Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 09, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | RXII | |
Entity Registrant Name | RXi Pharmaceuticals Corp | |
Entity Central Index Key | 1,533,040 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 18,164,356 | |
Entity Small Business | true | |
Entity Emerging Growth | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 3,240 | $ 3,581 |
Restricted cash | 50 | 50 |
Prepaid expenses and other current assets | 332 | 201 |
Total current assets | 3,622 | 3,832 |
Property and equipment, net | 187 | 248 |
Other assets | 0 | 18 |
Total assets | 3,809 | 4,098 |
Current liabilities: | ||
Accounts payable | 491 | 511 |
Accrued expenses | 1,568 | 1,754 |
Total current liabilities | 2,059 | 2,265 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 4,449,909 and 2,429,993 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 0 | 0 |
Additional paid-in capital | 85,934 | 80,384 |
Accumulated deficit | (84,184) | (78,551) |
Total stockholders' equity | 1,750 | 1,833 |
Total liabilities and stockholders' equity | $ 3,809 | $ 4,098 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,449,909 | 2,429,993 |
Common stock, shares outstanding | 4,449,909 | 2,429,993 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 57 | $ 0 | $ 138 | $ 0 |
Operating expenses: | ||||
Research and development | 838 | 1,490 | 3,382 | 4,166 |
Acquired in-process research and development | 0 | 0 | 0 | 4,696 |
General and administrative | 711 | 986 | 2,386 | 3,209 |
Total operating expenses | 1,549 | 2,476 | 5,768 | 12,071 |
Operating loss | (1,492) | (2,476) | (5,630) | (12,071) |
Total other expense, net | (1) | 0 | (3) | 0 |
Loss before income taxes | (1,493) | (2,476) | (5,633) | (12,071) |
Income tax benefit | 0 | 0 | 0 | 1,621 |
Net loss | $ (1,493) | $ (2,476) | $ (5,633) | $ (10,450) |
Net loss per share: Basic and diluted | $ (0.34) | $ (1.05) | $ (1.54) | $ (4.71) |
Weighted average shares: basic and diluted | 4,371,259 | 2,351,144 | 3,662,924 | 2,216,775 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (5,633) | $ (10,450) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 61 | 48 |
Non-cash stock-based compensation | 117 | 276 |
Acquired in-process research and development | 0 | 4,696 |
Deferred taxes | 0 | (1,621) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (113) | (121) |
Accounts payable | (20) | (417) |
Accrued expenses | (186) | 276 |
Net cash used in operating activities | (5,774) | (7,313) |
Cash flows from investing activities: | ||
Cash acquired in MirImmune Inc. acquisition | 0 | 100 |
Cash paid for purchase of property and equipment | 0 | (203) |
Net cash provided by investing activities | 0 | (103) |
Cash flows from financing activities: | ||
Net proceeds from the issuance of common stock and warrants | 5,433 | (74) |
Net cash provided by (used in) financing activities | 5,433 | (74) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (341) | (7,490) |
Cash, cash equivalents and restricted cash at the beginning of period | 3,631 | 12,956 |
Cash, cash equivalents and restricted cash at the end of period | 3,290 | 5,466 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Cancellation of notes receivable | 0 | 150 |
Accounts payable assumed | 0 | 5 |
Fair value of securities issued | 0 | 2,824 |
Series B Preferred Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversions of convertible preferred stock into common stock | 0 | 3,525 |
Series C Preferred Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversions of convertible preferred stock into common stock | $ 0 | $ 816 |
1. Nature of Operations
1. Nature of Operations | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations RXi Pharmaceuticals Corporation (“ RXi we our Company sd-rxRNA ® Prior to the Company’s acquisition of MirImmune Inc. in January 2017, our principal activities consisted of the preclinical and clinical development of the Company’s sd-rxRNA compounds and topical immunotherapy agent in the areas of dermatology and ophthalmology. In January 2018, after a thorough review of its business operations, development programs and financial resources, the Company made a strategic decision to focus solely on immuno-oncology to accelerate growth and support a potential return on investment for its stockholders. The Company’s current business strategy focuses on the development of immuno-oncology therapeutics utilizing our proprietary sd-rxRNA technology. The Company intends to seek a partner and/or out-licensee for each of its dermatology and ophthalmology franchises, including RXI-109 and Samcyprone ® On January 3, 2018, the Board of Directors of the Company approved a 1-for-10 reverse stock split of the Company’s outstanding common stock, which was effected on January 8, 2018. All share and per share amounts in the financial statements have been retroactively adjusted for all periods presented to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in par value to additional paid-in capital. |
