warrants and warrant derivative liabilities were determined using a Binomial Monte-Carlo Cliquet (aka “Ratchet”) Option Pricing Model. The model is similar to traditional Black-Scholes-type option pricing models, except that the exercise price resets at certain dates in the future. The values as of June 30, 2018, December 31, 2017 and the initial value as of September 11, 2013 were calculated based on the following assumptions: June 30, 2018 March 31, 2018 December 31, 2017 December 31, 2016 December 31, 2015 December 31, 2014 December 31, 2013 Initial Value Stock price $ 11.30 $ 11.20 $ 11.40 $ 6.00 $ 4.70 $ 4.90 $ 3.60 $ 3.60 Risk‑free interest rate 1.88 % 2.06 % 1.62 % 1.09 % 1.23 % 1.38 % 1.75 % 1.72 % Expected volatility (peer group) 49.80 % 57.10 % 55.80 % 68.30 % 64.10 % 71.50 % 63.20 % 72.40 % Expected life (in years) 0.20 0.45 0.70 1.70 2.70 3.70 4.70 5.00 Expected dividend yield — — — — — — — — Number outstanding 2,508,501 2,520,501 3,320,501 3,320,501 3,320,501 3,320,501 3,320,501 3,320,501 Balance, end of period: Liability classified warrants $ — $ — $ — $ — $ — $ 3,206,000 $ 6,517,000 $ 7,541,000 Warrant derivative liabilities $ 19,611,000 $ 19,491,000 $ 26,377,000 $ 10,600,000 $ 7,863,000 $ 6,520,000 $ — $ — The following table presents warrants issued to GPB Debt Holdings II, LLC as described in Note 7 measured at fair value as of June 30, 2018: Six Months Ended June 30, 2018 Year Ended December 31, 2017 Liability Instrument—GPB Warrants Embedded Conversion Option Warrants Embedded Conversion Option Balance, beginning of period $ 1,882,000 $ 1,289,000 $ — $ — Fair value at issuance date — — 1,882,000 1,289,000 Change in fair value included in the statement of comprehensive loss (315,000 ) (466,000 ) — — Extinguished upon debt repayment — (823,000 ) — — Balance, end of period $ 1,567,000 $ — $ 1,882,000 $ 1,289,000 Debt and related party debt — The following table presents the effective interest rates on loans originated and refinanced in the respective periods that either had a beneficial conversion feature or an attached warrant: Type of Loan Term of Loan Stated Annual Interest Original Loan Principal Amount Conversion Rate Beneficial Conversion Discount Amount Warrants Issued with Notes Exercise Price Warrant FMV Discount Amount Effective Interest Rate Including Discounts 2017 convertible notes payable Due on demand - 3 years 10% - 13.5% $ 36,113,296 $3.50 - $10.31 $ 11,678,725 240,764 $ 10.80 $ 1,882,000 10% - 110% 2018 convertible notes payable Due on demand - 2 years 10% 22,894,055 $3.50 - $10.00 9,220,856 — — — 22% - 110% $ 59,007,351 $ 20,899,581 240,764 $ 1,882,000 Related party notes are disclosed as separate line items in the Company’s consolidated balance sheets. Renenues, net — For the three months ended June 30, 2018 and 2017, the Company earned revenue from customers as outlined in the table below: Customer Revenue for the Three Months Ended June 30, 2018 % of Total Revenue for the Three Months Ended June 30, 2018 Revenue for the Three Months Ended June 30, 2017 % of Total Revenue for the Three Months Ended June 30, 2017 US Bioservices $ 2,288,975 89 % $ — — Johnson Chemical Pharmaceutical Works Co. Ltd. 137,722 5 % 49,467 42 % Others 144,400 6 % 69,174 58 % Total $ 2,571,097 $ 118,641 For the six months ended June 30, 2018 and 2017, the Company earned revenue from customers as outlined in the table below: Customer Revenue for the Six Months Ended June 30, 2018 % of Total Revenue for the Six Months Ended June 30, 2018 Revenue for the Six Months Ended June 30, 2017 % of Total Revenue for the Six Months Ended June 30, 2017 US Bioservices $ 2,949,894 88 % $ — — Johnson Chemical Pharmaceutical Works Co. Ltd. 163,822 5 % 113,767 50 % Others 238,695 7 % 112,351 50 % Total $ 3,352,411 $ 226,118 Net loss per share — As of June 30, 2018 and 2017, respectively, potentially dilutive securities exercisable or convertible into 17,143,773 and 15,568,835 shares of Company common stock were outstanding. No potentially dilutive securities were included in the calculation of diluted net loss per share since their effect would be anti-dilutive for all periods presented. Recent accounting pronouncements —In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . The amendments applicable to the Company in this Update (1) supersede the guidance to classify equity securities, except equity method securities, with readily determinable fair values into trading or available-for-sale categories and require equity securities to be measured at fair value with changes in the fair value recognized through net income, (2) allow equity investments that do not have readily determinable fair values to be remeasured at fair value either upon the occurrence of an observable price change or upon identification of an impairment, (3) require assessment for impairment of equity investments without readily determinable fair values qualitatively at each reporting period, (4) eliminate the requirement to disclose the methods and significant assumptions used in calculating the fair value of financial instruments required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (5) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (6) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements, (7) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. This Update was effective beginning January 1, 2018 and the Company is now recognizing any changes in the fair value of certain equity investments in net income as prescribed by the new standard rather than in other comprehensive income. The Company recognized a cumulative effect adjustment to increase the opening balance of retained earnings as of January 1, 2018 by $41.4 million, net of $12.3 million income tax benefit. Refer to Note 4 for additional disclosures required by this ASU. In February 2016, the FASB issued ASU No. 2016-02, Leases In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In February 2018, the FASB issued ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities Fair Value Measurement Derivatives and Hedging— Embedded Derivatives Financial Instruments— Overall |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 — PROPERTY AND EQUIPMENT Property and equipment consisted of the following at: June 30, 2018 December 31, 2017 Equipment $ 269,009 $ 225,615 Leasehold improvements 66,312 61,054 Furniture and fixtures 79,001 74,090 Subtotal 414,322 360,759 Less: accumulated depreciation (276,277 ) (255,457 ) Total $ 138,045 $ 105,302 During the three months ended June 30, 2018 and 2017, depreciation expense was $7,693 and $4,049, respectively. During the six months ended June 30, 2018 and 2017, depreciation expense was $20,748 and $9,357, respectively. |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2018 | |
Investments [Abstract] | |
INVESTMENTS | NOTE 4 — INVESTMENTS Equity Securities— Effective January 1, 2018, the Company adopted ASU 2016-01 which requires the Company to measure all equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in earnings. The Company use quoted market prices to determine the fair value of equity securities with readily determinable fair values. For equity securities without readily determinable fair values, the Company has elected the measurement alternative under which the Company measures these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Management assesses each of these investments on an individual basis. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired. During the six months ended June 30, 2018, the Company did not recognize any fair value adjustments for equity securities without readily determinable fair values. The Company recognized a cumulative effect adjustment of $41.4 million, net of $12.3 million income tax benefit, to increase the opening balance of retained earnings with an offset to accumulated other comprehensive income as of January 1, 2018, in connection with the adoption of ASU 2016-01. For fiscal periods beginning prior to January 1, 2018, marketable equity securities not accounted for under the equity method were classified as available-for-sale. There were no marketable equity securities classified as trading. For equity securities classified as available-for-sale, realized gains and losses were included in net loss. Unrealized gains and losses on equity securities classified as available-for-sale were recognized in accumulated other comprehensive income (loss), net of deferred taxes. In addition, the Company had equity securities without readily determinable fair values that were recorded at cost. For these cost method investments, the Company recorded dividend income, if any, when applicable dividends were declared. Cost method investments were reported as other investments in our consolidated balance sheets, and dividend income from cost method investments was reported in other income (loss) net in our consolidated statements of comprehensive loss. The Company reviewed all of its cost method investments quarterly to determine if impairment indicators were present; however, the Company was not required to determine the fair value of these investments unless impairment indicators existed. When impairment indicators did exist, the Company generally used discounted cash flow analyses to determine the fair value. The Company estimated that the fair values of its cost method investments approximated their carrying values as of December 31, 2017. The Company’s cost method investments had a carrying value of $65,520 as of December 31, 2017. As of June 30, 2018, the carrying values of our equity securities were included in the following line items in our consolidated balance sheets: At June 30, 2018 Fair Value with Changes Recognized in Income Measurement Alternative - No Readily Determinable Fair Value Marketable securities $ 66,348,007 $ — Other investments — 538,202 Total equity securities $ 66,348,007 $ 538,202 The calculation of net unrealized gains and losses for the period that relate to equity securities still held at June 30, 2018 is as follows: Six Months Ended June 30, 2018 Net losses recognized during the period related to equity securities $ (33,649,314 ) Less: Net gain (loss) recognized during the period related to equity securities sold during the period — Unrealized gain (loss) recognized during the period related to equity securities still held at the end of the period $ (33,649,314 ) As of December 31, 2017, equity securities consisted of the following: Gross Unrealized Estimated Cost Gains Losses Fair Value Trading securities $ — $ — $ — $ — Available-for-sale securities 46,209,017 60,812,231 (6,958,406 ) 100,062,842 Total equity securities $ 46,209,017 $ 60,812,231 $ (6,958,406 ) $ 100,062,842 As of December 31, 2017, the Company had investments classified as available-for-sale in which our cost basis exceeded the fair value of our investment. Management assessed each of the investment in marketable securities that were in a gross unrealized loss position on an individual basis to determine if the decline in fair value was other than temporary. Management's assessment as to the nature of a decline in fair value is based on, among other things, the length of time and the extent to which the market value has been less than our cost basis; the financial condition and near-term prospects of the issuer; and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value. As a result of these assessments, management determined that the decline in fair value of these investments was not other than temporary and did not record any impairment charges. As of December 31, 2017, the fair values of our equity securities were included in the following line items in our consolidated balance sheets: Available-for-Sale Securities Marketable securities $ 99,997,322 Long-term investment at cost 65,520 Total equity securities $ 100,062,842 There were no sales of available-for-sale equity securities during the six months ended June 30, 2018. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2018 | |
Payables And Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 5 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following at: June 30, 2018 December 31, 2017 Accounts payable: Regulatory fees $ — $ 715,999 Clinical and regulatory expenses 112,130 116,736 Commercialization consulting fees 13,574 30,000 Manufacturing cost 496,494 217,155 Legal expenses 106,832 87,701 Consulting fees 365,285 147,038 Accounting fees 54,012 67,293 Selling expenses 1,249,502 35,383 Investor relations and public relations expenses 12,750 45,526 Board member compensation 183,333 11,200 Other vendors 391,774 125,605 Total accounts payable 2,985,686 1,599,636 Accrued interest payable, related parties 568,730 318,120 Accrued interest payable 1,622,275 1,449,154 Accrued expenses: Wages and payroll taxes payable 110,964 1,711,541 Deferred salary 291,667 291,667 Paid vacation payable 241,071 186,978 Other accrued expenses 157,938 138,214 Total accrued expenses 801,640 2,328,400 Total accounts payable and accrued expenses $ 5,978,331 $ 5,695,310 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 — NOTES PAYABLE Notes payable consisted of the following at June 30, 2018 and December 31, 2017: Year Issued Interest Rate Range Term of Notes Conversion Price Principal Outstanding June 30, 2018 Discount Amount June 30, 2018 Carrying Amount June 30, 2018 Shares Underlying Notes June 30, 2018 Principal Outstanding December 31, 2017 Discount Amount December 31, 2017 Carrying Amount December 31, 2017 Shares Underlying Notes December 31, 2017 Notes payable 2013 10% Due on demand — $ 903,100 $ — $ 903,100 — $ 887,600 $ — $ 887,600 — 2015 10% Due on demand — 10,000 — 10,000 — — — — — 2016 10% - 11% Due on demand — 843,335 — 843,335 — 833,335 — 833,335 — 2017 11% Due on demand — 2,568,548 — 2,568,548 — 6,150,208 — 6,150,208 — 2018 11% Due on demand — 111,000 — 111,000 — — — — — $ 4,435,983 $ — $ 4,435,983 — $ 7,871,143 $ — $ 7,871,143 — Current $ 4,435,983 $ — $ 4,435,983 — $ 7,871,143 $ — $ 7,871,143 — Non-current $ — $ — $ — — $ — $ — $ — — Notes payable - related party 2015 11% Due on demand — — — — — 310,000 — 310,000 — 2016 10% Due on demand — 270,000 — 270,000 — 810,510 — 810,510 — 2017 10% Due on demand — 915,751 — 915,751 — 915,751 — 915,751 — 2018 11% Due on demand — 159,222 — 159,222 — — — — — $ 1,344,973 $ — $ 1,344,973 — $ 2,036,261 $ — $ 2,036,261 — Current $ 1,344,973 $ — $ 1,344,973 — $ 2,036,261 $ — $ 2,036,261 — Non-current $ — $ — $ — — $ — $ — $ — — Convertible notes payable 2011 10% 5 years $ 3.05 $ 300,000 $ — $ 300,000 98,285 $ 300,000 $ — $ 300,000 98,285 2014 10% Due on demand - 2 years $3.05 - $3.60 504,482 — 504,482 176,720 486,878 — 486,878 168,766 2016 10% 1 year - 2 years $3.60 - $4.50 182,495 18,256 164,239 54,790 1,516,329 83,298 1,433,031 441,048 2017 10% Due on demand - 2 years $3.50 - $10.00 5,256,547 1,852,916 3,403,631 1,409,247 36,113,296 11,232,423 24,880,873 5,357,488 2018 10% Due on demand - 2 years $3.50 - $10.00 13,494,055 4,660,330 8,833,725 3,611,398 — — — — $ 19,737,579 $ 6,531,502 $ 13,206,077 5,350,440 $ 38,416,503 $ 11,315,721 $ 27,100,782 6,065,587 Current $ 13,230,978 $ 5,060,562 $ 8,170,416 3,552,804 $ 12,860,912 $ 5,835,910 $ 7,025,002 3,449,984 Non-current $ 6,506,601 $ 1,470,940 $ 5,035,661 1,797,636 $ 25,555,591 $ 5,479,811 $ 20,075,780 2,615,603 Convertible notes payable - related party 2012 10% Due on demand $ 3.30 $ 200,000 $ — $ 200,000 71,127 $ 200,000 $ — $ 200,000 68,122 2015 10% 2 years $ 4.50 200,000 — 200,000 56,109 200,000 — 200,000 53,905 2017 10% 2 years $ 10.00 5,000,000 503,125 4,496,875 507,465 — — — — 2018 10% 2 years $ 10.00 9,400,000 1,243,337 8,156,663 971,577 — — — — $ 14,800,000 $ 1,746,462 $ 13,053,538 1,606,278 $ 400,000 $ — $ 400,000 122,027 Current $ 400,000 $ — $ 400,000 127,236 $ 400,000 $ — $ 400,000 122,027 Non-current $ 14,400,000 $ 1,746,462 $ 12,653,538 1,479,042 $ — $ — $ — — Total $ 40,318,535 $ 8,277,964 $ 32,040,571 6,956,718 $ 48,723,907 $ 11,315,721 $ 37,408,186 6,187,614 The weighted average stated interest rates of notes payable as of June 30, 2018 and December 31, 2017 were 10% and 11%, respectively. The weighted average effective interest rates of notes payable for the six-month period ended June 30, 2018 and the year ended December 31, 2017 were 39% and 24% respectively, after giving effect to discounts relating to beneficial conversion features and the fair value of warrants issued in connection with these notes. The notes payable and convertible notes payable do not have restrictive financial covenants or acceleration clauses associated with a material adverse change event. The holders of the convertible notes have the option to convert their notes into Company common stock at the stated conversion price during the term of their convertible notes. Conversion prices on these convertible notes payable range from $3.05 to $10.00 per share. Certain notes with a $4.50 or a $10.00 stated conversion price in the second year of their two-year term are subject to automatic conversion into shares of Company common stock at a conversion price equal to 80% of the initial public offering price at the time of a qualified public offering. All notes due on demand are treated as current liabilities. Contractual principal payments due on notes payable are as follows: Year Ending Amount 2018 (six months) $ 18,528,269 2019 5,883,665 2020 15,906,601 Total $ 40,318,535 The Company estimated the total fair value of any beneficial conversion feature and accompanying warrants in allocating the note proceeds. The proceeds allocated to the beneficial conversion feature were determined by taking the estimated fair value of shares issuable under the convertible notes less the fair value of the number of shares that would be issued if the conversion rate equaled the fair value of Company common stock as of the date of issuance (see Note 2). The fair value of the warrants issued in conjunction with notes was determined using the Black Scholes Merton Option Pricing Model with the following inputs for the period ended December 31, 2017. 