Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018shares | |
Document and Entity Information [Abstract] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2018 |
Document Fiscal Year Focus | 2018 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | Akari Therapeutics Plc |
Entity Central Index Key | 0001541157 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Trading Symbol | AKTX |
Entity Common Stock, Shares Outstanding | 1,580,693,413 |
Entity Shell Company | false |
Entity Emerging Growth Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash | $ 5,446,138 | $ 28,106,671 |
Prepaid expenses and other current assets | 1,423,184 | 706,415 |
Deferred financing costs | 585,000 | 0 |
Total Current Assets | 7,454,322 | 28,813,086 |
Restricted cash | 521,829 | 142,235 |
Property and equipment, net | 20,425 | 55,898 |
Patent acquisition costs, net | 32,978 | 39,124 |
Total Assets | 8,029,554 | 29,050,343 |
Current Liabilities: | ||
Accounts payable | 1,586,285 | 1,971,161 |
Accrued expenses | 1,489,558 | 4,795,873 |
Liabilities related to options | 1,842,424 | 5,081,335 |
Total Current Liabilities | 4,918,267 | 11,848,369 |
Other long-term liability | 0 | 48,003 |
Total liabilities | 4,918,267 | 11,896,372 |
Commitments and Contingencies | ||
Shareholders' Equity: | ||
Share capital of £0.01 par value Authorized: 10,000,000,000 and 5,000,000,000 ordinary shares; issued and outstanding: 1,580,693,413 and 1,525,693,393 at December 31, 2018 and 2017, respectively | 23,651,277 | 22,927,534 |
Additional paid-in capital | 106,616,083 | 104,799,550 |
Accumulated other comprehensive loss | (352,426) | (236,246) |
Accumulated deficit | (126,803,647) | (110,336,867) |
Total Shareholders' Equity | 3,111,287 | 17,153,971 |
Total Liabilities and Shareholders' Equity | $ 8,029,554 | $ 29,050,343 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares |
Common stock, par value | (per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 10,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 1,580,693,413 | 1,525,693,393 |
Common stock, shares outstanding | 1,580,693,413 | 1,525,693,393 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Expenses: | |||
Research and development costs | $ 11,795,376 | $ 23,285,279 | $ 17,306,001 |
General and administrative expenses | 10,896,158 | 11,798,910 | 9,940,557 |
Litigation settlement (gain) loss | (2,700,000) | 2,700,000 | 0 |
Total Operating Expenses | 19,991,534 | 37,784,189 | 27,246,558 |
Loss from Operations | (19,991,534) | (37,784,189) | (27,246,558) |
Other Income (Expenses): | |||
Interest income | 222,256 | 175,393 | 143,195 |
Changes in fair value of option liabilities - gains | 3,238,911 | 2,581,473 | 8,733,350 |
Foreign currency exchange gains (losses) | 81,501 | (358,540) | 272,985 |
Other expenses | (17,914) | (13,394) | (43,969) |
Total Other Income (Expenses) | 3,524,754 | 2,384,932 | 9,105,561 |
Net Loss | (16,466,780) | (35,399,257) | (18,140,997) |
Other Comprehensive (Loss) Income: | |||
Foreign Currency Translation Adjustment | (116,180) | 43,851 | (436,577) |
Comprehensive Loss | $ (16,582,960) | $ (35,355,406) | $ (18,577,574) |
Loss per ordinary share (basic and diluted) | $ (0.01) | $ (0.03) | $ (0.02) |
Weighted average ordinary shares (basic and diluted) | 1,540,309,840 | 1,247,293,388 | 1,177,693,383 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Shareholders' Equity at Dec. 31, 2015 | $ 48,719,525 | $ 18,340,894 | $ 87,018,764 | $ 156,480 | $ (56,796,613) |
Shareholders' Equity (in shares) at Dec. 31, 2015 | 1,177,693,383 | ||||
Stock-based compensation | 3,933,222 | $ 0 | 3,933,222 | 0 | 0 |
Dissolution of subsidiary | 27,377 | 0 | 27,377 | 0 | 0 |
Comprehensive Income (Loss) | (18,577,574) | 0 | 0 | (436,577) | (18,140,997) |
Shareholders' Equity at Dec. 31, 2016 | 34,102,550 | $ 18,340,894 | 90,979,363 | (280,097) | (74,937,610) |
Shareholders' Equity (in shares) at Dec. 31, 2016 | 1,177,693,383 | ||||
Stock-based compensation | 2,734,946 | $ 0 | 2,734,946 | 0 | 0 |
Issuance of share capital upon conversion of deferred shares | 0 | $ 0 | 0 | 0 | 0 |
Issuance of share capital upon conversion of deferred shares (in shares) | 10 | ||||
Issuance of share capital related to financing, net of issuance costs | 15,671,881 | $ 4,586,640 | 11,085,241 | 0 | 0 |
Issuance of share capital related to financing, net of issuance costs (in shares) | 348,000,000 | ||||
Comprehensive Income (Loss) | (35,355,406) | $ 0 | 43,851 | (35,399,257) | |
Shareholders' Equity at Dec. 31, 2017 | 17,153,971 | $ 22,927,534 | 104,799,550 | (236,246) | (110,336,867) |
Shareholders' Equity (in shares) at Dec. 31, 2017 | 1,525,693,393 | ||||
Stock-based compensation | 1,649,044 | $ 0 | 1,649,044 | 0 | 0 |
Issuance of share capital to directors | 0 | $ 0 | 0 | 0 | 0 |
Issuance of share capital to directors (in shares) | 20 | ||||
Issuance of share capital related to financing, net of issuance costs | 891,232 | $ 723,743 | 167,489 | 0 | 0 |
Issuance of share capital related to financing, net of issuance costs (in shares) | 55,000,000 | ||||
Comprehensive Income (Loss) | (16,582,960) | $ 0 | 0 | (116,180) | (16,466,780) |