2. Significant Accounting Polic
2. Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP Principles of Consolidation The consolidated financial statements include the accounts of RXi Pharmaceuticals Corporation and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation. Uses of Estimates in Preparation of Financial Statements The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. Cash Equivalents and Restricted Cash The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in certificates of deposit. Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards. Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for cash equivalents, restricted cash, accounts payable and accrued expenses approximate their fair values due to their short-term nature. Research and Development Expenses Research and development costs relate to salaries, employee benefits, facility-related expenses, supplies, stock-based compensation related to employees and non-employees involved in the Company’s research and development, external services, other operating costs and overhead related to its research and development departments, costs to acquire technology licenses and expenses associated with preclinical activities and its clinical trials. Research and development expenses are charged to expense as incurred. Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as prepaid expenses and expensed when the service has been performed or when the goods have been received. Accrued liabilities are recorded related to those expenses for which vendors have not yet billed the Company with respect to services provided and/or materials that it has received. Preclinical and clinical trial expenses relate to estimates of costs incurred and fees connected with clinical trial sites, third-party clinical research organizations and other preclinical and clinical related activities and include such items as subject-related fees, laboratory work, investigator fees and analysis costs. Costs associated with these expenses are generally payable on the passage of time or when certain milestones are achieved. Expense is recorded during the period incurred or in the period in which a milestone is achieved. In order to ensure that the Company has adequately provided for preclinical and clinical expenses during the proper period, the Company maintains an accrual to cover these expenses. These accruals are assessed on a quarterly basis and are based on such assumptions as expected total cost, the length of the study, timing of certain milestones and other information available to us. Actual results may differ from these estimates and could have a material impact on the Company’s reported results. The Company’s historical accrual estimates have not been materially different from its actual costs. Stock-based Compensation The Company follows the provisions of the Financial Accounting Standards Board (“ FASB ASC Compensation — Stock Compensation ASC 718 Income Taxes The Company recognizes assets or liabilities for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with the FASB ASC Topic 740, “Accounting for Income Taxes.” Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. Net Loss per Share The Company accounts for and discloses net loss per share in accordance with the FASB ASC Topic 260, “ Earnings per Share.” |
3. Recent Accounting Pronouncem
3. Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | 3. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ ASU Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606) – Principal Versus Agent Considerations,” Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606) – Narrow Scope Improvements and Practical Expedient In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) Codification Improvements to Topic 842, Leases Leases Leases (Topic 842): Targeted Improvements Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption consistent with preparers’ requests. This standard will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. The Company is currently evaluating the impact of this ASU on its consolidated financial statements, but expects that the adoption will result in the current operating lease being recorded on the consolidated balance sheet. In June 2018, the FASB issued ASU 2018-07, “ Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the Securities and Exchange Commission issued Release No. 33-10532 that amends and clarifies certain financial reporting requirements. The principal change to the Company’s financial reporting will be the inclusion of the annual disclosure requirement of changes in stockholders’ equity in Rule 3-04 of Regulation S-X to interim periods. We will adopt this new rule beginning with our financial reporting for the quarter ended March 31, 2019. Upon adoption, the Company will include the consolidated Statements of Stockholders’ Equity with each quarterly filing on Form 10-Q. |