2018 2017 Stock price — $ 11.40 Exercise price — $ 10.80 Term — 5 years Risk‑free interest rate — 2.20 % Expected dividend yield — — Expected volatility — 70.0 % In situations where the notes included both a beneficial conversion feature and a warrant, the proceeds were allocated to the warrants and beneficial conversion feature based on their respective pro rata fair values. The Company did not issue any warrants in conjunction with notes in the six months ended June 30, 2018. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders Equity Note [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 7 — STOCKHOLDERS’ DEFICIT Private placement — On September 11, 2013, the Company issued an aggregate of 3,020,501 units at a price of $2.50 per unit (the “Private Placement”). Each unit consisted of one share of common stock and one common stock warrant for the purchase of an additional share of common stock. The aggregate purchase price for the units was $7,551,253. In addition, 300,000 warrants for the purchase of a share of common stock were issued to a broker under the same terms as the Private Placement transaction (the “Broker Warrants”). The warrants issued in the Private Placement and the Broker Warrants entitle the holders thereof to purchase, at any time on or prior to September 11, 2018, shares of common stock of the Company at an exercise price of $3.50 per share. The warrants contain non-standard anti-dilution protection and, consequently, are being accounted for as liabilities, were originally recorded at fair value, and are adjusted to fair market value each reporting period. Because the shares of common stock underlying the Private Placement warrants and Broker Warrants were not effectively registered for resale by September 11, 2014, the warrant holders have an option to exercise the warrants using a cashless exercise feature. The shares have not been registered for resale as of June 30, 2018. The availability to warrant holders of the cashless exercise feature as of September 11, 2014 caused the then-outstanding 2,225,036 Private Placement warrants and Broker Warrants with fair value of $7,068,000 to be reclassified from liability classified warrants to warrant derivative liabilities and to continue to be remeasured at fair value each reporting period. On June 10, 2014, certain warrant holders exercised 1,095,465 warrants issued in the Private Placement for the exercise price of $3.50 per share, resulting in the Company receiving aggregate exercise proceeds of $3.8 million and issuing 1,095,465 shares of common stock. Prior to exercise, these Private Placement warrants were accounted for at fair value as liability classified warrants. As of June 10, 2014, immediately prior to exercise, the carrying value of these Private Placement warrants was reduced to their fair value immediately prior to exercise of $1.8 million, representing their intrinsic value, with this adjusted carrying value of $1.8 million being transferred to additional paid-in capital. Also on June 10, 2014, based on an offer made to holders of Private Placement warrants in connection with such exercises, the Company issued an aggregate of 1,095,465 replacement warrants to holders exercising Private Placement warrants, which replacement warrants have terms that are generally the same as the exercised warrants, including an expiration date of September 11, 2018 and an exercise price of $3.50 per share. The replacement warrants are treated for accounting purposes as liability classified warrants, and their issuance gave rise to a $3.5 million warrant exercise inducement expense based on their fair value as of issuance as determined using a Binomial Monte-Carlo Cliquet (aka Ratchet) Option Pricing Model. Because the shares of common stock underlying the replacement warrants were not effectively registered for resale by June 10, 2015, the warrant holders have an option to exercise the warrants using a cashless exercise feature. The shares have not been registered for resale as of June 30, 2018. The availability to warrant holders of the cashless exercise feature as of June 10, 2015 caused the then-outstanding 1,095,465 replacement warrants with fair value of $2,545,000 to be reclassified from liability classified warrants to warrant derivative liabilities and to continue to be remeasured at fair value each reporting period. As of June 30, 2018, the aggregate fair value of the Private Placement warrants, replacement warrants and the Broker Warrants was $19,611,000 (see Note 2). For further details regarding registration rights associated with the Private Placement warrants, replacement warrants and Broker Warrants, see the Registration Rights section below in this footnote. A summary of outstanding warrants as of June 30, 2018 and December 31, 2017 is presented below: Six Months Ended Year Ended June 30, 2018 December 31, 2017 Warrants outstanding, beginning of period 5,265,432 5,024,668 Granted — 240,764 Exercised (8,316 ) — Cancelled, forfeited and expired (853,684 ) — Warrants outstanding, end of period 4,403,432 5,265,432 A summary of outstanding warrants by year issued and exercise price as of June 30, 2018 is presented below: Outstanding Exercisable Year issued and Exercise Price Number of Warrants Issued Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Total Weighted Average Exercise Price At December 31, 2013 $ 3.30 — — $ 3.30 — $ 3.30 $ 3.50 1,413,036 0.26 $ 3.50 1,413,036 $ 3.50 2013 total 1,413,036 1,413,036 At December 31, 2014 $ 3.50 1,145,465 0.23 $ 3.50 1,145,465 $ 3.50 2014 Total 1,145,465 1,145,465 At December 31, 2015 $ 4.90 110,417 1.68 $ 4.90 110,417 $ 4.90 2015 Total 110,417 110,417 $ 4.50 118,750 3.00 $ 4.50 118,750 $ 4.50 $ 4.70 75,000 2.84 $ 4.70 75,000 $ 4.70 $ 5.00 1,300,000 2.86 $ 5.00 1,300,000 $ 5.00 2016 Total 1,493,750 1,493,750 At December 31, 2017 $ 10.80 240,764 5.00 $ 10.80 240,764 $ 10.80 At June 30, 2018 Total 4,403,432 4,403,432 Stock options — During the six months ended June 30, 2018, the Company granted 30,000 options to its directors. During the year ended December 31, 2017, 50,000 options were granted by the Company’s Board of Directors to a consultant. These options vested immediately, have an exercise price of $11.40 per share and are exercisable through 2027. As of June 30, 2018, there were 6,755,200 options outstanding under the Company’s 2011 Stock Incentive Plan. Summaries of outstanding options as of June 30, 2018 and December 31, 2017 are presented below. June 30, 2018 December 31, 2017 Number of Options Weighted‑ Average Exercise Price Number of Options Weighted‑ Average Exercise Price Options outstanding, beginning of period 6,775,200 $ 4.12 6,955,200 $ 4.10 Granted or deemed issued 30,000 $ 11.40 50,000 $ 11.40 Exercised — $ — (11,895 ) $ 4.19 Cancelled, forfeited and expired (50,000 ) $ 5.00 (218,105 ) $ 4.98 Options outstanding, end of period 6,755,200 $ 4.15 6,775,200 $ 4.12 Options exercisable, end of period 6,041,750 $ 4.02 5,604,439 $ 3.95 Options available for future grant 2,244,800 2,224,800 During the six months ended June 30, 2018 and 2017, the Company recognized $1.7 million and $2.8 million, respectively, of share-based compensation expense arising from stock options. As of June 30, 2018, there was $2.2 million of total unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Company’s 2011 Stock Incentive Plan. That expense is expected to be recognized over the weighted-average remaining period of 0.9 years. Registration rights — Pursuant to the Purchase Warrant relating to the GPB Debt Holdings II, LLC issued by the Company on December 29, 2017, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “Commission”) relating to the offer and sale by GPB of the Company Shares underlying the Warrants. The Company is required to file a registration statement within one hundred eighty (180) days of closing of a public listing of the Company’s Common Stock for trading on any national securities exchange (excluding any over-the-counter market), whether through a direct listing application or merger transaction. The Company is required to have the registration statement become effective on the earlier of (A) the date that is two-hundred and forty (240) days following the later to occur of (i) the date of closing of the public listing or (ii) or in the event the registration statement receives a “full review” by the Commission, the date that is 300 days following the date of closing of the public listing, or (B) the date which is within three (3) business days after the date on which the Commission informs the Company (i) that the Commission will not review the registration statement or (ii) that the Company may request the acceleration of the effectiveness of the registration statement. If the Company does not effect such registration within that period of time, it will be required to pay GPB for liquidated damages an amount of cash equal to 2% of the product of (i) the number of Registrable Securities and (ii) the Closing Sale Price or Closing Bid Price as of the trading day immediately prior to the Event Date, such payments to be made on the Event Date and every thirty (30) day anniversary thereafter with a maximum penalty of 12% until the applicable Event is cured; provided, however, that in the event the Commission does not permit all of the Registrable Securities to be included in the Registration Statement because of its application of Rule 415, liquidated damages shall only be payable by the Company based on the portion of the Holder’s initial investment in the Securities that corresponds to the number of such Holder’s Registrable Securities permitted to be registered by the Commission in such Registration Statement pursuant to Rule 415. Pursuant to the Subscription Agreements relating to the Private Placement and certain warrants, as well as the replacement warrants issued by the Company on June 10, 2014, the Company agreed to use its commercially reasonable best efforts to have on file with the SEC, by September 11, 2014 and at the Company’s sole expense, a registration statement to permit the public resale of 4,115,966 shares of Company common stock and 3,320,501 shares of common stock underlying warrants (collectively, the “Registrable Securities”). In the event such registration statement includes securities to be offered and sold by the Company in a fully underwritten primary public offering pursuant to an effective registration under the Securities Act of 1933, as amended (the “Securities Act”), and the Company is advised in good faith by any managing underwriter of securities being offered pursuant to such registration statement that the number of Registrable Securities proposed to be sold in such offering is greater than the number of such securities which can be included in such offering without materially adversely affecting such offering, the Company will include in such registration the following securities in the following order of priority: (i) any securities the Company proposes to sell, and (ii) the Registrable Securities, with any reductions in the number of Registrable Securities actually included in such registration to be allocated on a pro rata basis among the holders thereof. The registration rights described above apply until all Registrable Securities have been sold pursuant to Rule 144 under the Securities Act or may be sold without registration in reliance on Rule 144 under the Securities Act without limitation as to volume and without the requirement of any notice filing. If the shares of common stock underlying these warrants to purchase 3,320,501 shares are not registered for resale at the time of exercise, and the registration rights described above then apply with respect to the holder of such warrants, such holder may exercise such warrants on a cashless basis. In such a cashless exercise of all the shares covered by the warrant, the warrant holder would receive a number of shares equal to the quotient of (i) the difference between the fair market value of the common stock, as defined, and the $3.50 exercise price, as adjusted, multiplied by the number of shares exercisable under the warrant, divided by (ii) the fair market value of the common stock, as defined. As of June 30, 2018, based on a fair market value of a share of Company common stock of $11.30 and 2,520,501 warrants issued and outstanding and eligible for cashless exercise after cancellation of 800,000 of such warrants as of March 29, 2018, the maximum number of shares the Company would be required to issue, if the warrant holders elected to exercise the cashless exercise feature with respect to all then eligible warrants, is 1,739,815 shares. If the fair market value of a share of Company common stock were to increase by $1.00 from $11.30 to $12.30, the maximum number of shares the Company would be required to issue, if the warrant holders elected to exercise the cashless exercise feature with respect to all then eligible warrants, would increase to 1,803,285 shares as of June 30, 2018. The Company has not yet filed a registration statement with respect to the resale of the Registrable Securities. The Company believes that it has used commercially reasonable efforts to file a registration statement with respect to the resale of Registrable Securities. Korean Private Placement — On September 12, 2016, the Company entered into Letter of Agreement with KPM and Hanil, both Korean-based public companies whose shares are listed on KOSDAQ, a trading board of Korea Exchange in South Korea. In the Letter of Agreement, the parties agreed that KPM and Hanil would purchase $17.0 million and $3.0 million, respectively, of shares of the Company’s common stock at a price of $4.50 per share. In exchange, the Company agreed to invest $13.0 million and $1.0 million in future capital increases by KPM and Hanil, respectively, at prices based upon the trading prices of KPM and Hanil shares on KOSDAQ. In connection with the Letter of Agreement, KPM and Hanil entered into the Company’s standard form subscription agreement with respect to their purchase of shares which contains customary representations and warranties of the parties. On September 29, 2016, KPM and Hanil purchased from the Company 3,777,778 shares and 666,667 shares, respectively, of common stock at a price of $4.50 a share for $17 million and $3 million, respectively, or a total of $20.0 million. The Company recognized $720,000 as a reduction to its additional paid-in-capital for fees and commissions payable by the Company in connection with the transaction. Pursuant to the terms of the Letter of Agreement dated September 12, 2016, the Company invested $13.0 million and $1.0 million in capital increases by KPM and Hanil, respectively, at $15.32 and $3.68, respectively, per capital share. Pursuant to the terms of a subscription agreement dated as of September 11, 2013 among the Company and certain purchasers of shares of the Company’s common stock and warrants to purchase shares of our common stock, the purchasers are entitled to participation rights with respect to the sale of shares or placement of debt. To the extent the purchasers exercise their participation rights, the Company may be obliged to sell to them a specified number of shares of our common stock at the price per share and other terms set forth in the Letter of Agreement. There can be no assurance that any purchaser will exercise its participation rights or that any shares of the Company’s common stock will be issued to any purchaser. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 — COMMITMENTS AND CONTINGENCIES Distribution contracts —To support Endari sales, the Company has selected AmerisourceBergen for its integrated commercialization solution, US Bioservices as the Specialty Pharmacy, ASD Healthcare for Specialty Distribution and ICS for third-party logistics. Cardinal Health Specialty Pharmacy Services has been contracted to distribute NutreStore to other wholesale distributors and some independent pharmacies since April 2008. On August 29, 2017, the Company signed a distributor agreement, effective as of August 23, 2017, with Megapharm Ltd., an Israeli Corporation (“Megapharm”), under which the Company granted Megapharm the exclusive rights to distribute Endari in Israel and in the Palestinian Authority (“the Territories”). The term of the distributor agreement is for seven years from the product registration approval in the territory, unless earlier terminated as provided therein, and will renew with respect to a particular territory automatically for successive one-year terms unless terminated by either party by written notice to the other party no less than 60 days prior to the date the term would renew. In the distributor agreement, Megapharm agrees to use its reasonable best efforts to actively and diligently promote the sale of Endari in the Territories and to maintain a competent and experienced sales force to serve each of the Territories. Megapharm also agrees in the distributor agreement to purchase from the Company specified annual minimum quantities of Endari during each of the first five years of the term. The distributor agreement contains customary representations and warranties of the parties and customary mutual indemnification provisions. Operating leases — The Company leases its office space under operating leases with unrelated entities. The Company has opened its New York office in February 2018 to support a sales team focused on commercial sales for Endari. The rent expense during the three months ended June 30, 2018 and 2017 amounted to $178,123 and $141,790, respectively. The rent expense during the six months ended June 30, 2018 and 2017 amounted to $302,410 and $293,102, respectively. Future minimum lease payments under the agreements are as follows as of June 30, 2018: Year Amount 2018 (six months) $ 203,604 2019 687,032 2020 611,012 2021 626,545 2022 646,047 Thereafter 777,344 Total $ 3,551,584 Management Control Acquisition Agreement — As reported in its Form 8-K filed on June 19, 2017 and Form 10-Q filed on August 17, 2017, on June 12, 2017, the Company entered into a Management Control Acquisition Agreement (the “MCAA”) with Telcon Holdings, Inc. (“Telcon Holdings”), a Korean corporation, and Telcon (“Telcon”), a Korean-based public company whose shares are listed on KOSDAQ, a trading board of Korea Exchange in South Korea. In accordance with the MCAA, the Company invested ₩36.0 billion KRW (approximately $31.8 million USD) to purchase 6,643,559 shares of Telcon’s common stock shares at a purchase price of ₩5,419 KRW (approximately $4.79 USD) per share. Upon consummation of the MCAA, the Company became Telcon’s largest shareholder owning approximately 10.3% of Telcon’s outstanding common stock shares and received representation on its board of directors. Subsequent to entering into the MCAA, the Company held discussions with Telcon Holdings and Telcon to re-negotiate and clarify certain of the terms in the MCAA. On September 29, 2017, the Company executed a revised agreement with Telcon Holdings and Telcon which called for the Company’s representatives on Telcon’s board of directors to resign effective as of September 29, 2017 and granted the voting rights of the Company’s shares of Telcon’s common stock to Telcon Holdings to change the composition of the board of directors of Telcon. In addition, the revised agreement contains a provision for Telcon Holdings or any persons designated by Telcon Holdings to lend to the Company a bridge loan for $3.5 million. The Company has repaid the loan in full along with any interest accrued at 5% per annum immediately upon receipt of the $10.0 million due by December 31, 2017 under the distribution agreements for diverticulosis treatment for the geographical regions of Korea, Japan, China, and Australia. The loan was collateralized by a $5.0 million security interest in the amount due to the Company for the aforementioned distribution agreements as well as by shares of Telcon and KPM held by the Company pledged as additional security interest for the loan. API Supply Agreement — The Company reported in its Form 8-K filed on June 19, 2017, that on June 12, 2017, the Company entered into an API Supply Agreement (the “API Agreement”) with Telcon pursuant to which Telcon paid the Company approximately ₩36.0 billion KRW (approximately $31.8 million USD) in consideration of the right to supply 25% of the Company’s requirements for bulk containers of PGLG for a fifteen-year term. Due to unforeseen circumstances, the Company and Telcon held new discussions to re-negotiate certain terms of the API Agreement. The Company and Telcon made significant changes to critical terms of the API Agreement, which resulted in the Company and Telcon signing a Raw Material Supply Agreement (“Revised API Agreement”) on July 12, 2017. The Revised API Agreement is effective for a term of five years with 10 one-year renewal periods for a maximum of 15 years and the agreement will automatically renew unless terminated by either party in writing. The Revised API Agreement does not include yearly purchase commitments or margin guarantees, but revises the API Agreement such that a unit price is established for 940,000 kilograms of PGLG at $50 USD per kilogram for a total of $47.0 million over the 15 years. The Revised API Supply Agreement is silent on yearly purchase commitments and margin guarantees on purchases of $5.0 million and $2.5 million, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 — RELATED PARTY TRANSACTIONS The following table sets forth information relating to our loans from related persons outstanding as of the date hereof or at any time during the six months ended June 30, 2018: Class Lender Interest Rate Date of Loan Term of Loan Principal Amount Outstanding at June 30, 2018 Highest Principal Outstanding Amount of Principal Repaid or Converted into Stock Amount of Interest Paid Conversion Rate Shares Underlying Notes June 30, 2018 Current, Promissory note payable to related parties: Masaharu & Emiko Osato (3) 11% 12/29/2015 Due on Demand — 300,000 300,000 76,036 — — Yutaka Niihara (2)(3) 10% 5/21/2015 Due on Demand — 826,105 94,339 61,829 — — Masaharu & Emiko Osato (3) 11% 2/25/2016 Due on Demand — 400,000 400,000 94,389 — — Hope Hospice (1) 10% 4/4/2016 Due on Demand — 50,000 50,000 8,110 — — Lan T. Tran (2) 10% 4/29/2016 Due on Demand 20,000 20,000 — — — — Hope Hospice (1) 10% 6/3/2016 Due on Demand 250,000 250,000 — — — — Lan T. Tran (2) 10% 2/9/2017 Due on Demand 12,000 12,000 — — — — Yutaka Niihara (2)(3) 10% 9/14/2017 Due on Demand 903,751 903,751 — — — — Lan T. Tran (2) 10% 2/10/2018 Due on Demand 159,222 159,222 — — — — Subtotal $ 1,344,973 $ 2,921,078 $ 844,339 $ 240,364 Current, Convertible notes payable to related parties: Yasushi Nagasaki (2) 10% 6/29/2012 Due on Demand $ 200,000 $ 388,800 $ 188,800 $ 57,886 $ 3.30 71,127 Charles & Kimxa Stark (2) 10% 10/1/2015 2 years — 20,000 20,000 4,405 $ 4.50 — Yutaka & Soomi Niihara (2)(3) 10% 11/16/2015 2 years 200,000 200,000 — — $ 4.50 56,109 Subtotal $ 400,000 $ 608,800 $ 208,800 $ 62,291 127,236 Non-Current, Convertible notes payable to related parties: Wei Peu Zen (3) 10% 11/6/2017 2 years 5,000,000 5,000,000 — 250,000 $ 10.00 507,465 Profit Preview Int'l Group, Ltd. (4) 10% 2/1/2018 2 years 4,037,000 4,037,000 — — $ 10.00 420,290 Profit Preview Int'l Group, Ltd. (4) 10% 3/21/2018 2 years 5,363,000 5,363,000 — — $ 10.00 551,287 Subtotal $ 14,400,000 $ 14,400,000 $ — $ 250,000 1,479,042 Total $ 16,144,973 $ 17,929,878 $ 1,053,139 $ 552,655 1,606,278 (1) Dr. Niihara, a Director and Chief Executive Officer of the Company, is also the Chief Executive Officer of Hope Hospice. (2) Officer. (3) Director. (4) Mr. Zen, a Director, is the sole owner of Profit Preview Int'l Group, Ltd. The following table sets forth information relating to our loans from related persons outstanding as of the date hereof or at any time during the year ended December 31, 2017: Class Lender Interest Rate Date of Loan Term of Loan Principal Amount Outstanding at December 31, 2017 Highest Principal Outstanding Amount of Principal Repaid or Converted into Stock Amount of Interest Paid Conversion Rate Shares Underlying Notes December 31, 2017 Current, Promissory note payable to related parties: Hope Hospice (1) 8% 1/17/2012 Due on Demand $ — $ 200,000 $ 200,000 $ 7,331 — — Hope Hospice (1) 8% 6/14/2012 Due on Demand — 200,000 200,000 14,762 — — Hope Hospice (1) 8% 6/21/2012 Due on Demand — 100,000 100,000 7,249 — — Hope Hospice (1) 8% 2/11/2013 Due on Demand — 50,000 50,000 1,559 — — Hope Hospice (1) 10% 1/7/2015 Due on Demand — 100,000 100,000 28,630 — — IRA Service Trust Co. FBO Peter B. Ludlum (2) 10% 2/20/2015 Due on Demand 10,000 10,000 — — — — Masaharu & Emiko Osato (3) 11% 12/29/2015 Due on Demand 300,000 300,000 — — — — Yutaka Niihara (2)(3) 10% 5/21/2015 Due on Demand — 826,105 94,339 61,829 — — Lan T. Tran (2) 11% 2/10/2016 Due on Demand 130,510 130,510 — — — — Masaharu & Emiko Osato (3) 11% 2/25/2016 Due on Demand 400,000 400,000 — — — — Hope Hospice (1) 10% 4/4/2016 Due on Demand — 50,000 50,000 8,110 — — Lan T. Tran (2) 10% 4/29/2016 Due on Demand 20,000 20,000 — — — — IRA Service Trust Co. FBO Peter B. Ludlum (2) 10% 5/5/2016 Due on Demand 10,000 10,000 — — — — Hope Hospice (1) 10% 6/3/2016 Due on Demand 250,000 250,000 — — — — Lan T. Tran (2) 10% 2/9/2017 Due on Demand 12,000 12,000 — — — — Yutaka Niihara (2)(3) 10% 9/14/2017 Due on Demand 903,751 903,751 — — — — Subtotal $ 2,036,261 $ 3,562,366 $ 794,339 $ 129,470 — Current, Convertible notes payable to related parties: Yasushi Nagasaki (2) 10% 6/29/2012 Due on Demand $ 200,000 $ 388,800 $ 188,800 $ 57,886 $ 3.30 68,122 Charles & Kimxa Stark (2) 10% 10/1/2015 2 years — 20,000 20,000 4,405 $ 4.50 — Yutaka & Soomi Niihara (2)(3) 10% 11/16/2015 2 years 200,000 200,000 — — $ 4.50 53,905 Subtotal $ 400,000 $ 608,800 $ 208,800 $ 62,291 122,027 Total $ 2,436,261 $ 4,171,166 $ 1,003,139 $ 191,761 122,027 (1) Dr. Niihara, a Director and Chief Executive Officer of the Company, is also the Chief Executive Officer of Hope Hospice. (2) Officer (3) Director 1 |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION | NOTE 10 — GEOGRAPHIC INFORMATION For the six months ended June 30, 2018 and 2017, the Company earned revenue from countries as outlined in the table below: Country Revenue for the Six Months Ended June 30, 2018 % of Total Revenue for the Six Months Ended June 30, 2018 Revenue for the Six Months Ended June 30, 2017 % of Total Revenue for the Six Months Ended June 30, 2017 United States $ 2,903,749 87 % $ 41,503 19 % Japan 131,043 4 % 70,848 31 % Taiwan 163,822 5 % 113,767 50 % France 144,053 4 % — — Saudi Arabia 9,744 — — — For the three months ended June 30, 2018 and 2017, the Company earned revenue from countries as outlined in the table below: Country Revenue for the Three Months Ended June 30, 2018 % of Total Revenue for the Three Months Ended June 30, 2018 Revenue for the Three Months Ended June 30, 2017 % of Total Revenue for the Three Months Ended June 30, 2017 United States $ 2,228,702 87 % $ 26,884 22 % Japan 88,038 4 % 42,290 36 % Taiwan 137,722 5 % 49,467 42 % France 106,891 4 % — — Saudi Arabia 9,744 — — — The Company did not have any significant currency translation or foreign transaction adjustments during the six months ended June 30, 2018 or 2017. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS Subsequent to June 30, 2018, the Company issued the following: Notes Issued after June 30, 2018 Principal Amounts Annual Interest Rate Term of Notes Conversion Price Convertible note $ 3,000,000 6.00% 1 Year $ 10.00 On July 2, 2018, we entered into an Additional Agreement with Evercore Investment Holdings Co., Ltd. (formerly Telcon Holdings Co., Ltd.), a Korean corporation (“Evercore”), and Telcon RF Pharmaceutical Inc. (formerly Telcon Inc.), a Korean-based public company (“Telcon”) whose shares are listed on KOSDAQ. The Additional Agreement amended in certain respects and supplemented the MCAA entered into on June 12, 2017 among Emmaus, Evercore and Telcon under which, among other things, we purchased 6,643,559 shares of Telcon’s common stock at a purchase price of 5,460 KRW (approximately $4.83 USD) per share, or a total of 36.0 billion KRW (approximately $31.8 million USD). The MCAA was amended in certain respect and supplemented by an Agreement, dated as of September 29, 2017, among the parties. Pursuant to the September 2017 Agreement, among other things, Telcon purchased 4,444,445 Emmaus shares from KPM and Hanil at a price of $6.60 per share. In the Additional Agreement, we agreed to use the proceeds from any sales of our KPM shares to repurchase Emmaus shares from Telcon at a price of $7.60 a share, subject to certain exceptions, and Telcon granted us the right to purchase from Telcon all or a portion of its Emmaus shares at a price of $7.60 a share until October 31, 2018 and at a price to be agreed upon after October 31, 2018. Telcon also granted us under the Additional Agreement a right of first refusal until June 30, 2019 to purchase any Emmaus shares that Telcon may wish to sell. In connection with the MCAA, on June 15, 2017, Emmaus and Telcon entered into exclusive Distribution Agreements for the distribution of L-glutamine powder for diverticulosis treatment for the South Korea, Japan and China Territories, with the intention to add the Australia territory. In the Additional Agreement, the parties agreed to dispense with a Distribution Agreement for Australia, and that the parties have no liabilities or obligations with respect to the intended Australia distribution, including any related liabilities and obligations under the September 2017 Agreement. The Additional Agreement provides for specified damages in the event of a breach of the Additional Agreement by any party. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Accounts receivable | Accounts receivable — Accounts receivable consisted of the following: June 30, 2018 December 31, 2017 Customer Accounts Receivable Amount % of Total Accounts Receivable Amount Accounts Receivable Amount % of Total Accounts Receivable Amount US Bioservices $ 955,450 56 % $ — — ASD Healthcare 584,798 34 % — — Others 161,273 10 % 26,814 100 % Total $ 1,701,521 $ 26,814 |
Inventories | Inventories — All of the raw material purchased during the six months ended June 30, 2018 and for the year ended December 31, 2017 were purchased from one vendor. The below table presents inventory by category: Inventories by category June 30, 2018 December 31, 2017 Raw materials and components $ 182,746 $ — Work-in-process 828,621 124,801 Finished goods 1,423,474 500,498 Total $ 2,434,841 $ 625,299 |
Advertising cost | Advertising cost — Advertising costs are expensed as incurred. Advertising costs for the three months ended June 30, 2018 and 2017 were $35,503 and $8,807, respectively. Advertising costs for the six months ended June 30, 2018 and 2017 were $59,904 and $17,198, respectively. |