Shareholders' Equity at Dec. 31, 2018 | $ 3,111,287 | $ 23,651,277 | $ 106,616,083 | $ (352,426) | $ (126,803,647) |
Shareholders' Equity (in shares) at Dec. 31, 2018 | 1,580,693,413 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (16,466,780) | $ (35,399,257) | $ (18,140,997) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 35,848 | 42,400 | 39,944 |
Stock-based compensation | 1,649,044 | 2,734,946 | 3,933,222 |
Litigation settlement loss | 0 | 2,700,000 | 0 |
Changes in fair value of the liability for options and warrants - gains | (3,238,911) | (2,581,473) | (8,733,350) |
Foreign currency exchange (losses) gains | (104,719) | 93,402 | (272,985) |
(Increase) decrease in assets: | |||
Prepaid expenses and other current assets | (716,859) | 807,408 | (785,876) |
(Decrease) increase in liabilities: | |||
Accounts payable and accrued expenses | (3,689,860) | 12,222 | (671,784) |
Other liabilities | (48,003) | (8,357) | 7,291 |
Total adjustments | (6,113,460) | 3,800,548 | (6,483,538) |
Net Cash Used in Operating Activities | (22,580,240) | (31,598,709) | (24,624,535) |
Cash Flows from Investing Activities: | |||
Purchase of property and equipment | 0 | (36,885) | (54,750) |
Purchase of short-term investments | 0 | 0 | (46,120,172) |
Maturities of short-term investments | 0 | 10,021,963 | 36,098,209 |
Receivable from related party | 0 | 0 | 10,081 |
Net Cash Provided by (Used in) Investing Activities | 0 | 9,985,078 | (10,066,632) |
Cash Flows from Financing Activities: | |||
Net proceeds from issuance of shares | 306,232 | 15,671,881 | 0 |
Net Cash Provided by Financing Activities | 306,232 | 15,671,881 | 0 |
Effect of Exchange Rates on Cash and Restricted Cash | (6,931) | (50,324) | (129,927) |
Net Decrease in Cash and Restricted Cash | (22,280,939) | (5,992,074) | (34,821,094) |
Cash and Restricted Cash, beginning | 28,248,906 | 34,240,980 | 69,062,074 |
Cash and Restricted Cash, end | 5,967,967 | 28,248,906 | 34,240,980 |
Supplemental Disclosures of Cash Flow Information: | |||
Deferred financing costs | $ 585,000 | $ 0 | $ 0 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | NOTE 1 – Nature of Business Akari Therapeutics, Plc, (the “Company” or “Akari”), formerly Celsus Therapeutics Plc (“Celsus”), is incorporated in the United Kingdom. The Company is a clinical-stage biopharmaceutical company focused on developing inhibitors of acute and chronic inflammation, specifically the complement system, the eicosanoid system and the bioamine system for the treatment of rare and orphan diseases. The accompanying financial statements have been prepared in conformity with U.S. GAAP, assuming that the Company will continue to operate as a going concern. As of December 31, 2018, the Company has an accumulated deficit of $126,803,647, cash of $5,446,138 and negative cash flows from operating activities in the amount of $22,580,240. On October 20, 2017, the Company sold an aggregate of 3,480,000 American Depositary Shares (“ADSs”) representing 348,000,000 ordinary shares, par value £0.01 (“Ordinary Shares”) for gross proceeds of $17.4 million at $5.00 per ADS with issuance costs of approximately $1.7 million. On September 26, 2018, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Aspire Capital Fund, LLC, an Illinois limited liability company (“Aspire Capital”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $20.0 million of the Company’s ADSs over the 30-month term of the Purchase Agreement. In consideration for entering into the Purchase Agreement, concurrently with the execution of the Purchase Agreement, the Company issued 30,000,000 Ordinary Shares to Aspire Capital and sold to Aspire Capital 25,000,000 Ordinary Shares for $0.02 per share (equivalent to $2.00 per ADS) (See Note 4). The Company believes its current capital resources are sufficient to support its operations through the end of the second quarter of 2019 without giving effect to the sale of additional shares to Aspire Capital under the Purchase Agreement. The Company’s activities since inception have consisted of raising capital and performing research and development activities. As of December 31, 2018, principal commercial operations have not commenced. The Company is subject to a number of risks similar to those of clinical stage companies, including dependence on key individuals, uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with clinical trials of products, dependence on third-party collaborators for research operations, need for regulatory approval of products, risks associated with protection of intellectual property, and competition with larger, better-capitalized companies. In addition, the Company is subject to risks related to an SEC investigation. For the year ended December 31, 2018, the Company reported a net loss of $16,466,780 and expects to continue to incur substantial losses over the next several years during its development phase. To fully execute its business plan, the Company will need, among other things, to complete its research and development efforts and clinical and regulatory activities. These activities may take several years and will require significant operating and capital expenditures in the foreseeable future. There can be no assurance that these activities will be successful. If the Company is not successful in these activities or there is not a favorable resolution of the SEC investigation it could delay, limit, reduce or terminate preclinical studies, clinical trials or other research and development activities. To fund its capital needs, the Company plans to raise funds through equity or debt financings or other sources, such as strategic partnerships and alliance and licensing arrangements, and in the long term, from the proceeds from sales. Additional funds may not be available when the Company needs them, on terms that are acceptable to it, or at all. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to the carrying amounts and classifications of assets and liabilities that would result if the Company was unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 – Summary of Significant Accounting Policies Principles of Consolidation – The Consolidated Financial Statements include the accounts of the Company and Volution Immuno Pharmaceuticals SA, a private Swiss company, its wholly-owned subsidiary. All intercompany transactions have been eliminated. Foreign Currency – The functional currency of the Company is U.S. dollars as that is the primary economic environment in which the Company operates as well as the currency in which it has been financed. The reporting currency of the Company is U.S. Dollars. The Company translated its non-U.S. operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded as foreign currency translation adjustments, a component of accumulated other comprehensive loss. Gains or losses from foreign currency transactions are included in foreign currency exchange gains/(losses). Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that may affect the reported amounts of assets, liabilities, equity, revenue, expenses and related disclosure of contingent assets and liabilities. Management’s estimates and judgments include assumptions used in the evaluation of impairment and useful lives of intangible assets (patents), accrued liabilities, deferred income taxes, liabilities related to stock options and warrants, stock-based compensation and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from those estimates under different assumptions or conditions. Fair Value Measurements – The carrying amounts of financial instruments, including cash, restricted cash, accounts payable and accrued expenses approximate fair value due to their short-term maturities. The Company’s liabilities related to options relate to equity and debt financing rounds and options related to RPC Pharma Limited (“RPC”), Akari’s majority shareholder, and are recognized on the balance sheet at their fair value, with changes in the fair value accounted for in the Statements of Comprehensive Loss and included in changes in fair value of option liabilities gains. Cash – The Company considers all highly-liquid investments with original maturities of 90 days or less at the time of acquisition to be cash equivalents. The Company had no cash equivalents as of December 31, 2018 and December 31, 2017. Restricted cash - Prepaid Expenses and Other Current Assets – Prepaid expenses and other current assets consist principally of VAT receivables and prepaid expenses. Deferred Financing Costs – Deferred financing costs relate to the upfront commitment fee paid to Aspire Capital in the form of Ordinary Shares and are included in current assets. They are amortized proportionally as the Company sells shares to Aspire Capital. Property and equipment, net – Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: Years Computers, peripheral, and scientific equipment 3 Office furniture and equipment 3 Depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $35,473, $39,351 and $36,898, respectively. Long-Lived Assets – The Company reviews all long-lived assets for impairment whenever events or circumstances indicate the carrying amount of such assets may not be recoverable. Recoverability of assets to be held or used is measured by comparison of the carrying value of the asset to the future undiscounted net cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds the discounted future cash flows expected to be generated by the asset. Patent Acquisition Costs – Patent acquisition costs and related capitalized legal fees are amortized on a straight-line basis over the shorter of the legal or economic life. The estimated useful life is 22 years. The Company expenses costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. Amortization of patent acquisition costs for the years ended December 31, 2018, 2017 and 2016 was $375, $3,049 and $3,046, respectively. Accrued Expenses – As part of the process of preparing the consolidated financial statements, it requires the estimate of accrued expenses. This process involves identifying services that third parties have performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred on these services as of each balance sheet date in the Company’s consolidated financial statements. Examples of estimated accrued expenses include contract service fees in conjunction with pre-clinical and clinical trials, professional