4. Stockholders' Equity
4. Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 4. Stockholders’ Equity Lincoln Park Capital Fund, LLC – LPC Purchase Agreement During the three months ended September 30, 2018, the Company sold 15,000 shares of common stock to LPC for net proceeds of approximately $21,000. During the nine months ended September 30, 2018, the Company sold 435,000 shares of common stock to LPC for net proceeds of approximately $1,312,000. April 2018 Registered Direct Offering and Private Placement April 2018 Offering Warrants Private Placement Placement Agent Warrants The Company assessed the Warrants and Placement Agent Warrants under the FASB ASC Topic 480, “ Distinguishing Liabilities from Equity ASC 480 Derivatives and Hedging ASC 815 Warrants — Exercise price Number of Shares Expiration $ 52.00 130,007 June 2, 2020 $ 9.00 1,277,793 December 21, 2021 $ 3.15 1,132,953 May 31, 2023 $ 4.0546 75,530 April 9, 2023 Total warrants outstanding 2,616,283 |
5. Net Loss per Share
5. Net Loss per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 5. Net Loss per Share The following table sets forth the potential common shares excluded from the calculation of net loss per share because their inclusion would be anti-dilutive: September 30, 2018 2017 Options to purchase common stock 157,514 53,100 Unvested, restricted stock 73,587 – Restricted stock units 151,250 – Warrants to purchase common stock 2,616,283 1,408,000 Total 2,998,634 1,461,100 |
6. Stock-based Compensation
6. Stock-based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 6. Stock-based Compensation Stock Options The Company uses the Black-Scholes option-pricing model to determine the fair value of all its option grants. For valuing options granted during the three and nine months ended September 30, 2018 and 2017, the following assumptions were used: For the Three Months Ended For the Nine Months Ended 2018 2017 2018 2017 Risk-free interest rate 2.93 % 1.94 – 2.35 % 2.70 – 2.93 % 1.73 – 2.49 % Expected volatility 161.45 % 83.87 – 91.99 % 91.28 – 161.45 % 82.99 – 123.01 % Weighted average expected volatility 161.45 % 87.93 % 159.55 % 84.65 % Expected lives (in years) 6.25 6.25 – 10.00 5.50 – 10.00 5.20 – 10.00 Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % The weighted average fair value of options granted during the three months ended September 30, 2018 and 2017 was $1.72 and $4.90, respectively. The weighted average fair value of options granted during the nine months ended September 30, 2018 and 2017 was $1.75 and $4.90, respectively. The risk-free interest rate used for each grant is based upon the yield on zero-coupon U.S. Treasury securities with a term similar to the expected life of the related option. The Company’s expected stock price volatility assumption is based upon the Company’s own implied volatility. The expected life assumption for option grants is based upon the simplified method provided for under ASC 718. The dividend yield assumption is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends. The following table summarizes the activity of the Company’s stock options for the nine months ended September 30, 2018: Number Weighted- Aggregate Balance at December 31, 2017 50,180 $ 192.30 Granted 108,250 1.83 Exercised – – Cancelled (916 ) 29.50 Balance at September 30, 2018 157,514 $ 62.35 $ – Exercisable at September 30, 2018 38,939 $ 244.14 $ – Stock-based compensation expense related to stock options for the three months ended September 30, 2018 and 2017 was $17,000 and $43,000, respectively. Stock-based compensation expense related to stock options for the nine months ended September 30, 2018 and 2017 was $95,000 and $276,000, respectively. Restricted Stock Units In addition to options to purchase shares of common stock, the Company may also grant restricted stock units (“ RSUs The following table summarizes the activity of the Company’s RSUs for the nine months ended September 30, 2018: Number Weighted- Unvested units at December 31, 2017 – $ – Granted 151,250 1.79 Vested – – Forfeited – – Unvested units at September 30, 2018 151,250 $ 1.79 During the three and nine months ended September 30, 2018, the Company recorded $22,000 of expense related to RSUs. There was no expense related to RSUs recorded in the same prior year periods. Such expense is included in stock-based compensation expense in the condensed consolidated statement of operations. Restricted Stock On August 31, 2018, Geert Cauwenbergh, Dr. Med. Sc., the Company’s Chief Executive Officer, elected the right to receive, in lieu of cash, for the period from September 15, 2018 to December 31, 2018, up to 50% of his base salary and cash bonuses, if any, (collectively, the “ Compensation For the three and nine months ended September 30, 2018, the Company granted 73,587 restricted shares of the Company’s common stock in lieu of Compensation to