Marketable securities | Marketable securities — The Company’s marketable securities consist of four securities; (a) 39,250 shares of capital stock of CellSeed, Inc. (“CellSeed”) which are part of 147,100 shares acquired in January 2009 for ¥100,028,000 Japanese Yen (JPY) (equivalent to $1.1 million USD), at ¥680 JPY per share; (b) 849,744 shares of capital stock of KPM Tech Co., Ltd. (“KPM”) which were acquired in October 2016 for ₩14,318,186,400 South Korean Won (KRW) (equivalent to $13.0 million USD) at ₩16,850 KRW per share; (c) 271,950 shares of capital stock of Hanil Vacuum Co., Ltd. (“Hanil”) which were acquired in October 2016 for ₩1,101,397,500 KRW (equivalent to $1.0 million USD) at ₩4,050 KRW per share; and (d) 6,643,559 shares of capital stock of Telcon, Inc. (“Telcon”) which were acquired in July 2017 for ₩36,001,446,221 KRW (equivalent to $31.8 million USD) at ₩5,419 KRW per share. As of June 30, 2018 and December 31, 2017, the closing prices per share for CellSeed on the Tokyo Stock Exchange were ¥961 ($8.68 USD) and ¥462 JPY ($4.10 USD), respectively, the closing prices per share for KPM on the Korean Securities Dealers Automated Quotations (“KOSDAQ”) were ₩1,790 ($1.61 USD) and ₩1,625 KRW ($1.52 USD), respectively, after giving effect to a 1-for-5 reverse stock split effected on June 28, 2017, respectively, the closing prices per share for Hanil on KOSDAQ were ₩1.995 ($1.79 USD) and ₩2,830 KRW ($2.65 USD), respectively, and the closing prices per share for Telcon on KOSDAQ were ₩9,850 ($8.84 USD) and ₩14,900 KRW ($13.95 USD), respectively. As of June 30, 2018 and December 31, 2017, 39,250 shares of CellSeed common stock were pledged to secure a $300,000 convertible note of the Company issued to Mitsubishi UFJ Capital III Limited Partnership that is due on demand and were classified as current assets, as marketable securities, pledged to creditor. In addition, 6,643,559 shares of Telcon and 4,248,720 shares of KPM Tech were pledged to secure the API Supply Agreement (see Note 8) in which Emmaus received $31,800,000 related to a trade advance discount. These shares were classified as current assets, as investment in marketable securities. |
Prepaid expenses and other current assets | Prepaid expenses and other current assets — Prepaid expenses and other current assets consisted of the following at June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 Prepaid insurance $ 72,756 $ 132,387 Other prepaid expenses and current assets 144,405 157,984 Total prepaid expenses $ 217,161 $ 290,371 |
Other Non-Current Liabilities | Other long-term liabilities — Other long-term liabilities consisted of the following at June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 Trade discount $ 31,841,500 $ 31,841,500 Unearned revenue 10,000,000 5,000,000 Other long-term liabilities — 10,790 Total other long-term liabilities $ 41,841,500 $ 36,852,290 The Company has entered into an API Supply Agreement (the “API Agreement”) with Telcon pursuant to which Telcon advanced to the Company approximately ₩36.0 billion KRW (approximately $31.8 million USD) as a trade discount to supply 25% of the Company’s requirements for bulk containers of pharmaceutical grade L-glutamine (“PGLG”) for a term of five years, with 10 one-year renewal terms. The agreement will automatically renew unless terminated by either party in writing. The agreement does not include yearly purchase commitments or margin guarantees. The advance trade discount shall be applied against purchases made by the Company from Telcon over the life of the agreement. |
Fair value measurements | Fair value measurements — The following table presents the activity for those items measured at fair value on a recurring basis using Level 3 inputs during the six months ended June 30, 2018 and the year ended December 31, 2017: Six Months Ended Year Ended Warrant Derivative Liabilities—Stock Purchase Warrants June 30, 2018 December 31, 2017 Balance, beginning of period $ 26,377,000 $ 10,600,000 Repurchased (6,186,000 ) — Change in fair value included in the statement of comprehensive loss (580,000 ) 15,777,000 Balance, end of period $ 19,611,000 $ 26,377,000 The value of the liability classified warrants, the value of warrant derivative liabilities and the change in fair value of the liability classified warrants and warrant derivative liabilities were determined using a Binomial Monte-Carlo Cliquet (aka “Ratchet”) Option Pricing Model. The model is similar to traditional Black-Scholes-type option pricing models, except that the exercise price resets at certain dates in the future. The values as of June 30, 2018, December 31, 2017 and the initial value as of September 11, 2013 were calculated based on the following assumptions: June 30, 2018 March 31, 2018 December 31, 2017 December 31, 2016 December 31, 2015 December 31, 2014 December 31, 2013 Initial Value Stock price $ 11.30 $ 11.20 $ 11.40 $ 6.00 $ 4.70 $ 4.90 $ 3.60 $ 3.60 Risk‑free interest rate 1.88 % 2.06 % 1.62 % 1.09 % 1.23 % 1.38 % 1.75 % 1.72 % Expected volatility (peer group) 49.80 % 57.10 % 55.80 % 68.30 % 64.10 % 71.50 % 63.20 % 72.40 % Expected life (in years) 0.20 0.45 0.70 1.70 2.70 3.70 4.70 5.00 Expected dividend yield — — — — — — — — Number outstanding 2,508,501 2,520,501 3,320,501 3,320,501 3,320,501 3,320,501 3,320,501 3,320,501 Balance, end of period: Liability classified warrants $ — $ — $ — $ — $ — $ 3,206,000 $ 6,517,000 $ 7,541,000 Warrant derivative liabilities $ 19,611,000 $ 19,491,000 $ 26,377,000 $ 10,600,000 $ 7,863,000 $ 6,520,000 $ — $ — The following table presents warrants issued to GPB Debt Holdings II, LLC as described in Note 7 measured at fair value as of June 30, 2018: Six Months Ended June 30, 2018 Year Ended December 31, 2017 Liability Instrument—GPB Warrants Embedded Conversion Option Warrants Embedded Conversion Option Balance, beginning of period $ 1,882,000 $ 1,289,000 $ — $ — Fair value at issuance date — — 1,882,000 1,289,000 Change in fair value included in the statement of comprehensive loss (315,000 ) (466,000 ) — — Extinguished upon debt repayment — (823,000 ) — — Balance, end of period $ 1,567,000 $ — $ 1,882,000 $ 1,289,000 |
Debt and related party debt | Debt and related party debt — The following table presents the effective interest rates on loans originated and refinanced in the respective periods that either had a beneficial conversion feature or an attached warrant: Type of Loan Term of Loan Stated Annual Interest Original Loan Principal Amount Conversion Rate Beneficial Conversion Discount Amount Warrants Issued with Notes Exercise Price Warrant FMV Discount Amount Effective Interest Rate Including Discounts 2017 convertible notes payable Due on demand - 3 years 10% - 13.5% $ 36,113,296 $3.50 - $10.31 $ 11,678,725 240,764 $ 10.80 $ 1,882,000 10% - 110% 2018 convertible notes payable Due on demand - 2 years 10% 22,894,055 $3.50 - $10.00 9,220,856 — — — 22% - 110% $ 59,007,351 $ 20,899,581 240,764 $ 1,882,000 Related party notes are disclosed as separate line items in the Company’s consolidated balance sheets. |
Renenues, net | Renenues, net — For the three months ended June 30, 2018 and 2017, the Company earned revenue from customers as outlined in the table below: Customer Revenue for the Three Months Ended June 30, 2018 % of Total Revenue for the Three Months Ended June 30, 2018 Revenue for the Three Months Ended June 30, 2017 % of Total Revenue for the Three Months Ended June 30, 2017 US Bioservices $ 2,288,975 89 % $ — — Johnson Chemical Pharmaceutical Works Co. Ltd. 137,722 5 % 49,467 42 % Others 144,400 6 % 69,174 58 % Total $ 2,571,097 $ 118,641 For the six months ended June 30, 2018 and 2017, the Company earned revenue from customers as outlined in the table below: Customer Revenue for the Six Months Ended June 30, 2018 % of Total Revenue for the Six Months Ended June 30, 2018 Revenue for the Six Months Ended June 30, 2017 % of Total Revenue for the Six Months Ended June 30, 2017 US Bioservices $ 2,949,894 88 % $ — — Johnson Chemical Pharmaceutical Works Co. Ltd. 163,822 5 % 113,767 50 % Others 238,695 7 % 112,351 50 % Total $ 3,352,411 $ 226,118 |
Net loss per share | Net loss per share — As of June 30, 2018 and 2017, respectively, potentially dilutive securities exercisable or convertible into 17,143,773 and 15,568,835 shares of Company common stock were outstanding. No potentially dilutive securities were included in the calculation of diluted net loss per share since their effect would be anti-dilutive for all periods presented. |
Recent accounting pronouncements | Recent accounting pronouncements —In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . The amendments applicable to the Company in this Update (1) supersede the guidance to classify equity securities, except equity method securities, with readily determinable fair values into trading or available-for-sale categories and require equity securities to be measured at fair value with changes in the fair value recognized through net income, (2) allow equity investments that do not have readily determinable fair values to be remeasured at fair value either upon the occurrence of an observable price change or upon identification of an impairment, (3) require assessment for impairment of equity investments without readily determinable fair values qualitatively at each reporting period, (4) eliminate the requirement to disclose the methods and significant assumptions used in calculating the fair value of financial instruments required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (5) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (6) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements, (7) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. This Update was effective beginning January 1, 2018 and the Company is now recognizing any changes in the fair value of certain equity investments in net income as prescribed by the new standard rather than in other comprehensive income. The Company recognized a cumulative effect adjustment to increase the opening balance of retained earnings as of January 1, 2018 by $41.4 million, net of $12.3 million income tax benefit. Refer to Note 4 for additional disclosures required by this ASU. In February 2016, the FASB issued ASU No. 2016-02, Leases In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In February 2018, the FASB issued ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities Fair Value Measurement Derivatives and Hedging— Embedded Derivatives Financial Instruments— Overall |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following: June 30, 2018 December 31, 2017 Customer Accounts Receivable Amount % of Total Accounts Receivable Amount Accounts Receivable Amount % of Total Accounts Receivable Amount US Bioservices $ 955,450 56 % $ — — ASD Healthcare 584,798 34 % — — Others 161,273 10 % 26,814 100 % Total $ 1,701,521 $ 26,814 |
Schedule of inventory | The below table presents inventory by category: Inventories by category June 30, 2018 December 31, 2017 Raw materials and components $ 182,746 $ — Work-in-process 828,621 124,801 Finished goods 1,423,474 500,498 Total $ 2,434,841 $ 625,299 |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following at June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 Prepaid insurance $ 72,756 $ 132,387 Other prepaid expenses and current assets 144,405 157,984 Total prepaid expenses $ 217,161 $ 290,371 |
Schedule of other long-term liabilities | Other long-term liabilities consisted of the following at June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 Trade discount $ 31,841,500 $ 31,841,500 Unearned revenue 10,000,000 5,000,000 Other long-term liabilities — 10,790 Total other long-term liabilities $ 41,841,500 $ 36,852,290 |
Schedule of changes in fair value of liabilities | Fair value measurements — The following table presents the activity for those items measured at fair value on a recurring basis using Level 3 inputs during the six months ended June 30, 2018 and the year ended December 31, 2017: Six Months Ended Year Ended Warrant Derivative Liabilities—Stock Purchase Warrants June 30, 2018 December 31, 2017 Balance, beginning of period $ 26,377,000 $ 10,600,000 Repurchased (6,186,000 ) — Change in fair value included in the statement of comprehensive loss (580,000 ) 15,777,000 Balance, end of period $ 19,611,000 $ 26,377,000 |
Schedule of assumptions used in the valuation of warrants | The value of the liability classified warrants, the value of warrant derivative liabilities and the change in fair value of the liability classified warrants and warrant derivative liabilities were determined using a Binomial Monte-Carlo Cliquet (aka “Ratchet”) Option Pricing Model. The model is similar to traditional Black-Scholes-type option pricing models, except that the exercise price resets at certain dates in the future. The values as of June 30, 2018, December 31, 2017 and the initial value as of September 11, 2013 were calculated based on the following assumptions: June 30, 2018 March 31, 2018 December 31, 2017 December 31, 2016 December 31, 2015 December 31, 2014 December 31, 2013 Initial Value Stock price $ 11.30 $ 11.20 $ 11.40 $ 6.00 $ 4.70 $ 4.90 $ 3.60 $ 3.60 Risk‑free interest rate 1.88 % 2.06 % 1.62 % 1.09 % 1.23 % 1.38 % 1.75 % 1.72 % Expected volatility (peer group) 49.80 % 57.10 % 55.80 % 68.30 % 64.10 % 71.50 % 63.20 % 72.40 % Expected life (in years) 0.20 0.45 0.70 1.70 2.70 3.70 4.70 5.00 Expected dividend yield — — — — — — — — Number outstanding 2,508,501 2,520,501 3,320,501 3,320,501 3,320,501 3,320,501 3,320,501 3,320,501 Balance, end of period: Liability classified warrants $ — $ — $ — $ — $ — $ 3,206,000 $ 6,517,000 $ 7,541,000 Warrant derivative liabilities $ 19,611,000 $ 19,491,000 $ 26,377,000 $ 10,600,000 $ 7,863,000 $ 6,520,000 $ — $ — |
Schedule of warrants issued to GPB Debt Holdings II, LLC | The following table presents warrants issued to GPB Debt Holdings II, LLC as described in Note 7 measured at fair value as of June 30, 2018: Six Months Ended June 30, 2018 Year Ended December 31, 2017 Liability Instrument—GPB Warrants Embedded Conversion Option Warrants Embedded Conversion Option Balance, beginning of period $ 1,882,000 $ 1,289,000 $ — $ — Fair value at issuance date — — 1,882,000 1,289,000 Change in fair value included in the statement of comprehensive loss (315,000 ) (466,000 ) — — Extinguished upon debt repayment — (823,000 ) — — Balance, end of period $ 1,567,000 $ — $ 1,882,000 $ 1,289,000 |
Schedule of notes payable with beneficial conversion feature or warrants | The following table presents the effective interest rates on loans originated and refinanced in the respective periods that either had a beneficial conversion feature or an attached warrant: Type of Loan Term of Loan Stated Annual Interest Original Loan Principal Amount Conversion Rate Beneficial Conversion Discount Amount Warrants Issued with Notes Exercise Price Warrant FMV Discount Amount Effective Interest Rate Including Discounts 2017 convertible notes payable Due on demand - 3 years 10% - 13.5% $ 36,113,296 $3.50 - $10.31 $ 11,678,725 240,764 $ 10.80 $ 1,882,000 10% - 110% 2018 convertible notes payable Due on demand - 2 years 10% 22,894,055 $3.50 - $10.00 9,220,856 — — — 22% - 110% $ 59,007,351 $ 20,899,581 240,764 $ 1,882,000 |
Summary of Revenues, Net | For the three months ended June 30, 2018 and 2017, the Company earned revenue from customers as outlined in the table below: Customer Revenue for the Three Months Ended June 30, 2018 % of Total Revenue for the Three Months Ended June 30, 2018 Revenue for the Three Months Ended June 30, 2017 % of Total Revenue for the Three Months Ended June 30, 2017 US Bioservices $ 2,288,975 89 % $ — — Johnson Chemical Pharmaceutical Works Co. Ltd. 137,722 5 % 49,467 42 % Others 144,400 6 % 69,174 58 % Total $ 2,571,097 $ 118,641 For the six months ended June 30, 2018 and 2017, the Company earned revenue from customers as outlined in the table below: Customer Revenue for the Six Months Ended June 30, 2018 % of Total Revenue for the Six Months Ended June 30, 2018 Revenue for the Six Months Ended June 30, 2017 % of Total Revenue for the Six Months Ended June 30, 2017 US Bioservices $ 2,949,894 88 % $ — — Johnson Chemical Pharmaceutical Works Co. Ltd. 163,822 5 % 113,767 50 % Others 238,695 7 % 112,351 50 % Total $ 3,352,411 $ 226,118 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following at: June 30, 2018 December 31, 2017 Equipment $ 269,009 $ 225,615 Leasehold improvements 66,312 61,054 Furniture and fixtures 79,001 74,090 Subtotal 414,322 360,759 Less: accumulated depreciation (276,277 ) (255,457 ) Total $ 138,045 $ 105,302 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Investments [Abstract] | |
Schedule of carrying values of equity securities | As of June 30, 2018, the carrying values of our equity securities were included in the following line items in our consolidated balance sheets: At June 30, 2018 Fair Value with Changes Recognized in Income Measurement Alternative - No Readily Determinable Fair Value Marketable securities $ 66,348,007 $ — Other investments — 538,202 Total equity securities $ 66,348,007 $ 538,202 |