service fees and contingent liabilities. In connection with these service fees, the Company’s estimates are most affected by its understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that the Company does not identify certain costs that have been incurred or it under or over-estimates the level of services or costs of such services, the Company’s reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to the Company’s estimation and judgment. The Company makes these judgments based upon the facts and circumstances known to it in accordance with U.S. GAAP. Research and Development Expenses – Costs associated with research and development are expensed as incurred. Research and development expenses include, among other costs, personnel expenses, costs incurred by outside laboratories, manufacturers’ and other accredited facilities in connection with clinical trials and preclinical studies. Research and development expenses for the years ended December 31, 2018, 2017 and 2016 were $11,795,376, $23,285,279 and $17,306,001, respectively. The Company accounts for research and development tax credits at the time its realization becomes probable. In September 2016 and March 2018, the Company realized research and development tax credits of $577,671 and $3,794,094, respectively, that was recorded as a credit to research and development costs in the Consolidated Statements of Comprehensive Loss (See Note 8). The Company did not realize research and development credits in 2017. Stock-Based Compensation Expense – Stock-based compensation expense is recorded using the fair-value based method for all awards granted. Compensation costs for stock options and awards is recorded in earnings (loss) over the requisite service period based on the fair value of those options and awards. For employees, fair value is estimated at the grant date, and for non-employees, fair value is re-measured at each reporting date as required by ASC 718, “ Compensation-Stock Compensation Equity-Based Payments to Non-Employees Concentration of Credit Risk – Financial instruments that subject the Company to credit risk consist of cash. The Company maintains cash with well-capitalized financial institutions. At times, those amounts may exceed insured limits. The Company has no significant concentrations of credit risk. Income Taxes – The Company accounts for income taxes in accordance with the accounting rules that require an asset and liability approach to accounting for income taxes based upon the future expected values of the related assets and liabilities. Deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and for tax loss and credit carry forwards and are measured using the expected tax rates estimated to be in effect when such basis differences reverse. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will, more likely than not, be realized. The Company has recorded a full valuation allowance on its deferred tax assets as of December 31, 2018 and December 31, 2017. 2017 U.S. Tax Reform – On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was signed into United States law. The TCJA includes a number of changes to existing tax law, including, among other things, a permanent reduction in the federal corporate income tax rate from 34% to 21%, effective as of January 1, 2018, as well as limitation of the deduction for net operating losses to 80% of annual taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such net operating losses may be carried forward indefinitely). The staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. In connection with the Company’s completed analysis of the impact of the TCJA, the tax rate change resulted in (i) a reduction in the gross amount of the Company’s deferred tax assets recorded as of December 31, 2017, without an impact on the net amount of its deferred tax assets, which are reported with a full valuation allowance, and (ii) no income tax expense or benefit being recognized as of the enactment date of the TCJA. Uncertain Tax Positions – The Company follows the provisions of ASC 740 “ Accounting for Uncertainty in Income Taxes Accounting for Uncertainty in Income Taxes Earnings (Loss) Per Share – Basic earnings (loss) per ordinary share is computed by dividing net income (loss) available to ordinary shareholders by the weighted-average number of Ordinary Shares outstanding during the period. Diluted earnings (loss) per ordinary share is computed by dividing net income (loss) available to ordinary shareholders by the sum of (1) the weighted-average number of Ordinary Shares outstanding during the period, (2) the dilutive effect of the assumed exercise of options and warrants using the treasury stock method and (3) the dilutive effect of other potentially dilutive securities. Comprehensive Income (Loss) – Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s other comprehensive loss is comprised of foreign currency translation adjustments. The following table provides details with respect to changes in accumulated other comprehensive loss, which is comprised of foreign currency translation adjustments, as presented in the balance sheets at December 31, 2018 and 2017: Balance