Dr. Cauwenbergh. No stock-based compensation expense was recorded related to the restricted shares for the three and nine months ended September 30, 2018 or 2017. Stock-based compensation expense based on the grant date fair value of the restricted shares will be recognized as an expense over the requisite vesting period, which is expected to occur during the three months ended December 31, 2018. Compensation Expense Related to Equity Awards The Company recorded total stock-based compensation expense related to equity awards in the condensed consolidated statement of operations for the three and nine months ended September 30, 2018 and 2017 as follows, in thousands: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Research and development $ 9 $ 7 $ 29 $ 80 General and administrative 30 36 88 196 Total stock-based compensation $ 39 $ 43 $ 117 $ 276 |
7. Subsequent Events
7. Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 7. Subsequent Events On October 3, 2018, the Company closed an underwritten public offering (the “ October 2018 Offering Units October 2018 Warrants Pre-Funded Units Pre-Funded Warrants The net proceeds from the October 2018 Offering will be reflected in stockholders’ equity for the year ending December 31, 2018. Additionally, pursuant to the October 2018 Offering, the Company issued warrants to purchase up to 1,607,143 shares of common stock at an exercise price of $0.875 per share to the underwriter, H.C. Wainwright & Co., LLC. Subsequent to the balance sheet date, 10,534,286 Pre-Funded Warrants were converted into 10,534,286 shares of common stock for net proceeds of $105,000. |
2. Significant Accounting Pol_2
2. Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of RXi Pharmaceuticals Corporation and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation. |
Uses of Estimates in Preparation of Financial Statements | Uses of Estimates in Preparation of Financial Statements The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. |
Cash Equivalents and Restricted Cash | Cash Equivalents and Restricted Cash The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in certificates of deposit. Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for cash equivalents, restricted cash, accounts payable and accrued expenses approximate their fair values due to their short-term nature. |
Research and Development Expenses | Research and Development Expenses Research and development costs relate to salaries, employee benefits, facility-related expenses, supplies, stock-based compensation related to employees and non-employees involved in the Company’s research and development, external services, other operating costs and overhead related to its research and development departments, costs to acquire technology licenses and expenses associated with preclinical activities and its clinical trials. Research and development expenses are charged to expense as incurred. Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as prepaid expenses and expensed when the service has been performed or when the goods have been received. Accrued liabilities are recorded related to those expenses for which vendors have not yet billed the Company with respect to services provided and/or materials that it has received. Preclinical and clinical trial expenses relate to estimates of costs incurred and fees connected with clinical trial sites, third-party clinical research organizations and other preclinical and clinical related activities and include such items as subject-related fees, laboratory work, investigator fees and analysis costs. Costs associated with these expenses are generally payable on the passage of time or when certain milestones are achieved. Expense is recorded during the period incurred or in the period in which a milestone is achieved. In order to ensure that the Company has adequately provided for preclinical and clinical expenses during the proper period, the Company maintains an accrual to cover these expenses. These accruals are assessed on a quarterly basis and are based on such assumptions as expected total cost, the length of the study, timing of certain milestones and other information available to us. Actual results may differ from these estimates and could have a material impact on the Company’s reported results. The Company’s historical accrual estimates have not been materially different from its actual costs. |
Stock-based Compensation | Stock-based Compensation The Company follows the provisions of the Financial Accounting Standards Board (“ FASB ASC Compensation — Stock Compensation ASC 718 |
Income Taxes | Income Taxes The Company recognizes assets or liabilities for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with the FASB ASC Topic 740, “Accounting for Income Taxes.” |
Comprehensive Loss | Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. |