Schedule of net unrealized gains and losses of equity securities | The calculation of net unrealized gains and losses for the period that relate to equity securities still held at June 30, 2018 is as follows: Six Months Ended June 30, 2018 Net losses recognized during the period related to equity securities $ (33,649,314 ) Less: Net gain (loss) recognized during the period related to equity securities sold during the period — Unrealized gain (loss) recognized during the period related to equity securities still held at the end of the period $ (33,649,314 ) |
Schedule of equity securities | As of December 31, 2017, equity securities consisted of the following: Gross Unrealized Estimated Cost Gains Losses Fair Value Trading securities $ — $ — $ — $ — Available-for-sale securities 46,209,017 60,812,231 (6,958,406 ) 100,062,842 Total equity securities $ 46,209,017 $ 60,812,231 $ (6,958,406 ) $ 100,062,842 |
Schedule of fair values of equity securities | As of December 31, 2017, the fair values of our equity securities were included in the following line items in our consolidated balance sheets: Available-for-Sale Securities Marketable securities $ 99,997,322 Long-term investment at cost 65,520 Total equity securities $ 100,062,842 |
ACCOUNTS PAYABLE AND ACCRUED 23
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Payables And Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses consisted of the following at: June 30, 2018 December 31, 2017 Accounts payable: Regulatory fees $ — $ 715,999 Clinical and regulatory expenses 112,130 116,736 Commercialization consulting fees 13,574 30,000 Manufacturing cost 496,494 217,155 Legal expenses 106,832 87,701 Consulting fees 365,285 147,038 Accounting fees 54,012 67,293 Selling expenses 1,249,502 35,383 Investor relations and public relations expenses 12,750 45,526 Board member compensation 183,333 11,200 Other vendors 391,774 125,605 Total accounts payable 2,985,686 1,599,636 Accrued interest payable, related parties 568,730 318,120 Accrued interest payable 1,622,275 1,449,154 Accrued expenses: Wages and payroll taxes payable 110,964 1,711,541 Deferred salary 291,667 291,667 Paid vacation payable 241,071 186,978 Other accrued expenses 157,938 138,214 Total accrued expenses 801,640 2,328,400 Total accounts payable and accrued expenses $ 5,978,331 $ 5,695,310 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Notes payable consisted of the following at June 30, 2018 and December 31, 2017: Year Issued Interest Rate Range Term of Notes Conversion Price Principal Outstanding June 30, 2018 Discount Amount June 30, 2018 Carrying Amount June 30, 2018 Shares Underlying Notes June 30, 2018 Principal Outstanding December 31, 2017 Discount Amount December 31, 2017 Carrying Amount December 31, 2017 Shares Underlying Notes December 31, 2017 Notes payable 2013 10% Due on demand — $ 903,100 $ — $ 903,100 — $ 887,600 $ — $ 887,600 — 2015 10% Due on demand — 10,000 — 10,000 — — — — — 2016 10% - 11% Due on demand — 843,335 — 843,335 — 833,335 — 833,335 — 2017 11% Due on demand — 2,568,548 — 2,568,548 — 6,150,208 — 6,150,208 — 2018 11% Due on demand — 111,000 — 111,000 — — — — — $ 4,435,983 $ — $ 4,435,983 — $ 7,871,143 $ — $ 7,871,143 — Current $ 4,435,983 $ — $ 4,435,983 — $ 7,871,143 $ — $ 7,871,143 — Non-current $ — $ — $ — — $ — $ — $ — — Notes payable - related party 2015 11% Due on demand — — — — — 310,000 — 310,000 — 2016 10% Due on demand — 270,000 — 270,000 — 810,510 — 810,510 — 2017 10% Due on demand — 915,751 — 915,751 — 915,751 — 915,751 — 2018 11% Due on demand — 159,222 — 159,222 — — — — — $ 1,344,973 $ — $ 1,344,973 — $ 2,036,261 $ — $ 2,036,261 — Current $ 1,344,973 $ — $ 1,344,973 — $ 2,036,261 $ — $ 2,036,261 — Non-current $ — $ — $ — — $ — $ — $ — — Convertible notes payable 2011 10% 5 years $ 3.05 $ 300,000 $ — $ 300,000 98,285 $ 300,000 $ — $ 300,000 98,285 2014 10% Due on demand - 2 years $3.05 - $3.60 504,482 — 504,482 176,720 486,878 — 486,878 168,766 2016 10% 1 year - 2 years $3.60 - $4.50 182,495 18,256 164,239 54,790 1,516,329 83,298 1,433,031 441,048 2017 10% Due on demand - 2 years $3.50 - $10.00 5,256,547 1,852,916 3,403,631 1,409,247 36,113,296 11,232,423 24,880,873 5,357,488 2018 10% Due on demand - 2 years $3.50 - $10.00 13,494,055 4,660,330 8,833,725 3,611,398 — — — — $ 19,737,579 $ 6,531,502 $ 13,206,077 5,350,440 $ 38,416,503 $ 11,315,721 $ 27,100,782 6,065,587 Current $ 13,230,978 $ 5,060,562 $ 8,170,416 3,552,804 $ 12,860,912 $ 5,835,910 $ 7,025,002 3,449,984 Non-current $ 6,506,601 $ 1,470,940 $ 5,035,661 1,797,636 $ 25,555,591 $ 5,479,811 $ 20,075,780 2,615,603 Convertible notes payable - related party 2012 10% Due on demand $ 3.30 $ 200,000 $ — $ 200,000 71,127 $ 200,000 $ — $ 200,000 68,122 2015 10% 2 years $ 4.50 200,000 — 200,000 56,109 200,000 — 200,000 53,905 2017 10% 2 years $ 10.00 5,000,000 503,125 4,496,875 507,465 — — — — 2018 10% 2 years $ 10.00 9,400,000 1,243,337 8,156,663 971,577 — — — — $ 14,800,000 $ 1,746,462 $ 13,053,538 1,606,278 $ 400,000 $ — $ 400,000 122,027 Current $ 400,000 $ — $ 400,000 127,236 $ 400,000 $ — $ 400,000 122,027 Non-current $ 14,400,000 $ 1,746,462 $ 12,653,538 1,479,042 $ — $ — $ — — Total $ 40,318,535 $ 8,277,964 $ 32,040,571 6,956,718 $ 48,723,907 $ 11,315,721 $ 37,408,186 6,187,614 |
Schedule of contractual principal payments of notes payable | Contractual principal payments due on notes payable are as follows: Year Ending Amount 2018 (six months) $ 18,528,269 2019 5,883,665 2020 15,906,601 Total $ 40,318,535 |
Schedule of fair value assumptions for warrants issued in conjunction with notes | 2018 2017 Stock price — $ 11.40 Exercise price — $ 10.80 Term — 5 years Risk‑free interest rate — 2.20 % Expected dividend yield — — Expected volatility — 70.0 % |
STOCKHOLDERS' DEFICIT (Tables)
STOCKHOLDERS' DEFICIT (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders Equity Note [Abstract] | |
Schedule of outstanding warrants | A summary of outstanding warrants as of June 30, 2018 and December 31, 2017 is presented below: Six Months Ended Year Ended June 30, 2018 December 31, 2017 Warrants outstanding, beginning of period 5,265,432 5,024,668 Granted — 240,764 Exercised (8,316 ) — Cancelled, forfeited and expired (853,684 ) — Warrants outstanding, end of period 4,403,432 5,265,432 A summary of outstanding warrants by year issued and exercise price as of June 30, 2018 is presented below: Outstanding Exercisable Year issued and Exercise Price Number of Warrants Issued Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Total Weighted Average Exercise Price At December 31, 2013 $ 3.30 — — $ 3.30 — $ 3.30 $ 3.50 1,413,036 0.26 $ 3.50 1,413,036 $ 3.50 2013 total 1,413,036 1,413,036 At December 31, 2014 $ 3.50 1,145,465 0.23 $ 3.50 1,145,465 $ 3.50 2014 Total 1,145,465 1,145,465 At December 31, 2015 $ 4.90 110,417 1.68 $ 4.90 110,417 $ 4.90 2015 Total 110,417 110,417 $ 4.50 118,750 3.00 $ 4.50 118,750 $ 4.50 $ 4.70 75,000 2.84 $ 4.70 75,000 $ 4.70 $ 5.00 1,300,000 2.86 $ 5.00 1,300,000 $ 5.00 2016 Total 1,493,750 1,493,750 At December 31, 2017 $ 10.80 240,764 5.00 $ 10.80 240,764 $ 10.80 At June 30, 2018 Total 4,403,432 4,403,432 |
Schedule of option activity | Summaries of outstanding options as of June 30, 2018 and December 31, 2017 are presented below. June 30, 2018 December 31, 2017 Number of Options Weighted‑ Average Exercise Price Number of Options Weighted‑ Average Exercise Price Options outstanding, beginning of period 6,775,200 $ 4.12 6,955,200 $ 4.10 Granted or deemed issued 30,000 $ 11.40 50,000 $ 11.40 Exercised — $ — (11,895 ) $ 4.19 Cancelled, forfeited and expired (50,000 ) $ 5.00 (218,105 ) $ 4.98 Options outstanding, end of period 6,755,200 $ 4.15 6,775,200 $ 4.12 Options exercisable, end of period 6,041,750 $ 4.02 5,604,439 $ 3.95 Options available for future grant 2,244,800 2,224,800 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | Future minimum lease payments under the agreements are as follows as of June 30, 2018: Year Amount 2018 (six months) $ 203,604 2019 687,032 2020 611,012 2021 626,545 2022 646,047 Thereafter 777,344 Total $ 3,551,584 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of outstanding loans from related persons | The following table sets forth information relating to our loans from related persons outstanding as of the date hereof or at any time during the six months ended June 30, 2018: Class Lender Interest Rate Date of Loan Term of Loan Principal Amount Outstanding at June 30, 2018 Highest Principal Outstanding Amount of Principal Repaid or Converted into Stock Amount of Interest Paid Conversion Rate Shares Underlying Notes June 30, 2018 Current, Promissory note payable to related parties: Masaharu & Emiko Osato (3) 11% 12/29/2015 Due on Demand — 300,000 300,000 76,036 — — Yutaka Niihara (2)(3) 10% 5/21/2015 Due on Demand — 826,105 94,339 61,829 — — Masaharu & Emiko Osato (3) 11% 2/25/2016 Due on Demand — 400,000 400,000 94,389 — — Hope Hospice (1) 10% 4/4/2016 Due on Demand — 50,000 50,000 8,110 — — Lan T. Tran (2) 10% 4/29/2016 Due on Demand 20,000 20,000 — — — — Hope Hospice (1) 10% 6/3/2016 Due on Demand 250,000 250,000 — — — — Lan T. Tran (2) 10% 2/9/2017 Due on Demand 12,000 12,000 — — — — Yutaka Niihara (2)(3) 10% 9/14/2017 Due on Demand 903,751 903,751 — — — — Lan T. Tran (2) 10% 2/10/2018 Due on Demand 159,222 159,222 — — — — Subtotal $ 1,344,973 $ 2,921,078 $ 844,339 $ 240,364 Current, Convertible notes payable to related parties: Yasushi Nagasaki (2) 10% 6/29/2012 Due on Demand $ 200,000 $ 388,800 $ 188,800 $ 57,886 $ 3.30 71,127 Charles & Kimxa Stark (2) 10% 10/1/2015 2 years — 20,000 20,000 4,405 $ 4.50 — Yutaka & Soomi Niihara (2)(3) 10% 11/16/2015 2 years 200,000 200,000 — — $ 4.50 56,109 Subtotal $ 400,000 $ 608,800 $ 208,800 $ 62,291 127,236 Non-Current, Convertible notes payable to related parties: Wei Peu Zen (3) 10% 11/6/2017 2 years 5,000,000 5,000,000 — 250,000 $ 10.00 507,465 Profit Preview Int'l Group, Ltd. (4) 10% 2/1/2018 2 years 4,037,000 4,037,000 — — $ 10.00 420,290 Profit Preview Int'l Group, Ltd. (4) 10% 3/21/2018 2 years 5,363,000 5,363,000 — — $ 10.00 551,287 Subtotal $ 14,400,000 $ 14,400,000 $ — $ 250,000 1,479,042 Total $ 16,144,973 $ 17,929,878 $ 1,053,139 $ 552,655 1,606,278 (1) Dr. Niihara, a Director and Chief Executive Officer of the Company, is also the Chief Executive Officer of Hope Hospice. (2) Officer. (3) Director. (4) Mr. Zen, a Director, is the sole owner of Profit Preview Int'l Group, Ltd. The following table sets forth information relating to our loans from related persons outstanding as of the date hereof or at any time during the year ended December 31, 2017: Class Lender Interest Rate Date of Loan Term of Loan Principal Amount Outstanding at December 31, 2017 Highest Principal Outstanding Amount of Principal Repaid or Converted into Stock Amount of Interest Paid Conversion Rate Shares Underlying Notes December 31, 2017 Current, Promissory note payable to related parties: Hope Hospice (1) 8% 1/17/2012 Due on Demand $ — $ 200,000 $ 200,000 $ 7,331 — — Hope Hospice (1) 8% 6/14/2012 Due on Demand — 200,000 200,000 14,762 — — Hope Hospice (1) 8% 6/21/2012 Due on Demand — 100,000 100,000 7,249 — — Hope Hospice (1) 8% 2/11/2013 Due on Demand — 50,000 50,000 1,559 — — Hope Hospice (1) 10% 1/7/2015 Due on Demand — 100,000 100,000 28,630 — — IRA Service Trust Co. FBO Peter B. Ludlum (2) 10% 2/20/2015 Due on Demand 10,000 10,000 — — — — Masaharu & Emiko Osato (3) 11% 12/29/2015 Due on Demand 300,000 300,000 — — — — Yutaka Niihara (2)(3) 10% 5/21/2015 Due on Demand — 826,105 94,339 61,829 — — Lan T. Tran (2) 11% 2/10/2016 Due on Demand 130,510 130,510 — — — — Masaharu & Emiko Osato (3) 11% 2/25/2016 Due on Demand 400,000 400,000 — — — — Hope Hospice (1) 10% 4/4/2016 Due on Demand — 50,000 50,000 8,110 — — Lan T. Tran (2) 10% 4/29/2016 Due on Demand 20,000 20,000 — — — — IRA Service Trust Co. FBO Peter B. Ludlum (2) 10% 5/5/2016 Due on Demand 10,000 10,000 — — — — Hope Hospice (1) 10% 6/3/2016 Due on Demand 250,000 250,000 — — — — Lan T. Tran (2) 10% 2/9/2017 Due on Demand 12,000 12,000 — — — — Yutaka Niihara (2)(3) 10% 9/14/2017 Due on Demand 903,751 903,751 — — — — Subtotal $ 2,036,261 $ 3,562,366 $ 794,339 $ 129,470 — Current, Convertible notes payable to related parties: Yasushi Nagasaki (2) 10% 6/29/2012 Due on Demand $ 200,000 $ 388,800 $ 188,800 $ 57,886 $ 3.30 68,122 Charles & Kimxa Stark (2) 10% 10/1/2015 2 years — 20,000 20,000 4,405 $ 4.50 — Yutaka & Soomi Niihara (2)(3) 10% 11/16/2015 2 years 200,000 200,000 — — $ 4.50 53,905 Subtotal $ 400,000 $ 608,800 $ 208,800 $ 62,291 122,027 Total $ 2,436,261 $ 4,171,166 $ 1,003,139 $ 191,761 122,027 (1) Dr. Niihara, a Director and Chief Executive Officer of the Company, is also the Chief Executive Officer of Hope Hospice. (2) Officer (3) Director 1 |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of revenue earned from countries | For the six months ended June 30, 2018 and 2017, the Company earned revenue from countries as outlined in the table below: Country Revenue for the Six Months Ended June 30, 2018 % of Total Revenue for the Six Months Ended June 30, 2018 Revenue for the Six Months Ended June 30, 2017 % of Total Revenue for the Six Months Ended June 30, 2017 United States $ 2,903,749 87 % $ 41,503 19 % Japan 131,043 4 % 70,848 31 % Taiwan 163,822 5 % 113,767 50 % France 144,053 4 % — — Saudi Arabia 9,744 — — — For the three months ended June 30, 2018 and 2017, the Company earned revenue from countries as outlined in the table below: Country Revenue for the Three Months Ended June 30, 2018 % of Total Revenue for the Three Months Ended June 30, 2018 Revenue for the Three Months Ended June 30, 2017 % of Total Revenue for the Three Months Ended June 30, 2017 United States $ 2,228,702 87 % $ 26,884 22 % Japan 88,038 4 % 42,290 36 % Taiwan 137,722 5 % 49,467 42 % France 106,891 4 % — — Saudi Arabia 9,744 — — — |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Schedule of subsequent events | Subsequent to June 30, 2018, the Company issued the following: Notes Issued after June 30, 2018 Principal Amounts Annual Interest Rate Term of Notes Conversion Price Convertible note $ 3,000,000 6.00% 1 Year $ 10.00 |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts Receivable Amount | $ 1,701,521 | $ 26,814 |
US Bioservices [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts Receivable Amount | $ 955,450 | |
US Bioservices [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
% of Total Accounts Receivable Amount | 56.00% | |
ASD Healthcare [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts Receivable Amount | $ 584,798 | |
ASD Healthcare [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
% of Total Accounts Receivable Amount | 34.00% | |
Others [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts Receivable Amount | $ 161,273 | $ 26,814 |
Others [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
% of Total Accounts Receivable Amount | 10.00% | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Jan. 01, 2018USD ($) | Jun. 12, 2017USD ($)Number$ / sharesshares | Jun. 12, 2017KRW (₩)₩ / shares | Jul. 31, 2017USD ($)shares | Jul. 31, 2017KRW (₩)₩ / sharesshares | Oct. 31, 2016USD ($)shares | Oct. 31, 2016KRW (₩)₩ / sharesshares | Jan. 31, 2009USD ($)shares | Jan. 31, 2009JPY (¥)¥ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)VendorSecurity$ / sharesshares | Jun. 30, 2017USD ($)shares | Dec. 31, 2017USD ($)Vendor$ / sharesshares | Jun. 30, 2018¥ / shares | Jun. 30, 2018₩ / shares | Dec. 31, 2017¥ / shares | Dec. 31, 2017₩ / shares |
Summary of Significant Accounting Policy [Line Items] | ||||||||||||||||||
Number of vendor | Vendor | 1 | 1 | ||||||||||||||||
Advertising costs | $ | $ 35,503 | $ 8,807 | $ 59,904 | $ 17,198 | ||||||||||||||
Number of Marketable Securities | Security | 4 | |||||||||||||||||
Potentially dilutive securities outstanding | 17,143,773 | 15,568,835 | ||||||||||||||||
ASU 2016-01 [Member] | ||||||||||||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||||||||||||
Cumulative effect adjustment on adoption of ASU 2016-01 | $ | $ 41,400,000 | $ 41,400,000 | ||||||||||||||||
Cumulative effect on retained earnings, tax | $ | $ 12,300,000 | 12,300,000 | ||||||||||||||||
API Supply Agreement [Member] | Telcon, Inc. ("Telcon") [Member] | ||||||||||||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||||||||||||
Proceeds from supply agreement | $ | $ 31,800,000 | |||||||||||||||||
API Supply Agreement [Member] | Telcon, Inc. ("Telcon") [Member] | Korea (South), Won | ||||||||||||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||||||||||||
Proceeds from supply agreement | ₩ | ₩ 36,000,000,000 | |||||||||||||||||
API Supply Agreement [Member] | Telcon, Inc. ("Telcon") [Member] | Pharmaceutical Grade L-glutamine [Member] | ||||||||||||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||||||||||||