January 1, 2016 $ 156,480 Net current period other comprehensive income (436,577 ) Balance December 31, 2016 (280,097 ) Net current period other comprehensive loss 43,851 Balance December 31, 2017 (236,246 ) Net current period other comprehensive income (116,180 ) Balance December 31, 2018 $ (352,426 ) Recent Accounting Pronouncements Adopted during year – In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers In November 2016, the FASB issued ASU 2016-18, Restricted Cash In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments Not yet adopted – In February 2016, the FASB issued ASU No. 2016-02, Leases In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 3 – Fair Value Measurements Fair value of financial instruments: The estimated fair value of financial instruments has been determined by the Company using available market information and valuation methodologies. Considerable judgment is required in estimating fair values. Accordingly, the estimates may not be indicative of the amounts the Company could realize in a current market exchange. The carrying amounts of cash, restricted cash, accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820, Fair Value Measurements and Disclosures establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - quoted prices in active markets for identical assets or liabilities; Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In accordance with ASC No. 820, the Company measures its liabilities related to options on a recurring basis at fair value. The liabilities related to options are classified within Level 3 value hierarchy because the liabilities are based on present value calculations and external valuation models whose inputs include market interest rates, estimated operational capitalization rates, volatilities and illiquidity. Unobservable inputs used in these models are significant. In June 2015, the Company raised short-term working capital in the form of loans from shareholders of approximately $3 million with the loans carrying with it, options in RPC, equivalent to 15% of the current outstanding equity issued by RPC. RPC is a private company that is a majority shareholder of the Company. The RPC options were accounted for in accordance with ASC 718, Compensation – Stock Compensation . The fair value of the RPC options was estimated using the fair value of Akari Ordinary Shares times RPC’s ownership in Akari Ordinary Shares times 15% and was initially valued at approximately $26 million. These options do not relate to the share capital of Akari. The exact terms of these options have not been finalized. The fair value of the RPC options was $1,842,424 and $5,081,335 as of December 31, 2018 and December 31, 2017, respectively. The fair value of the RPC options for the year ended December 31, 2018 decreased by $3,238,911 and the change, which represents a gain, was recognized as change in fair value of option/warrant liabilities gains in the Consolidated Statements of Comprehensive Loss. The Company accounts for the RPC options as a liability in accordance with ASC 815-40-25, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock and ASC 815-40-15, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock . The Company’s financial assets and liabilities measured at fair value on a recurring basis, consisted of the following instruments as of the following dates: December 31, December 31, 2018 2017 RPC options $ 1,842,424 $ 5,081,335 Fair value measurements using significant unobservable inputs (Level 3): Fair value of liabilities related to stock options Balance at December 31, 2016 7,662,808 Changes in values of liabilities related to options (2,581,473 ) Balance at December 31, 2017 5,081,335 Changes in values of liabilities related to options (3,238,911 ) Balance at December 31, 2018 $ 1,842,424 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 4 – Shareholders’ Equity Share Capital – The Company has 10,000,000,000 and 5,000,000,000 Ordinary Shares of authorized capital and 1,580,693,413 and 1,525,693,393 Ordinary Shares outstanding at December 31, 2018 and December 31, 2017, respectively. On June 26, 2017, previously issued Deferred B Shares and Deferred C Shares were converted into 10 Ordinary Shares. On October 20, 2017, the Company issued an aggregate of 3,480,000 ADSs representing 348,000,000 Ordinary Shares for gross proceeds of $17.4 million with issuance costs of approximately $1.7 million generating net proceeds of approximately $15.7 million. On July 19, 2018, the Company issued 10 Ordinary Shares each to two directors. Purchase Agreement and Registration Rights Agreement with Aspire Capital On September 26, 2018, the Company entered into a Purchase Agreement with Aspire Capital, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $20.0 million of the Company’s ADS, with each ADS representing one hundred ( 100 Under the Purchase Agreement, after the Securities and Exchange Commission (the “SEC”) has declared effective the registration statement referred to above (which occurred in February 2019), on any trading day selected by the Company, the Company has the right, in its sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”), directing