Net Loss per Share | Net Loss per Share The Company accounts for and discloses net loss per share in accordance with the FASB ASC Topic 260, “ Earnings per Share.” |
4. Stockholders' Equity (Tables
4. Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Summary of outstanding warrants | Exercise price Number of Shares Expiration $ 52.00 130,007 June 2, 2020 $ 9.00 1,277,793 December 21, 2021 $ 3.15 1,132,953 May 31, 2023 $ 4.0546 75,530 April 9, 2023 Total warrants outstanding 2,616,283 |
5. Net Loss per Share (Tables)
5. Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of antidilutive stock | September 30, 2018 2017 Options to purchase common stock 157,514 53,100 Unvested, restricted stock 73,587 – Restricted stock units 151,250 – Warrants to purchase common stock 2,616,283 1,408,000 Total 2,998,634 1,461,100 |
6. Stock-based Compensation (Ta
6. Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Assumptions Used to Determine Fair Value of Option Grants | For the Three Months Ended For the Nine Months Ended 2018 2017 2018 2017 Risk-free interest rate 2.93 % 1.94 – 2.35 % 2.70 – 2.93 % 1.73 – 2.49 % Expected volatility 161.45 % 83.87 – 91.99 % 91.28 – 161.45 % 82.99 – 123.01 % Weighted average expected volatility 161.45 % 87.93 % 159.55 % 84.65 % Expected lives (in years) 6.25 6.25 – 10.00 5.50 – 10.00 5.20 – 10.00 Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % |
Summary of Stock Option Activity | Number Weighted- Aggregate Balance at December 31, 2017 50,180 $ 192.30 Granted 108,250 1.83 Exercised – – Cancelled (916 ) 29.50 Balance at September 30, 2018 157,514 $ 62.35 $ – Exercisable at September 30, 2018 38,939 $ 244.14 $ – |
Summary of RSU activity | Number Weighted- Unvested units at December 31, 2017 – $ – Granted 151,250 1.79 Vested – – Forfeited – – Unvested units at September 30, 2018 151,250 $ 1.79 |
Details of Stock-based Compensation Expense Recorded | Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Research and development $ 9 $ 7 $ 29 $ 80 General and administrative 30 36 88 196 Total stock-based compensation $ 39 $ 43 $ 117 $ 276 |
1. Nature of Operations (Detail
1. Nature of Operations (Details Narrative) | Jan. 03, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Stock split description | Company approved a 1-for-10 reverse stock split of the Company’s outstanding common stock, which was effected on January 8, 2018. |
Reverse stock split ratio | .001 |
4. Stockholders' Equity (Detail
4. Stockholders' Equity (Details - Warrants outstanding) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of Shares Underlying Warrants | 2,616,283 |
$52.00 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 52 |
Number of Shares Underlying Warrants | 130,007 |
Warrant expiration date | Jun. 2, 2020 |
$9.00 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 9 |
Number of Shares Underlying Warrants | 1,277,793 |
Warrant expiration date | Dec. 21, 2021 |
$3.15 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 3.15 |
Number of Shares Underlying Warrants | 1,132,953 |
Warrant expiration date | May 31, 2023 |
$4.0546 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 4.0546 |
Number of Shares Underlying Warrants | 75,530 |
Warrant expiration date | Apr. 9, 2023 |
4. Stockholders' Equity (Deta_2
4. Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Apr. 11, 2018 | |
Proceeds from the sale of equity | $ 5,433 | $ (74) | ||
LPC Purchase Agreement [Member] | ||||
Stock issued during period, shares | 15,000 | 435,000 | ||
Proceeds from the issuance of common stock | $ 21 | $ 1,312 | ||
April 2018 Direct Offering [Member] | Common Stock [Member] | ||||
Stock issued during period, shares | 1,510,604 | |||
Stock price per share | $ 3.15 | |||
April 2018 Private Placement [Member] | Warrants [Member] | ||||
Stock price per share | $ 0.125 | |||
Warrants issued | 1,132,953 | |||
Warrant exercise price | $ 3.15 | |||
April 2018 Offering and Private Placement [Member] | ||||
Proceeds from the sale of equity | $ 4,210 | |||
April 2018 Offering and Private Placement [Member] | H.C. Wainwright [Member] | ||||
Warrants issued | 75,530 | |||
Warrant exercise price | $ 4.0546 |
5. Net Loss per Share (Details
5. Net Loss per Share (Details - Antidilutive shares) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 2,998,634 | 1,461,100 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 157,514 | 53,100 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 73,587 | 0 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 151,250 | 0 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 2,616,283 | 1,408,000 |
6. Stock-based Compensation (De
6. Stock-based Compensation (Details - Assumptions) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate, Minimum | 1.94% | 2.70% | 1.73% | |
Risk-free interest rate, Maximum | 2.35% | 2.93% | 2.49% | |
Risk-free interest rate | 2.93% | |||
Expected volatility, Minimum | 83.87% | 91.28% | 82.99% | |
Expected volatility, Maximum | 91.99% | 161.45% | 123.01% | |