Percentage of right to supply | 25.00% | 25.00% | ||||||||||||||||
Agreement term | 5 years | 5 years | ||||||||||||||||
Number of renewals | Number | 10 | |||||||||||||||||
2011 Convertible notes payable [Member] | ||||||||||||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||||||||||||
Convertible notes payable, carrying amount | $ | $ 300,000 | $ 300,000 | $ 300,000 | |||||||||||||||
CellSeed, Inc. [Member] | ||||||||||||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||||||||||||
Shares held as marketable securities | 39,250 | 39,250 | ||||||||||||||||
Shares originally purchased (in shares) | 147,100 | 147,100 | ||||||||||||||||
Investment | $ 1,100,000 | ¥ 100,028,000 | ||||||||||||||||
Investment, in per share | ¥ / shares | ¥ 680 | |||||||||||||||||
Investment, closing price | (per share) | $ 8.68 | $ 8.68 | $ 4.10 | ¥ 961 | ¥ 462 | |||||||||||||
Stock pledged against note | 39,250 | 39,250 | 39,250 | |||||||||||||||
KPM Tech [Member] | ||||||||||||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||||||||||||
Shares held as marketable securities | 849,744 | 849,744 | ||||||||||||||||
Investment | $ 13,000,000 | ₩ 14,318,186,400 | ||||||||||||||||
Investment, in per share | ₩ / shares | ₩ 16,850 | |||||||||||||||||
Investment, closing price | (per share) | $ 1.61 | $ 1.61 | $ 1.52 | ₩ 1,790 | ₩ 1,625 | |||||||||||||
Reverse stock split description | 1-for-5 reverse stock split | |||||||||||||||||
Reverse stock split ratio | 0.20 | 0.20 | ||||||||||||||||
KPM Tech [Member] | API Supply Agreement [Member] | ||||||||||||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||||||||||||
Stock pledged against supply agreement | 4,248,720 | |||||||||||||||||
Hanil Vacuum [Member] | ||||||||||||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||||||||||||
Shares held as marketable securities | 271,950 | 271,950 | ||||||||||||||||
Investment | $ 1,000,000 | ₩ 1,101,397,500 | ||||||||||||||||
Investment, in per share | ₩ / shares | ₩ 4,050 | |||||||||||||||||
Investment, closing price | (per share) | 1.79 | $ 1.79 | $ 2.65 | 1.995 | 2,830 | |||||||||||||
Telcon, Inc. ("Telcon") [Member] | ||||||||||||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||||||||||||
Shares held as marketable securities | 6,643,559 | 6,643,559 | ||||||||||||||||
Investment | $ 31,800,000 | ₩ 36,001,446,221 | ||||||||||||||||
Investment, in per share | ₩ / shares | ₩ 5,419 | |||||||||||||||||
Investment, closing price | (per share) | $ 4.83 | $ 8.84 | $ 8.84 | $ 13.95 | ₩ 9,850 | ₩ 14,900 | ||||||||||||
Proceeds from supply agreement | $ | $ 31,800,000 | |||||||||||||||||
Telcon, Inc. ("Telcon") [Member] | Korea (South), Won | ||||||||||||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||||||||||||
Shares originally purchased (in shares) | 6,643,559 | |||||||||||||||||
Investment, in per share | ₩ / shares | ₩ 5,460 | |||||||||||||||||
Proceeds from supply agreement | ₩ | ₩ 36,000,000 | |||||||||||||||||
Telcon, Inc. ("Telcon") [Member] | API Supply Agreement [Member] | ||||||||||||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||||||||||||
Stock pledged against supply agreement | 6,643,559 | |||||||||||||||||
Proceeds from supply agreement | $ | $ 31,800,000 | |||||||||||||||||
Telcon, Inc. ("Telcon") [Member] | API Supply Agreement [Member] | Korea (South), Won | ||||||||||||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||||||||||||
Proceeds from supply agreement | ₩ | ₩ 36,000,000,000 | |||||||||||||||||
Telcon, Inc. ("Telcon") [Member] | API Supply Agreement [Member] | Pharmaceutical Grade L-glutamine [Member] | ||||||||||||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||||||||||||
Percentage of right to supply | 25.00% | 25.00% | ||||||||||||||||
Agreement term | 15 years | 15 years |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Inventories by category | ||
Raw materials and components | $ 182,746 | |
Work-in-process | 828,621 | $ 124,801 |
Finished goods | 1,423,474 | 500,498 |
Total | $ 2,434,841 | $ 625,299 |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Prepaid insurance | $ 72,756 | $ 132,387 |
Other prepaid expenses and current assets | 144,405 | 157,984 |
Total prepaid expenses | $ 217,161 | $ 290,371 |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policy [Line Items] | ||
Other long-term liabilities | $ 41,841,500 | $ 36,852,290 |
Other Long-Term Liabilities [Member] | ||
Summary of Significant Accounting Policy [Line Items] | ||
Other long-term liabilities | 10,790 | |
Unearned Revenue [Member] | ||
Summary of Significant Accounting Policy [Line Items] | ||
Other long-term liabilities | 10,000,000 | 5,000,000 |
Trade Discount [Member] | ||
Summary of Significant Accounting Policy [Line Items] | ||
Other long-term liabilities | $ 31,841,500 | $ 31,841,500 |
SUMMARY OF SIGNIFICANT ACCOUN35
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Warrant Derivative Liabilities - Stock Purchase Warrants [Member] | Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 26,377,000 | $ 10,600,000 |
Repurchased | (6,186,000) | |
Change in fair value included in the statement of comprehensive loss | (580,000) | 15,777,000 |
Balance, end of period | 19,611,000 | 26,377,000 |
Liability Instrument - Warrants [Member] | GPB Debt Holdings II, LLC [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 1,882,000 | |
Fair value at issuance date | 1,882,000 | |
Change in fair value included in the statement of comprehensive loss | (315,000) | |
Balance, end of period | 1,567,000 | 1,882,000 |
Liability Instrument - Embedded Conversion Option [Member] | GPB Debt Holdings II, LLC [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 1,289,000 | |
Fair value at issuance date | 1,289,000 | |
Change in fair value included in the statement of comprehensive loss | (466,000) | |
Extinguished upon debt repayment | $ (823,000) | |
Balance, end of period | $ 1,289,000 |
SUMMARY OF SIGNIFICANT ACCOUN36
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) - Warrants [Member] | Jun. 30, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | Sep. 11, 2013USD ($)$ / sharesshares |
Summary of Significant Accounting Policy [Line Items] | ||||||||
Stock price | $ / shares | $ 11.30 | $ 11.20 | $ 11.40 | $ 6 | $ 4.70 | $ 4.90 | $ 3.60 | $ 3.60 |
Number outstanding | shares | 2,508,501 | 2,520,501 | 3,320,501 | 3,320,501 | 3,320,501 | 3,320,501 | 3,320,501 | 3,320,501 |
Balance, end of period: | ||||||||
Liability classified warrants | $ 3,206,000 | $ 6,517,000 | $ 7,541,000 | |||||
Warrant derivative liabilities | $ 19,611,000 | $ 19,491,000 | $ 26,377,000 | $ 10,600,000 | $ 7,863,000 | $ 6,520,000 | ||
Risk- Free Interest Rate [Member] | ||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||
Warrants and rights outstanding, measurement input | 1.88 | 2.06 | 1.62 | 1.09 | 1.23 | 1.38 | 1.75 | 1.72 |
Expected Volatility (Peer Group) [Member] | ||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||
Warrants and rights outstanding, measurement input | 49.80 | 57.10 | 55.80 | 68.30 | 64.10 | 71.50 | 63.20 | 72.40 |
Expected Life [Member] | ||||||||
Summary of Significant Accounting Policy [Line Items] | ||||||||
Expected life (in years) | 2 months 12 days | 5 months 12 days | 8 months 12 days | 1 year 8 months 12 days | 2 years 8 months 12 days | 3 years 8 months 12 days | 4 years 8 months 12 days | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN37
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 6) | 6 Months Ended |
Jun. 30, 2018USD ($)$ / shares$ / Warrantshares | |
Summary of Significant Accounting Policy [Line Items] | |
Original Loan Principal Amount | $ 59,007,351 |
Beneficial Conversion Discount Amount | $ 20,899,581 |
Warrants Issued with Notes (in shares) | shares | 240,764 |
Warrant FMV Discount Amount | $ 1,882,000 |
Minimum [Member] | |
Summary of Significant Accounting Policy [Line Items] | |
Conversion Rate (in dollars per share) | $ / shares | $ 3.05 |
Maximum [Member] | |
Summary of Significant Accounting Policy [Line Items] | |
Conversion Rate (in dollars per share) | $ / shares | $ 10 |
2017 Convertible Notes Payable [Member] | |
Summary of Significant Accounting Policy [Line Items] | |
Original Loan Principal Amount | $ 36,113,296 |
Beneficial Conversion Discount Amount | $ 11,678,725 |
Warrants Issued with Notes (in shares) | shares | 240,764 |
Exercise Price (in dollars per share) | $ / Warrant | 10.80 |
Warrant FMV Discount Amount | $ 1,882,000 |
2017 Convertible Notes Payable [Member] | Minimum [Member] | |
Summary of Significant Accounting Policy [Line Items] | |
Term of Loan | Due on demand |
Stated Annual Interest | 10.00% |
Conversion Rate (in dollars per share) | $ / shares | $ 3.50 |
Effective Interest Rate Including Discounts | 10.00% |
2017 Convertible Notes Payable [Member] | Maximum [Member] | |
Summary of Significant Accounting Policy [Line Items] | |
Term of Loans | 3 years |
Stated Annual Interest | 13.50% |
Conversion Rate (in dollars per share) | $ / shares | $ 10.31 |
Effective Interest Rate Including Discounts | 110.00% |
2018 Convertible Notes Payable [Member] | |
Summary of Significant Accounting Policy [Line Items] | |
Stated Annual Interest | 10.00% |
Original Loan Principal Amount | $ 22,894,055 |
Beneficial Conversion Discount Amount | $ 9,220,856 |
2018 Convertible Notes Payable [Member] | Minimum [Member] | |
Summary of Significant Accounting Policy [Line Items] | |
Term of Loan | Due on demand |
Conversion Rate (in dollars per share) | $ / shares | $ 3.50 |
Effective Interest Rate Including Discounts | 22.00% |
2018 Convertible Notes Payable [Member] | Maximum [Member] | |
Summary of Significant Accounting Policy [Line Items] | |
Term of Loans | 2 years |
Conversion Rate (in dollars per share) | $ / shares | $ 10 |
Effective Interest Rate Including Discounts | 110.00% |
SUMMARY OF SIGNIFICANT ACCOUN38
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 7) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 2,571,097 | $ 118,641 | $ 3,352,411 | $ 226,118 |
US Bioservices [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 2,288,975 | $ 2,949,894 | ||
US Bioservices [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue (in percent) | 89.00% | 88.00% | ||
Johnson Chemical Pharmaceutical Works Co. Ltd. [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 137,722 | $ 49,467 | $ 163,822 | $ 113,767 |
Johnson Chemical Pharmaceutical Works Co. Ltd. [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue (in percent) | 5.00% | 42.00% | 5.00% | 50.00% |
Others [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 144,400 | $ 69,174 | $ 238,695 | $ 112,351 |
Others [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue (in percent) | 6.00% | 58.00% | 7.00% | 50.00% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Property and equipment | ||
Property and equipment, gross | $ 414,322 | $ 360,759 |
Less: accumulated depreciation | (276,277) | (255,457) |
Property and equipment, net | 138,045 | 105,302 |
Equipment [Member] | ||
Property and equipment | ||
Property and equipment, gross | 269,009 | 225,615 |
Leasehold Improvements [Member] | ||
Property and equipment | ||
Property and equipment, gross | 66,312 | 61,054 |
Furniture and Fixtures [Member] | ||
Property and equipment | ||
Property and equipment, gross | $ 79,001 | $ 74,090 |
PROPERTY AND EQUIPMENT (Detai40
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 7,693 | $ 4,049 | $ 20,748 | $ 9,357 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | Jan. 01, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Schedule Of Investments [Line Items] | |||
Marketable equity securities classified as trading, value | $ 0 | ||
Cost method investments, carrying value | $ 65,520 | ||
Sale of available-for-sale equity securities | $ 0 | ||
ASU 2016-01 [Member] | |||
Schedule Of Investments [Line Items] | |||
Cumulative effect adjustment on adoption of ASU 2016-01 | $ 41,400,000 | 41,400,000 | |
Cumulative effect on retained earnings, tax | $ 12,300,000 | $ 12,300,000 |
INVESTMENTS (Details 1)
INVESTMENTS (Details 1) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Schedule Of Investments [Line Items] | ||
Equity securities | $ 66,348,007 | $ 100,062,842 |
Other investments | 538,202 | |
Total equity securities | 538,202 | |
Marketable Equity Securties [Member] | ||
Schedule Of Investments [Line Items] | ||
Equity securities | $ 66,348,007 | $ 99,997,322 |
INVESTMENTS (Details 2)
INVESTMENTS (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Investments [Abstract] | |||
Unrealized loss on investment in marketable securities | $ (39,184,749) | $ (33,649,314) | $ 100,062,842 |
Unrealized gain (loss) recognized during the period related to equity securities still held at the end of the period | $ (33,649,314) |
INVESTMENTS (Details 3)
INVESTMENTS (Details 3) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Investments [Abstract] | |||
Available-for-sale securities | $ 46,209,017 | ||
Total equity securities | 46,209,017 | ||
Available-for-sale securities | 60,812,231 | ||
Total equity securities | 60,812,231 | ||
Available-for-sale securities | (6,958,406) | ||
Total equity securities | (6,958,406) | ||
Available-for-sale securities | 100,062,842 | ||
Total equity securities | $ (39,184,749) | $ (33,649,314) | $ 100,062,842 |
INVESTMENTS (Details 4)
INVESTMENTS (Details 4) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Schedule Of Investments [Line Items] | ||
Available-for-Sale Securities | $ 66,348,007 | $ 100,062,842 |
Marketable Equity Securties [Member] | ||
Schedule Of Investments [Line Items] | ||
Available-for-Sale Securities | $ 66,348,007 | 99,997,322 |
Long-Term Investment At Cost [Member] | ||
Schedule Of Investments [Line Items] | ||
Available-for-Sale Securities | $ 65,520 |
ACCOUNTS PAYABLE AND ACCRUED 46
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Accounts payable: | ||
Regulatory fees | $ 715,999 | |
Clinical and regulatory expenses | $ 112,130 | 116,736 |
Commercialization consulting fees | 13,574 | 30,000 |
Manufacturing cost | 496,494 | 217,155 |
Legal expenses | 106,832 | 87,701 |
Consulting fees | 365,285 | 147,038 |
Accounting fees | 54,012 | 67,293 |
Selling expenses | 1,249,502 | 35,383 |
Investor relations and public relations expenses | 12,750 | 45,526 |
Board member compensation | 183,333 | 11,200 |
Other vendors | 391,774 | 125,605 |
Total accounts payable | 2,985,686 | 1,599,636 |
Accrued interest payable, related parties | 568,730 | 318,120 |
Accrued interest payable | 1,622,275 | 1,449,154 |
Accrued expenses: | ||
Wages and payroll taxes payable | 110,964 | 1,711,541 |
Deferred salary | 291,667 | 291,667 |
Paid vacation payable | 241,071 | 186,978 |
Other accrued expenses | 157,938 | 138,214 |
Total accrued expenses | 801,640 | 2,328,400 |
Total accounts payable and accrued expenses | $ 5,978,331 | $ 5,695,310 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018USD ($)Number$ / shares | Dec. 31, 2017USD ($)Number | |
Principal Outstanding | $ 40,318,535 | $ 48,723,907 |
Discount Amount | 8,277,964 | 11,315,721 |
Carrying Amount | $ 32,040,571 | $ 37,408,186 |
Shares Underlying Principal | Number | 6,956,718 | 6,187,614 |
Notes payable, current | $ 4,435,983 | $ 7,871,143 |
Minimum [Member] | ||
Conversion Price | $ / shares | $ 3.05 | |
Maximum [Member] | ||
Conversion Price | $ / shares | $ 10 | |
2013 Notes payable [Member] | ||
Interest rate | 10.00% | |
Term of Notes | Due on demand | |
Principal Outstanding | $ 903,100 | 887,600 |
Carrying Amount | $ 903,100 | 887,600 |
2015 Notes payable [Member] | ||
Interest rate | 10.00% | |
Term of Notes | Due on demand | |
Principal Outstanding | $ 10,000 | |
Carrying Amount | $ 10,000 | |
2016 Notes payable [Member] | ||
Term of Notes | Due on demand | |
Principal Outstanding | $ 843,335 | 833,335 |
Carrying Amount | $ 843,335 | 833,335 |
2016 Notes payable [Member] | Minimum [Member] | ||
Interest rate | 10.00% | |
2016 Notes payable [Member] | Maximum [Member] | ||
Interest rate | 11.00% | |
2017 Notes payable [Member] | ||
Interest rate | 11.00% | |
Term of Notes | Due on demand | |
Principal Outstanding | $ 2,568,548 | 6,150,208 |
Carrying Amount | $ 2,568,548 | 6,150,208 |
2018 Notes payable [Member] | ||
Interest rate | 11.00% | |
Term of Notes | Due on demand | |
Principal Outstanding | $ 111,000 | |
Carrying Amount | 111,000 | |
Notes Payable [Member] | ||
Principal Outstanding | 4,435,983 | 7,871,143 |
Carrying Amount | 4,435,983 | 7,871,143 |
Principal Outstanding, Current | 4,435,983 | 7,871,143 |
Notes payable, current | $ 4,435,983 | 7,871,143 |