Aspire Capital (as principal) to purchase up to 150,000 ADSs per business day and up to $20.0 million of the Company’s ADSs in the aggregate at a per share price (the “Purchase Price”) equal to the lesser of: the lowest sale price of the Company’s ADSs on the purchase date; or the arithmetic average of the three (3) lowest closing sale prices for the ADSs during the ten (10) consecutive business days ending on the business day immediately preceding such Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). In addition, on any date on which the Company submits a Purchase Notice to Aspire Capital in an amount of 150,000 ADSs, the Company also has the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of ADSs equal to up to 30% of the aggregate shares of the Company’s ADSs traded on its principal market on the next trading day (the “VWAP Purchase Date”), subject to a maximum number of 250,000 ADSs. The purchase price per share pursuant to such VWAP Purchase Notice is generally 97 The Purchase Price will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the period(s) used to compute the Purchase Price. The Company may deliver multiple Purchase Notices and VWAP Purchase Notices to Aspire Capital from time to time during the term of the Purchase Agreement, so long as the most recent purchase has been completed. The Purchase Agreement provides that the Company and Aspire Capital shall not effect any sales under the Purchase Agreement on any purchase date where the closing sale price of the Company’s ADSs is less than $0.25. There are no trading volume requirements or restrictions under the Purchase Agreement, and the Company will control the timing and amount of sales of the Company’s ADSs to Aspire Capital. Aspire Capital has no right to require any sales by the Company but is obligated to make purchases from the Company as directed by the Company in accordance with the Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. In consideration for entering into the Purchase Agreement, concurrently with the execution of the Purchase Agreement, the Company issued to Aspire Capital 30,000,000 Ordinary Shares of the Company (the “Commitment Shares”) and sold to Aspire Capital 25,000,000 Ordinary Shares (the “Initial Shares”) for $0.02 per share (equivalent to $2.00 per ADS). The Company recorded the value of the Commitment shares as deferred financing costs and included the costs in current assets. They are amortized proportionally as the Company sells shares to Aspire. As of December 31, 2018, the Company recognized $ 15,000 Share option plan – In accordance with the Company’s 2014 Equity Incentive Plan (the “Plan”), the number of shares that may be issued upon exercise of options under the Plan shall not exceed 183,083,207 Ordinary Shares. At December 31, 2018, 88,986,209 Ordinary Shares are available for future issuance under the Plan. The option plan is administered by the Company’s board of directors and grants are made pursuant thereto by the compensation committee. The per share exercise price for the shares to be issued pursuant to the exercise of an option shall be such price equal to the fair market value of the Company’s Ordinary Shares on the grant date and set forth in the individual option agreement. Options expire ten years after the grant date and typically vest over one to four years. The following is a summary of the Company’s share option activity and related information for employees and directors for the years ended December 31, 2018, 2017 and 2016: Number of shares Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term (in years) Aggregate intrinsic value Options outstanding as of January 1, 2016 61,362,198 $ 0.34 - Changes during the period: Granted 22,700,000 $ 1.14 $ 0.09 Forfeited (4,690,000 ) $ 0.21 $ 0.12 Options outstanding at December 31, 2016 79,372,198 $ 0.29 - Changes during the period: Granted 50,700,000 $ 0.05 $ 0.03 Forfeited (40,010,200 ) $ 0.32 $ 0.19 Options outstanding at December 31, 2017 90,061,998 $ 0.15 $ 266,011 Changes during the period: Granted 41,150,000 $ 0.02 $ 0.01 Forfeited (37,115,000 ) $ 0.07 $ 0.05 Options outstanding at December 31, 2018 94,096,998 $ 0.12 8.4 $ - Exercisable options at December 31, 2018 39,272,865 $ 0.21 7.3 $ - The Company measures compensation cost for all share-based awards at fair value on the date of grant and recognizes compensation expense in general administrative and research and development expenses within its Consolidated Statements of Comprehensive Loss using the straight-line method over the service period over which it expects the awards to vest. The Company estimates the fair value of all time-vested options as of the date of grant using the Black-Scholes option valuation model, which was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Option valuation models require the input of highly subjective assumptions, including the expected share price volatility, which is calculated based on the historical volatility of peer companies. The Company uses a risk-free interest rate, based on the U.S. Treasury instruments in effect at the time of the grant, for the period comparable to the expected term of the