Expected volatility | 161.45% | |||
Weighted average expected volatility | 161.45% | 87.93% | 159.55% | 84.65% |
Expected lives (in years) | 6 years 3 months | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected lives (in years) | 6 years 3 months | 5 years 6 months | 5 years 2 months 12 days | |
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected lives (in years) | 10 years | 10 years | 10 years |
6. Stock-based Compensation (_2
6. Stock-based Compensation (Details - Option activity) - Options [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Number of Options | |
Total Number of Shares, Beginning Balance | shares | 50,180 |
Total Number of Shares, Granted | shares | 108,250 |
Total Number of Shares, Exercised | shares | 0 |
Total Number of Shares, Cancelled | shares | (916) |
Total Number of Shares, Ending Balance | shares | 157,514 |
Total Number of Shares, Exercisable | shares | 38,939 |
Weighted-Average Exercise Price | |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ / shares | $ 192.30 |
Weighted-Average Exercise Price Per Share, Granted | $ / shares | 1.83 |
Weighted-Average Exercise Price Per Share, Exercised | $ / shares | |
Weighted-Average Exercise Price Per Share, Cancelled | $ / shares | 29.50 |
Weighted-Average Exercise Price Per Share, Ending Balance | $ / shares | 62.35 |
Weighted-Average Exercise Price Per Share, Exercisable | $ / shares | $ 244.14 |
Aggregate Intrinsic Value | |
Aggregate Intrinsic Value, Ending Balance | $ | $ 0 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
6. Stock-based Compensation (_3
6. Stock-based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
RSU's unvested units, beginning balance | shares | 0 |
RSU's granted | shares | 151,250 |
RSU's vested | shares | 0 |
RSU's forfeited | shares | 0 |
RSU's unvested units, ending balance | shares | 151,250 |
RSU beginning grant date price per share | $ / shares | $ 0 |
RSU's granted, price per share | $ / shares | 1.79 |
RSU's vested, price per share | $ / shares | |
RSU's forfeited, price per share | $ / shares | |
RSU's ending price per share | $ / shares | $ 1.79 |
6. Stock-based Compensation (_4
6. Stock-based Compensation (Details - Share-based compensation) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 39 | $ 43 | $ 117 | $ 276 |
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 9 | 7 | 29 | 80 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 30 | $ 36 | $ 88 | $ 196 |
6. Stock-based Compensation (_5
6. Stock-based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based compensation expense | $ 39 | $ 43 | $ 117 | $ 276 |
Cauwenbergh [Member] | Restricted Stock [Member] | ||||
Share-based compensation expense | $ 0 | $ 0 | $ 0 | $ 0 |
Restricted stock granted for compensation, shares | 73,587 | 73,587 | ||
Options [Member] | ||||
Weighted average grant date fair value per share of options granted | $ 1.72 | $ 4.90 | $ 1.75 | $ 4.90 |
Share-based compensation expense | $ 17 | $ 43 | $ 95 | $ 276 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based compensation expense | $ 22 | $ 0 | $ 22 | $ 0 |
7. Subsequent Events (Details N
7. Subsequent Events (Details Narrative) - USD ($) | 9 Months Ended | 10 Months Ended | ||
Oct. 03, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Nov. 05, 2018 | |
Proceeds from sale of equity | $ 5,433,000 | $ (74,000) | ||
Subsequent Event [Member] | Pre-Funded Warrants [Member] | Common Stock [Member] | ||||
Pre-Funded Warrants converted | 10,534,286 | |||
Stock issued upon conversion of pre-funded warrants | 10,534,286 | |||
Proceeds from conversionof pre-funded warrants | $ 105,000 | |||
Subsequent Event [Member] | October 2018 Offering [Member] | ||||
Proceeds from sale of equity | $ 13,300,000 | |||
Subsequent Event [Member] | October 2018 Offering [Member] | H.C. Wainwright & Co [Member] | ||||
Warrants isssued new, shares | 1,607,143 | |||
Warrant exercise price | $ 0.875 | |||
Subsequent Event [Member] | October 2018 Offering [Member] | Pre-Funded Units [Member] | ||||
Pre-funded unit description | One pre-funded warrant and one warrant | |||
Pre-funded warrants issued new, shares | 17,702,858 | |||
Shares issued price per share | $ 0.69 | |||
Subsequent Event [Member] | October 2018 Offering [Member] | Units [Member] | ||||
Unit description | One share of common stock and one warrant | |||
Stock issued new, shares | 3,725,714 | |||
Warrants isssued new, shares | 3,725,714 | |||
Shares issued price per share | $ 0.70 | |||
Warrant exercise price | 0.70 | |||
Subsequent Event [Member] | October 2018 Offering [Member] | October 2018 Warrants [Member] | ||||
Warrant exercise price | $ 0.70 | |||
Warrant expiration term | 7 years | |||
Subsequent Event [Member] | October 2018 Offering [Member] | Pre-Funded Warrants [Member] | Pre-Funded Units [Member] | ||||
Pre-funded warrant description | Convertible into one share of common stock | |||
Warrant exercise price | $ 0.01 |