2015 Notes payable - related party [Member] | ||
Interest rate | 11.00% | |
Term of Notes | Due on demand | |
Principal Outstanding | 310,000 | |
Carrying Amount | 310,000 | |
2016 Notes payable - related party [Member] | ||
Interest rate | 10.00% | |
Term of Notes | Due on demand | |
Principal Outstanding | $ 270,000 | 810,510 |
Carrying Amount | $ 270,000 | 810,510 |
2017 Notes payable - related party [Member] | ||
Interest rate | 10.00% | |
Term of Notes | Due on demand | |
Principal Outstanding | $ 915,751 | 915,751 |
Carrying Amount | $ 915,751 | 915,751 |
2018 Notes payable - related party [Member] | ||
Interest rate | 11.00% | |
Term of Notes | Due on demand | |
Principal Outstanding | $ 159,222 | |
Carrying Amount | 159,222 | |
Notes payable - related party [Member] | ||
Principal Outstanding | 1,344,973 | 2,036,261 |
Carrying Amount | 1,344,973 | 2,036,261 |
Principal Outstanding, Current | 1,344,973 | 2,036,261 |
Notes payable, current | $ 1,344,973 | $ 2,036,261 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018USD ($)Number$ / shares | Dec. 31, 2017USD ($)Number | |
Principal Outstanding | $ 40,318,535 | $ 48,723,907 |
Discount Amount | 8,277,964 | 11,315,721 |
Carrying Amount | $ 32,040,571 | $ 37,408,186 |
Shares Underlying Principal | Number | 6,956,718 | 6,187,614 |
Convertible notes payable, Current | $ 8,170,416 | $ 7,025,002 |
Convertible notes payable, Non Current | $ 5,035,661 | 20,075,780 |
Minimum [Member] | ||
Conversion Price | $ / shares | $ 3.05 | |
Maximum [Member] | ||
Conversion Price | $ / shares | $ 10 | |
2011 Convertible notes payable [Member] | ||
Interest rate | 10.00% | |
Term of Notes | 5 years | |
Conversion Price | $ / shares | $ 3.05 | |
Principal Outstanding | $ 300,000 | 300,000 |
Carrying Amount | $ 300,000 | $ 300,000 |
Shares Underlying Principal | Number | 98,285 | 98,285 |
2014 Convertible notes payable [Member] | ||
Interest rate | 10.00% | |
Principal Outstanding | $ 504,482 | $ 486,878 |
Carrying Amount | $ 504,482 | $ 486,878 |
Shares Underlying Principal | Number | 176,720 | 168,766 |
2014 Convertible notes payable [Member] | Minimum [Member] | ||
Term of Notes | Due on demand | |
Conversion Price | $ / shares | $ 3.05 | |
2014 Convertible notes payable [Member] | Maximum [Member] | ||
Term of Notes | 2 years | |
Conversion Price | $ / shares | $ 3.60 | |
2016 Convertible Notes Payable [Member] | ||
Interest rate | 10.00% | |
Principal Outstanding | $ 182,495 | $ 1,516,329 |
Discount Amount | 18,256 | 83,298 |
Carrying Amount | $ 164,239 | $ 1,433,031 |
Shares Underlying Principal | Number | 54,790 | 441,048 |
2016 Convertible Notes Payable [Member] | Minimum [Member] | ||
Term of Notes | P1Y | |
Conversion Price | $ / shares | $ 3.60 | |
2016 Convertible Notes Payable [Member] | Maximum [Member] | ||
Term of Notes | 2 years | |
Conversion Price | $ / shares | $ 4.50 | |
2017 Convertible Notes Payable [Member] | ||
Interest rate | 10.00% | |
Principal Outstanding | $ 5,256,547 | $ 36,113,296 |
Discount Amount | 1,852,916 | 11,232,423 |
Carrying Amount | $ 3,403,631 | $ 24,880,873 |
Shares Underlying Principal | Number | 1,409,247 | 5,357,488 |
2017 Convertible Notes Payable [Member] | Minimum [Member] | ||
Term of Notes | Due on demand | |
Conversion Price | $ / shares | $ 3.50 | |
2017 Convertible Notes Payable [Member] | Maximum [Member] | ||
Term of Notes | 2 years | |
Conversion Price | $ / shares | $ 10 | |
2018 Convertible Notes Payable [Member] | ||
Interest rate | 10.00% | |
Principal Outstanding | $ 13,494,055 | |
Discount Amount | 4,660,330 | |
Carrying Amount | $ 8,833,725 | |
Shares Underlying Principal | Number | 3,611,398 | |
2018 Convertible Notes Payable [Member] | Minimum [Member] | ||
Term of Notes | Due on demand | |
Conversion Price | $ / shares | $ 3.50 | |
2018 Convertible Notes Payable [Member] | Maximum [Member] | ||
Term of Notes | 2 years | |
Conversion Price | $ / shares | $ 10 | |
Convertible Notes Payable [Member] | ||
Principal Outstanding | $ 19,737,579 | $ 38,416,503 |
Discount Amount | 6,531,502 | 11,315,721 |
Carrying Amount | $ 13,206,077 | $ 27,100,782 |
Shares Underlying Principal | Number | 5,350,440 | 6,065,587 |
Principal Outstanding, Current | $ 13,230,978 | $ 12,860,912 |
Principal Outstanding, Non Current | 6,506,601 | 25,555,591 |
Discount Amount Current | 5,060,562 | 5,835,910 |
Discount Amount Non Current | 1,470,940 | 5,479,811 |
Convertible notes payable, Current | 8,170,416 | 7,025,002 |
Convertible notes payable, Non Current | $ 5,035,661 | $ 20,075,780 |
Shares Underlying Principal Current | Number | 3,552,804 | 3,449,984 |
Shares Underlying Principal Non Current | Number | 1,797,636 | 2,615,603 |
2012 Convertible notes payable - related party [Member] | ||
Interest rate | 10.00% | |
Term of Notes | Due on demand | |
Conversion Price | $ / shares | $ 3.30 | |
Principal Outstanding | $ 200,000 | $ 200,000 |
Carrying Amount | $ 200,000 | $ 200,000 |
Shares Underlying Principal | Number | 71,127 | 68,122 |
2015 Convertible notes payable - related party [Member] | ||
Interest rate | 10.00% | |
Term of Notes | 2 years | |
Conversion Price | $ / shares | $ 4.50 | |
Principal Outstanding | $ 200,000 | $ 200,000 |
Carrying Amount | $ 200,000 | $ 200,000 |
Shares Underlying Principal | Number | 56,109 | 53,905 |
2017 Convertible notes payable - related party [Member] | ||
Interest rate | 10.00% | |
Term of Notes | 2 years | |
Conversion Price | $ / shares | $ 10 | |
Principal Outstanding | $ 5,000,000 | |
Discount Amount | 503,125 | |
Carrying Amount | $ 4,496,875 | |
Shares Underlying Principal | Number | 507,465 | |
2018 Convertible notes payable - related party [Member] | ||
Interest rate | 10.00% | |
Term of Notes | 2 years | |
Conversion Price | $ / shares | $ 10 | |
Principal Outstanding | $ 9,400,000 | |
Discount Amount | 1,243,337 | |
Carrying Amount | $ 8,156,663 | |
Shares Underlying Principal | Number | 971,577 | |
Convertible notes payable - related party [Member] | ||
Principal Outstanding | $ 14,800,000 | $ 400,000 |
Discount Amount | 1,746,462 | |
Carrying Amount | $ 13,053,538 | $ 400,000 |
Shares Underlying Principal | Number | 1,606,278 | 122,027 |
Principal Outstanding, Current | $ 400,000 | $ 400,000 |
Principal Outstanding, Non Current | 14,400,000 | |
Discount Amount Non Current | 1,746,462 | |
Convertible notes payable, Current | 400,000 | $ 400,000 |
Convertible notes payable, Non Current | $ 12,653,538 | |
Shares Underlying Principal Current | Number | 127,236 | 122,027 |
Shares Underlying Principal Non Current | Number | 1,479,042 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - $ / shares | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Average stated interest rate | 10.00% | 11.00% |
Average effective interest rate | 39.00% | 24.00% |
Description of debt conversion | Certain notes with a $4.50 or a $10.00 stated conversion price in the second year of their two-year term are subject to automatic conversion into shares of Company common stock at a conversion price equal to 80% of the initial public offering price at the time of a qualified public offering. | |
Percentage of initial public offering price | 80.00% | |
Warrants [Member] | ||
Method of calculation of fair value of warrants | Black Scholes Merton Option Pricing Model | |
Minimum [Member] | ||
Conversion Price | $ 3.05 | |
Maximum [Member] | ||
Conversion Price | $ 10 |
NOTES PAYABLE (Details 2)
NOTES PAYABLE (Details 2) | Jun. 30, 2018USD ($) |
Long Term Debt By Maturity [Abstract] | |
2018 (six months) | $ 18,528,269 |
2,019 | 5,883,665 |
2,020 | 15,906,601 |
Total | $ 40,318,535 |
NOTES PAYABLE (Details 3)
NOTES PAYABLE (Details 3) - Warrants [Member] | Jun. 30, 2018$ / shares | Mar. 31, 2018$ / shares | Dec. 31, 2017$ / shares | Dec. 31, 2016$ / shares | Dec. 31, 2015$ / shares | Dec. 31, 2014$ / shares | Dec. 31, 2013$ / shares | Sep. 11, 2013$ / shares |
Stock price | $ 11.30 | $ 11.20 | $ 11.40 | $ 6 | $ 4.70 | $ 4.90 | $ 3.60 | $ 3.60 |
Term [Member] | ||||||||
Term | 2 months 12 days | 5 months 12 days | 8 months 12 days | 1 year 8 months 12 days | 2 years 8 months 12 days | 3 years 8 months 12 days | 4 years 8 months 12 days | 5 years |
Risk-free Interest Rate [Member] | ||||||||
Warrants and rights outstanding, measurement input | 1.88 | 2.06 | 1.62 | 1.09 | 1.23 | 1.38 | 1.75 | 1.72 |
Expected Volatility [Member] | ||||||||
Warrants and rights outstanding, measurement input | 49.80 | 57.10 | 55.80 | 68.30 | 64.10 | 71.50 | 63.20 | 72.40 |
Convertible Notes Payable [Member] | ||||||||
Stock price | $ 11.40 | |||||||
Convertible Notes Payable [Member] | Exercise Price [Member] | ||||||||
Warrants and rights outstanding, measurement input | 10.80 | |||||||
Convertible Notes Payable [Member] | Term [Member] | ||||||||
Term | 5 years | |||||||
Convertible Notes Payable [Member] | Risk-free Interest Rate [Member] | ||||||||
Warrants and rights outstanding, measurement input | 2.20 | |||||||
Convertible Notes Payable [Member] | Expected Volatility [Member] | ||||||||
Warrants and rights outstanding, measurement input | 70 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | Mar. 29, 2018 | Dec. 29, 2017 | Sep. 29, 2016 | Sep. 12, 2016 | Jun. 10, 2015 | Jun. 10, 2014 | Sep. 11, 2013 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 11, 2014 | Jun. 10, 2010 |
Warrants outstanding | 4,403,432 | ||||||||||||
Fair value of outstanding warrants | $ 19,611,000 | ||||||||||||
Warrants Issued with Notes (in shares) | 240,764 | ||||||||||||
Exercise price - options vested | $ 11.40 | ||||||||||||
Share-based compensation | $ 1,665,301 | $ 2,803,759 | |||||||||||
Period remaining for recognition of unrecognized compensation cost | 10 months 24 days | ||||||||||||
Letter of Agreement [Member] | KPM Tech Co | |||||||||||||
Common stock price | $ 15.32 | ||||||||||||
Future capital increases | $ 13,000,000 | ||||||||||||
Letter of Agreement [Member] | Hanil Vacuum Co | |||||||||||||
Common stock price | $ 3.68 | ||||||||||||
Future capital increases | $ 1,000,000 | ||||||||||||
GPB Debt Holdings II, LLC [Member] | Purchase Warrant [Member] | |||||||||||||
Percent of product of registrable securities and closing sale price liable upon non registration as liquidation damages | 2.00% | ||||||||||||
GPB Debt Holdings II, LLC [Member] | Purchase Warrant [Member] | Maximum [Member] | |||||||||||||
Penalty percent of product of registrable securities and closing sale price liable upon non registration as liquidation damages | 12.00% | ||||||||||||
2011 Stock Incentive Option Plan [Member] | |||||||||||||
Options granted | 50,000 | ||||||||||||
Exercise price - options vested | $ 11.40 | $ 11.40 | |||||||||||
Exercise price - options | $ 4.15 | $ 4.12 | $ 4.10 | ||||||||||
Options outstanding | 6,755,200 | 6,775,200 | 6,955,200 | ||||||||||
Total unrecognized compensation cost | $ 2,200,000 | ||||||||||||
2011 Stock Incentive Option Plan [Member] | Employee Stock Option | |||||||||||||
Options granted | 30,000 | ||||||||||||
2011 Stock Incentive Option Plan [Member] | Equity Option | |||||||||||||
Share-based compensation | $ 1,700,000 | $ 2,800,000 | |||||||||||
Private Placement | |||||||||||||
Units issued in offering (in units) | 3,020,501 | ||||||||||||
Unit price of offering (in dollars per share) | 2.50 | ||||||||||||
Units issued in offering | $ 7,551,253 | ||||||||||||
Warrants issued to broker of the offering | 300,000 | ||||||||||||
Exercise price | $ 3.50 | $ 3.50 | |||||||||||
Warrants outstanding | 2,225,036 | ||||||||||||
Fair value of outstanding warrants | $ 1,800,000 | $ 7,068,000 | |||||||||||
Number of warrants exercised | 1,095,465 | ||||||||||||
Proceeds from exercise of warrants | $ 3,800,000 | ||||||||||||
Issuance of common stock for exercise of warrants | 1,095,465 | ||||||||||||
Adjustment to additional paid-in capital - warrants | $ 1,800,000 | ||||||||||||
Private Placement | Letter of Agreement [Member] | |||||||||||||
Future capital investment | 13,000,000 | ||||||||||||
Reduction in additional paid in capital | $ 720,000 | ||||||||||||
Private Placement | Letter of Agreement [Member] | KPM Tech Co | |||||||||||||
Purchase of common stock | $ 17,000,000 | ||||||||||||
Common stock price | $ 4.50 | ||||||||||||
Number of shares issued | 3,777,778 | ||||||||||||
Private Placement | Letter of Agreement [Member] | Hanil Vacuum Co | |||||||||||||
Purchase of common stock | $ 3,000,000 | ||||||||||||
Future capital investment | $ 1,000,000 | ||||||||||||
Number of shares issued | 666,667 | ||||||||||||
Private Placement | Letter of Agreement [Member] | KPM Tech Co And Hanil Vacuum Co | |||||||||||||
Purchase of common stock | $ 20,000,000 | ||||||||||||
Private Placement | Common Class A | |||||||||||||
Common stock subscription | 4,115,966 | ||||||||||||
Private Placement | Warrant | |||||||||||||
Warrants outstanding | 2,520,501 | ||||||||||||
Common stock subscription | 3,320,501 | ||||||||||||
Share price | $ 11.30 | ||||||||||||
Warrants cancelled | 800,000 | ||||||||||||
Private Placement | Warrant | Maximum [Member] | |||||||||||||
Share price | $ 12.30 | ||||||||||||
Number of shares callable by warrants | 1,803,285 | ||||||||||||
Private Placement | Warrant | Minimum [Member] | |||||||||||||
Share price | $ 11.30 | ||||||||||||
Number of shares callable by warrants | 1,739,815 | ||||||||||||
Increase in share price | $ 1 | ||||||||||||
Private Placement | Replacement Warrants [Member] | |||||||||||||
Exercise price | $ 3.50 | ||||||||||||
Private Placement | Replacement Warrants [Member] | |||||||||||||
Exercise price | $ 3.50 | ||||||||||||
Warrants outstanding | 1,095,465 | ||||||||||||
Fair value of outstanding warrants | $ 2,545,000 | ||||||||||||
Warrants Issued with Notes (in shares) | 1,095,465 | ||||||||||||
Warrant exercise inducement expense | $ 3,500,000 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Warrants outstanding, ending | 4,403,432 | |
Warrant | ||
Warrants outstanding, beginning | 5,265,432 | 5,024,668 |
Granted | 240,764 | |
Exercised | (8,316) | |
Cancelled, forfeited and expired | (853,684) | |
Warrants outstanding, ending | 4,403,432 | 5,265,432 |
STOCKHOLDERS' DEFICIT (Detail54
STOCKHOLDERS' DEFICIT (Details 1) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Outstanding | 4,403,432 |
Exercisable | 4,403,432 |
Warrants Issued in 2013 - Exercise Price $3.30 [Member] | |
Outstanding | $ / shares | $ 3.30 |
Exercisable | $ / shares | $ 3.30 |
Warrants Issued in 2013 - Exercise Price $3.50 [Member] | |
Outstanding | 1,413,036 |
Outstanding | 3 months 4 days |
Outstanding | $ / shares | $ 3.50 |
Exercisable | 1,413,036 |
Exercisable | $ / shares | $ 3.50 |
Warrants Issued in 2013 [Member] | |
Outstanding | 1,413,036 |
Exercisable | 1,413,036 |
Warrants Issued in 2014 - Exercise Price $3.50 [Member] | |
Outstanding | 1,145,465 |
Outstanding | 2 months 23 days |
Outstanding | $ / shares | $ 3.50 |
Exercisable | 1,145,465 |
Exercisable | $ / shares | $ 3.50 |
Warrants Issued in 2014 [Member] | |
Outstanding | 1,145,465 |
Exercisable | 1,145,465 |
Warrants Issued in 2015 - Exercise Price $4.90 [Member] | |
Outstanding | 110,417 |
Outstanding | 1 year 8 months 5 days |
Outstanding | $ / shares | $ 4.90 |
Exercisable | 110,417 |
Exercisable | $ / shares | $ 4.90 |
Warrants Issued in 2015 [Member] | |
Outstanding | 110,417 |
Exercisable | 110,417 |
Warrants Issued in 2016 - Exercise Price $4.50 [Member] | |
Outstanding | 118,750 |
Outstanding | 3 years |
Outstanding | $ / shares | $ 4.50 |
Exercisable | 118,750 |
Exercisable | $ / shares | $ 4.50 |
Warrants Issued in 2016 - Exercise Price $4.70 [Member] | |
Outstanding | 75,000 |
Outstanding | 2 years 10 months 3 days |
Outstanding | $ / shares | $ 4.70 |
Exercisable | 75,000 |
Exercisable | $ / shares | $ 4.70 |
Warrants Issued in 2016 - Exercise Price $5.00 [Member] | |
Outstanding | 1,300,000 |
Outstanding | 2 years 10 months 10 days |
Outstanding | $ / shares | $ 5 |
Exercisable | 1,300,000 |
Exercisable | $ / shares | $ 5 |
Warrants Issued in 2016 [Member] | |
Outstanding | 1,493,750 |
Exercisable | 1,493,750 |
Warrants Issued in 2017 - Exercise Price $ 10.80 [Member] | |
Outstanding | 240,764 |
Outstanding | 5 years |
Outstanding | $ / shares | $ 10.80 |
Exercisable | 240,764 |
Exercisable | $ / shares | $ 10.80 |
STOCKHOLDERS' DEFICIT (Detail55
STOCKHOLDERS' DEFICIT (Details 3) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Exercise price - options vested | $ 11.40 | |
2011 Stock Incentive Option Plan [Member] | ||
Options outstanding, beginning | 6,775,200 | 6,955,200 |
Granted or deemed issued | 30,000 | 50,000 |
Exercised | (11,895) | |