option. Given its limited history with share option grants and exercises, the Company uses the “simplified” method in estimating the expected term, the period of time that options granted are expected to be outstanding, for its grants. The Company classifies its stock-based payments as either liability-classified awards or as equity-classified awards. The Company re-measures liability-classified awards to fair value at each balance sheet date until the award is settled. The Company measures equity-classified awards at their grant date fair value and does not subsequently re-measure them. The Company has classified its stock-based payments, which are settled in ordinary shares as equity-classified awards, and share-based payments that are settled in cash as liability-classified awards. Compensation costs related to equity-classified awards generally are equal to the grant-date fair value of the award amortized over the vesting period of the award. The liability for liability-classified awards generally is equal to the fair value of the award as of the balance sheet date multiplied by the percentage vested at the time. The Company charges (or credits) the change in the liability amounts from one balance sheet date to another to stock-based compensation expense. Below are the assumptions used for the options granted during the years ended December 31, 2018, 2017 and 2016: December 31, 2018 2017 2016 Expected dividend yield 0 % 0 % 0 % Expected volatility 70.52 82.23 % 78.77 82.03 % 74.18 80.71 % Risk-free interest 2.49 3.13 % 1.21 2.21 % 1.03 1.52 % Expected life 5.5 6.25 5.5 6.25 5.5 6.25 The following is a summary of the Company’s share options granted separated into ranges of exercise price: Exercise price (range) ($) Options outstanding at December 31, 2018 Weighted average remaining contractual life (years) Weighted average exercise price ($) Options exercisable at December 31, 2018 Remaining contractual life (years for exercisable options) Weighted average exercise price ($) 0.02 0.05 54,300,000 9.39 0.03 7,187,500 8.54 0.05 0.12 0.19 18,834,629 7.32 0.15 14,936,711 7.29 0.16 0.32 20,782,369 6.72 0.32 16,968,654 6.72 0.32 1.56 2.00 180,000 4.43 1.62 180,000 4.43 1.62 94,096,998 39,272,865 During the years ended December 31, 2018, 2017 and 2016, the Company recorded approximately $1,649,000, $2,735,000 and $3,933,000, respectively, in stock-based compensation expenses for employees and directors. At December 31, 2018, there was approximately $1,665,000 of unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Company’s share option plans which the Company expects to recognize over 1.7 years. Warrants to service providers and investors – At December 31, 2018 there were no warrants outstanding. During the twelve months ended December 31, 2018, 399,160 warrants to purchase Ordinary Shares expired. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 5 – Related Party Transactions Office Lease - A non-employee director of the Company is also the CEO of The Doctors Laboratory (“TDL”). The Company leases its UK office space from TDL and has incurred expenses of approximately $139,000, $141,000 and $141,000 plus VAT during the years ended December 31, 2018, 2017 and 2016, respectively (see Note 6). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 6 – Commitments and Contingencies Loss contingencies - On May 12, 2017, a putative securities class action captioned Derek Da Ponte v. Akari Therapeutics, PLC, Gur Roshwalb, and Dov Elefant (Case 1:17-cv-03577) was filed in the U.S. District Court for the Southern District of New York against the Company, its former Chief Executive Officer, and its Chief Financial Officer. The plaintiff asserted claims alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), based primarily on the Company’s press releases or statements issued between April 24, 2017 and May 11, 2017 concerning the Phase II PNH trial of Nomacopan (Coversin) and the Edison Report about the Company and actions taken by it after the report was issued. The purported class covers the period from March 30, 2017 to May 11, 2017. The complaint seeks unspecified damages and costs and fees. On May 19, 2017, an almost identical class action complaint captioned Shamoon v. Akari Therapeutics, PLC, Gur Roshwalb, and Dov Elefant (Case 1:17-cv-03783) was filed in the same court. On July 11-12, 2017, candidates to be lead plaintiff filed motions to consolidate the cases and appoint a lead plaintiff. On August 10, 2017, the court issued a stipulated order: (i) consolidating the class actions under the caption In re: Akari Therapeutics, PLC Securities Litigation (Case 1:17-cv-03577); and (ii) setting out a schedule for plaintiffs to file a consolidated amended complaint and defendants to respond thereto. By order dated September 7, 2017, the court appointed lead plaintiffs for the class and lead plaintiffs’ counsel. On November 6, 2017, lead plaintiffs filed a consolidated amended complaint (the “CAC”). While the CAC contains similar substantive allegations to the initial complaints, it adds two additional defendants, Ray Prudo and Edison Investment Research Ltd., and the purported class period was changed to