Cancelled, forfeited and expired | (50,000) | (218,105) |
Options outstanding, end | 6,755,200 | 6,775,200 |
Options exercisable | 6,041,750 | 5,604,439 |
Options available for future grant | 2,244,800 | 2,224,800 |
Options outstanding, beginning | $ 4.12 | $ 4.10 |
Exercise price - options vested | 11.40 | 11.40 |
Exercised | 4.19 | |
Cancelled, forfeited and expired | 5 | 4.98 |
Options outstanding, end | 4.15 | 4.12 |
Options exercisable | $ 4.02 | $ 3.95 |
COMMITMENTS AND CONTINGENCIES56
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Jul. 12, 2017USD ($)Numberkg$ / kg | Jun. 12, 2017USD ($)$ / sharesshares | Jun. 12, 2017KRW (₩)₩ / shares | Jul. 31, 2017USD ($) | Jul. 31, 2017KRW (₩)₩ / shares | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2017USD ($) | Jun. 30, 2018₩ / shares | Dec. 31, 2017$ / shares | Dec. 31, 2017₩ / shares | Sep. 29, 2016USD ($) |
Rent expense | $ 178,123 | $ 141,790 | $ 302,410 | $ 293,102 | |||||||||
Telcon, Inc. ("Telcon") [Member] | |||||||||||||
Investment | $ 31,800,000 | ₩ 36,001,446,221 | |||||||||||
Investment, in per share | ₩ / shares | ₩ 5,419 | ||||||||||||
Investment, closing price | (per share) | $ 4.83 | $ 8.84 | $ 8.84 | ₩ 9,850 | $ 13.95 | ₩ 14,900 | |||||||
Proceeds from supply agreement | $ 31,800,000 | ||||||||||||
Telcon, Inc. ("Telcon") [Member] | Bridge Loan [Member] | |||||||||||||
Bridge loan borrowing capacity | $ 3,500,000 | ||||||||||||
Interest rate | 5.00% | ||||||||||||
Receivable from distribution agreement trigger | $ 5,000,000 | ||||||||||||
Collaterized debt - security interest | $ 10,000,000 | ||||||||||||
Telcon, Inc. ("Telcon") [Member] | Korea (South), Won | |||||||||||||
Shares originally purchased (in shares) | shares | 6,643,559 | ||||||||||||
Investment, in per share | ₩ / shares | ₩ 5,460 | ||||||||||||
Proceeds from supply agreement | ₩ | ₩ 36,000,000 | ||||||||||||
Telcon, Inc. ("Telcon") [Member] | Management Control Acquistion Agreement [Member] | |||||||||||||
Investment | $ 31,800,000 | ||||||||||||
Investment, closing price | $ / shares | $ 4.79 | ||||||||||||
Ownership interest | 10.30% | ||||||||||||
Telcon, Inc. ("Telcon") [Member] | Management Control Acquistion Agreement [Member] | Korea (South), Won | |||||||||||||
Investment | ₩ | ₩ 36,000,000,000 | ||||||||||||
Shares originally purchased (in shares) | shares | 6,643,559 | ||||||||||||
Investment, in per share | ₩ / shares | ₩ 5,419 | ||||||||||||
Telcon, Inc. ("Telcon") [Member] | API Supply Agreement [Member] | |||||||||||||
Proceeds from supply agreement | $ 31,800,000 | ||||||||||||
Telcon, Inc. ("Telcon") [Member] | API Supply Agreement [Member] | Pharmaceutical Grade L-glutamine [Member] | |||||||||||||
Percentage of right to supply | 25.00% | 25.00% | |||||||||||
Agreement term | 15 years | 15 years | |||||||||||
Telcon, Inc. ("Telcon") [Member] | API Supply Agreement [Member] | Korea (South), Won | |||||||||||||
Proceeds from supply agreement | ₩ | ₩ 36,000,000,000 | ||||||||||||
Telcon, Inc. ("Telcon") [Member] | Revised API Agreement [Member] | |||||||||||||
Agreement term | 5 years | ||||||||||||
Number of renewals | Number | 10 | ||||||||||||
Weight of drug per supply agreement | kg | 940,000 | ||||||||||||
Unit price of grade L-glutamine | $ / kg | 50 | ||||||||||||
Purchase amount | $ 47,000,000 | ||||||||||||
Telcon, Inc. ("Telcon") [Member] | Revised API Agreement [Member] | Maximum [Member] | |||||||||||||
Agreement term | 15 years | ||||||||||||
Yearly purchase commitments | $ 2,500,000 | ||||||||||||
Telcon, Inc. ("Telcon") [Member] | Revised API Agreement [Member] | Minimum [Member] | |||||||||||||
Yearly purchase commitments | $ 5,000,000 |
COMMITMENTS AND CONTINGENCIES57
COMMITMENTS AND CONTINGENCIES (Details) | Jun. 30, 2018USD ($) |
Future minimum lease payments | |
2018 (six months) | $ 203,604 |
2,019 | 687,032 |
2,020 | 611,012 |
2,021 | 626,545 |
2,022 | 646,047 |
Thereafter | 777,344 |
Total | $ 3,551,584 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018USD ($)Number$ / shares | Dec. 31, 2017USD ($)Number$ / shares | ||||
Short-term Debt [Line Items] | |||||
Principal Amount Outstanding | $ 32,040,571 | $ 37,408,186 | |||
Shares Underlying Principal | Number | 6,956,718 | 6,187,614 | |||
Masaharu & Emiko Osato [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | 11.00% | [1] | 11.00% | [2] | |
Date of Loan | Dec. 29, 2015 | [1] | Dec. 29, 2015 | [2] | |
Term of Loan | [1] | Due on Demand | |||
Principal Amount Outstanding | [2] | $ 300,000 | |||
Highest Principal Outstanding | $ 300,000 | [1] | $ 300,000 | [2] | |
Amount of Principal Repaid | [1] | 300,000 | |||
Amount of Interest Paid | [1] | $ 76,036 | |||
Yutaka Niihara [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | 10.00% | [1],[3] | 10.00% | [2],[4] | |
Date of Loan | May 21, 2015 | [1],[3] | May 21, 2015 | [2],[4] | |
Term of Loan | [1],[3] | Due on Demand | |||
Highest Principal Outstanding | $ 826,105 | [1],[3] | $ 826,105 | [2],[4] | |
Amount of Principal Repaid | 94,339 | [1],[3] | 94,339 | [2],[4] | |
Amount of Interest Paid | $ 61,829 | [1],[3] | $ 61,829 | [2],[4] | |
Masaharu & Emiko Osato [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | 11.00% | [1] | 11.00% | [2] | |
Date of Loan | Feb. 25, 2016 | [1] | Feb. 25, 2016 | [2] | |
Term of Loan | [1] | Due on Demand | |||
Principal Amount Outstanding | [2] | $ 400,000 | |||
Highest Principal Outstanding | $ 400,000 | [1] | $ 400,000 | [2] | |
Amount of Principal Repaid | [1] | 400,000 | |||
Amount of Interest Paid | [1] | $ 94,389 | |||
Hope Hospice [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | [5] | 10.00% | 8.00% | ||
Date of Loan | [5] | Apr. 4, 2016 | Jan. 17, 2012 | ||
Term of Loan | [5] | Due on Demand | |||
Highest Principal Outstanding | [5] | $ 50,000 | $ 200,000 | ||
Amount of Principal Repaid | [5] | 50,000 | 200,000 | ||
Amount of Interest Paid | [5] | $ 8,110 | $ 7,331 | ||
Lan T. Tran [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | 10.00% | [3] | 11.00% | [4] | |
Date of Loan | Apr. 29, 2016 | [3] | Feb. 10, 2016 | [4] | |
Term of Loan | [3] | Due on Demand | |||
Principal Amount Outstanding | $ 20,000 | [3] | $ 130,510 | [4] | |
Highest Principal Outstanding | $ 20,000 | [3] | $ 130,510 | [4] | |
Hope Hospice [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | [5] | 10.00% | 10.00% | ||
Date of Loan | [5] | Jun. 3, 2016 | Apr. 4, 2016 | ||
Term of Loan | [5] | Due on Demand | |||
Principal Amount Outstanding | [5] | $ 250,000 | |||
Highest Principal Outstanding | [5] | $ 250,000 | $ 50,000 | ||
Amount of Principal Repaid | [5] | 50,000 | |||
Amount of Interest Paid | [5] | $ 8,110 | |||
Lan T. Tran [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | 10.00% | [3] | 10.00% | [4] | |
Date of Loan | Feb. 9, 2017 | [3] | Apr. 29, 2016 | [4] | |
Term of Loan | [3] | Due on Demand | |||
Principal Amount Outstanding | $ 12,000 | [3] | $ 20,000 | [4] | |
Highest Principal Outstanding | $ 12,000 | [3] | $ 20,000 | [4] | |
Yutaka Niihara [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | 10.00% | [1],[3] | 10.00% | [2],[4] | |
Date of Loan | Sep. 14, 2017 | [1],[3] | Sep. 14, 2017 | [2],[4] | |
Term of Loan | [1],[3] | Due on Demand | |||
Principal Amount Outstanding | $ 903,751 | [1],[3] | $ 903,751 | [2],[4] | |
Highest Principal Outstanding | $ 903,751 | [1],[3] | 903,751 | [2],[4] | |
Lan T. Tran [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | [3] | 10.00% | |||
Date of Loan | [3] | Feb. 10, 2018 | |||
Term of Loan | [3] | Due on Demand | |||
Principal Amount Outstanding | $ 159,222 | [3] | 2,036,261 | ||
Highest Principal Outstanding | 159,222 | [3] | 3,562,366 | ||
Amount of Principal Repaid | 794,339 | ||||
Amount of Interest Paid | $ 129,470 | ||||
Promissory Note Payable To Related Parties [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | [4] | 10.00% | |||
Date of Loan | [4] | Feb. 9, 2017 | |||
Principal Amount Outstanding | 1,344,973 | $ 12,000 | [4] | ||
Highest Principal Outstanding | 2,921,078 | $ 12,000 | [4] | ||
Amount of Principal Repaid | 844,339 | ||||
Amount of Interest Paid | $ 240,364 | ||||
Wei Peu Zen [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | [1] | 10.00% | |||
Date of Loan | [1] | Nov. 6, 2017 | |||
Term of Loans | [1] | 2 years | |||
Principal Amount Outstanding | [1] | $ 5,000,000 | |||
Highest Principal Outstanding | [1] | 5,000,000 | |||
Amount of Interest Paid | [1] | $ 250,000 | |||
Conversion Rate (in dollars per share) | $ / shares | [1] | $ 10 | |||
Shares Underlying Principal | Number | [1] | 507,465 | |||
Profit Preview Int'l Group, Ltd. [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | [6] | 10.00% | |||
Date of Loan | [6] | Feb. 1, 2018 | |||
Term of Loans | [6] | 2 years | |||
Principal Amount Outstanding | [6] | $ 4,037,000 | |||
Highest Principal Outstanding | [6] | $ 4,037,000 | |||
Conversion Rate (in dollars per share) | $ / shares | [6] | $ 10 | |||
Shares Underlying Principal | Number | [6] | 420,290 | |||
Yasushi Nagasaki [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | 10.00% | [3] | 10.00% | [4] | |
Date of Loan | Jun. 29, 2012 | [3] | Jun. 29, 2012 | [4] | |
Term of Loan | [3] | Due on Demand | |||
Principal Amount Outstanding | $ 200,000 | [3] | $ 200,000 | [4] | |
Highest Principal Outstanding | 388,800 | [3] | 388,800 | [4] | |
Amount of Principal Repaid | 188,800 | [3] | 188,800 | [4] | |
Amount of Interest Paid | $ 57,886 | [3] | $ 57,886 | [4] | |
Conversion Rate (in dollars per share) | $ / shares | $ 3.30 | [3] | $ 3.30 | [4] | |
Shares Underlying Principal | Number | 71,127 | [3] | 68,122 | [4] | |
Profit Preview Int'l Group, Ltd. [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | [6] | 10.00% | |||
Date of Loan | [6] | Mar. 21, 2018 | |||
Term of Loans | [6] | 2 years | |||
Principal Amount Outstanding | [6] | $ 5,363,000 | |||
Highest Principal Outstanding | [6] | $ 5,363,000 | |||
Conversion Rate (in dollars per share) | $ / shares | [6] | $ 10 | |||
Shares Underlying Principal | Number | [6] | 551,287 | |||
Charles & Kimxa Stark [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | 10.00% | [3] | 10.00% | [4] | |
Date of Loan | Oct. 1, 2015 | [3] | Oct. 1, 2015 | [4] | |
Term of Loans | 2 years | [3] | 2 years | [4] | |
Highest Principal Outstanding | $ 20,000 | [3] | $ 20,000 | [4] | |
Amount of Principal Repaid | 20,000 | [3] | 20,000 | [4] | |
Amount of Interest Paid | $ 4,405 | [3] | $ 4,405 | [4] | |
Conversion Rate (in dollars per share) | $ / shares | $ 4.50 | [3] | $ 4.50 | [4] | |
Convertible notes payable - related party non-current [Member] | |||||
Short-term Debt [Line Items] | |||||
Principal Amount Outstanding | $ 14,400,000 | ||||
Highest Principal Outstanding | 14,400,000 | ||||
Amount of Interest Paid | $ 250,000 | ||||
Shares Underlying Principal | Number | 1,479,042 | ||||
Yutaka & Soomi Niihara [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | 10.00% | [1],[3] | 10.00% | [2],[4] | |
Date of Loan | Nov. 16, 2015 | [1],[3] | Nov. 16, 2015 | [2],[4] | |
Term of Loans | 2 years | [1],[3] | 2 years | [2],[4] | |
Principal Amount Outstanding | $ 200,000 | [1],[3] | $ 200,000 | [2],[4] | |
Highest Principal Outstanding | $ 200,000 | [1],[3] | $ 200,000 | [2],[4] | |
Conversion Rate (in dollars per share) | $ / shares | $ 4.50 | [1],[3] | $ 4.50 | [2],[4] | |
Shares Underlying Principal | Number | 56,109 | [1],[3] | 53,905 | [2],[4] | |
Promissory note payable and convertible notes payable - related party [Member] | |||||
Short-term Debt [Line Items] | |||||
Principal Amount Outstanding | $ 16,144,973 | $ 2,436,261 | |||
Highest Principal Outstanding | 17,929,878 | 4,171,166 | |||
Amount of Principal Repaid | 1,053,139 | 1,003,139 | |||
Amount of Interest Paid | $ 552,655 | $ 191,761 | |||
Shares Underlying Principal | Number | 1,606,278 | 122,027 | |||
Convertible notes payable - related party current [Member] | |||||
Short-term Debt [Line Items] | |||||
Principal Amount Outstanding | $ 400,000 | $ 400,000 | |||
Highest Principal Outstanding | 608,800 | 608,800 | |||
Amount of Principal Repaid | 208,800 | 208,800 | |||
Amount of Interest Paid | $ 62,291 | $ 62,291 | |||
Shares Underlying Principal | Number | 127,236 | 122,027 | |||
Hope Hospice [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | [5] | 8.00% | |||
Date of Loan | [5] | Jun. 14, 2012 | |||
Highest Principal Outstanding | [5] | $ 200,000 | |||
Amount of Principal Repaid | [5] | 200,000 | |||
Amount of Interest Paid | [5] | $ 14,762 | |||
Hope Hospice [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | [5] | 8.00% | |||
Date of Loan | [5] | Jun. 21, 2012 | |||
Highest Principal Outstanding | [5] | $ 100,000 | |||
Amount of Principal Repaid | [5] | 100,000 | |||
Amount of Interest Paid | [5] | $ 7,249 | |||
Hope Hospice [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | [5] | 8.00% | |||
Date of Loan | [5] | Feb. 11, 2013 | |||
Highest Principal Outstanding | [5] | $ 50,000 | |||
Amount of Principal Repaid | [5] | 50,000 | |||
Amount of Interest Paid | [5] | $ 1,559 | |||
Hope Hospice [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | [5] | 10.00% | |||
Date of Loan | [5] | Jan. 7, 2015 | |||
Highest Principal Outstanding | [5] | $ 100,000 | |||
Amount of Principal Repaid | [5] | 100,000 | |||
Amount of Interest Paid | [5] | $ 28,630 | |||
IRA Service Trust Co. FBO Peter B. Ludlum [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | [4] | 10.00% | |||
Date of Loan | [4] | Feb. 20, 2015 | |||
Principal Amount Outstanding | [4] | $ 10,000 | |||
Highest Principal Outstanding | [4] | $ 10,000 | |||
IRA Service Trust Co. FBO Peter B. Ludlum Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | [4] | 10.00% | |||
Date of Loan | [4] | May 5, 2016 | |||
Principal Amount Outstanding | [4] | $ 10,000 | |||
Highest Principal Outstanding | [4] | $ 10,000 | |||
Hope Hospice [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest Rate | [5] | 10.00% | |||
Date of Loan | [5] | Jun. 3, 2016 | |||
Principal Amount Outstanding | [5] | $ 250,000 | |||
Highest Principal Outstanding | [5] | $ 250,000 | |||
[1] | Director. | ||||
[2] | Director | ||||
[3] | Officer. | ||||
[4] | Officer | ||||
[5] | Dr. Niihara, a Director and Chief Executive Officer of the Company, is also the Chief Executive Officer of Hope Hospice. | ||||
[6] | Mr. Zen, a Director, is the sole owner of Profit Preview Int'l Group, Ltd. |
GEOGRAPHIC INFORMATION (Details
GEOGRAPHIC INFORMATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
United States [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 2,228,702 | $ 26,884 | $ 2,903,749 | $ 41,503 |
Percentage of revenue (in percent) | 87.00% | 22.00% | 87.00% | 19.00% |
Japan [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 88,038 | $ 42,290 | $ 131,043 | $ 70,848 |
Percentage of revenue (in percent) | 4.00% | 36.00% | 4.00% | 31.00% |
Taiwan [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 137,722 | $ 49,467 | $ 163,822 | $ 113,767 |
Percentage of revenue (in percent) | 5.00% | 42.00% | 5.00% | 50.00% |
France [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 106,891 | $ 144,053 | ||
Percentage of revenue (in percent) | 4.00% | 4.00% | ||
Saudi Arabia [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 9,744 | $ 9,744 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jul. 01, 2018 | Jun. 30, 2018 |
Principal Amounts | $ 59,007,351 | |
Convertible Notes Payable [Member] | Subsequent Event [Member] | ||
Principal Amounts | $ 3,000,000 | |
Stated Annual Interest | 6.00% | |
Term of Notes | 1 Year | |
Conversion Price | $ 10 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Telcon, Inc. ("Telcon") [Member] ₩ / shares in Units, $ / shares in Units, ₩ in Millions, $ in Millions | Oct. 31, 2018$ / shares | Sep. 29, 2017$ / sharesshares | Jun. 12, 2017USD ($)$ / sharesshares | Jun. 12, 2017KRW (₩)₩ / shares | Jul. 31, 2017₩ / shares | Jun. 30, 2018$ / shares | Jun. 30, 2018₩ / shares | Dec. 31, 2017$ / shares | Dec. 31, 2017₩ / shares |
Investment, in per share | ₩ / shares | ₩ 5,419 | ||||||||
Investment, closing price | (per share) | $ 4.83 | $ 8.84 | ₩ 9,850 | $ 13.95 | ₩ 14,900 | ||||
Proceeds from supply agreement | $ | $ 31.8 | ||||||||
Number of shares issued | shares | 4,444,445 | ||||||||
Common stock price | $ / shares | $ 6.60 | ||||||||
Subsequent Event [Member] | |||||||||
Share repurchases, initial price per share | $ / shares | $ 7.60 | ||||||||
Korea (South), Won | |||||||||
Shares originally purchased (in shares) | shares | 6,643,559 | ||||||||
Investment, in per share | ₩ / shares | ₩ 5,460 | ||||||||
Proceeds from supply agreement | ₩ | ₩ 36 |