April 24, 2017 through May 30, 2017. On January 10, 2018, at a hearing regarding the defendants’ impending motions to dismiss the CAC, the Court gave plaintiffs permission to file a second consolidated amended complaint (the “SCAC”) and established a briefing schedule for defendants’ motions to dismiss the SCAC. Pursuant to that schedule, plaintiffs’ SCAC was filed on January 31, 2018. All briefing on the motions to dismiss was completed on April 20, 2018. On May 9, 2018, the parties engaged in a mediation session and came to an agreement in principle to settle the dispute. On June 8, 2018, the parties entered into a memorandum of understanding. A memorandum of understanding is not a definitive settlement agreement, which must be approved by the Court. By the terms of the memorandum, the parties agreed in principle to a total payment of $2.7 million in cash. The Company recorded the $2.7 million SCAC litigation settlement loss in the Consolidated Statement of Comprehensive Loss in the year ended December 31, 2017, which is the period in which the lawsuits were originally filed. The $2.7 million SCAC settlement liability was recorded as a loss contingency in accrued expenses in the Company’s Consolidated Balance Sheets as of December 31, 2017. On July 26, 2018, plaintiffs filed a notice with the Court voluntarily dismissing Edison from the action. On August 3, 2018, the remaining parties executed and filed a stipulation and agreement of settlement (the terms of which were consistent with the memorandum of understanding). On August 7, 2018, the Court granted plaintiffs’ motion for preliminary approval of the settlement, and on November 28, 2018, following a hearing with the parties, the court ordered final approval of the settlement. Plaintiffs subsequently moved to distribute the settlement funds to the class, and the Court granted plaintiffs’ motion on February 4, 2019. On August 24, 2018, the Company received a $2.7 million payment from its directors’ and officers’ liability insurance provider, the sum of which was paid to an escrow account for the benefit of the settlement class on August 27, 2018. This was recorded as a gain in the Consolidated Statements of Comprehensive Loss during the third quarter of 2018. Separately, Edison has sought indemnification from the Company pursuant to its contract with the Company, including reimbursement of all legal expenses that Edison incurs in connection with the securities class action (to which, as discussed above, Edison was added as a defendant on November 6, 2017) and lost profits from customer relationships that Edison claims it lost as a result of the retraction of the Edison Report. The parties have come to an agreement and settled the dispute for an immaterial amount to the Company’s operations and cash flows. The Company voluntarily reported to the SEC the circumstances leading to the withdrawal of the Edison Report and the outcome of its special committee’s investigation. In response, the SEC requested certain documents from the Company with respect to the matters it reported. The Company is cooperating with the SEC’s requests for information. On June 5, 2018, the Company received a subpoena from the SEC, which requested further documents and information primarily related to the Company’s Phase II clinical trial of Nomacopan (Coversin) in connection with an investigation of the Company that the SEC is conducting. The Company is in the process of responding to the subpoena and will continue to cooperate with the SEC. Lease commitment – The Company also had a five-year lease for offices in New York, New York effective July 2014. The lease ended early in December 2018. In January 2018, the Company entered into a sublease of office space in New York, New York for an approximately four-year term, which ended early in December 2018. The Company currently leases office space in New York, New York on a month-to-month basis. For the years ended December 31, 2018, 2017 and 2016, the Company incurred rental expense in the amount of approximately $814,000, $446,000 and $445,000, respectively. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 7 – Loss Per Share Basic loss per Ordinary Share is computed by dividing net loss available to ordinary shareholders by the weighted-average number of Ordinary Shares outstanding during the period. Diluted loss per ordinary share is computed by dividing net loss available to ordinary shareholders by the sum of (1) the weighted-average number of Ordinary Shares outstanding during the period, (2) the dilutive effect of the assumed exercise of share options using the treasury stock method, and (3) the dilutive effect of other potentially dilutive securities. The following is the calculation of the basic and diluted weighted average shares outstanding for the years ended December 31, 2018, 2017 and 2016, respectively: Years Ended December 31, 2018 2017 2016 Company posted Net loss Net loss Net loss Basic weighted average shares outstanding 1,540,309,840 1,247,293,388 1,177,693,383 Dilutive effect of Ordinary Share equivalents None None None Dilutive weighted average shares outstanding 1,540,309,840 1,247,293,388 1,177,693,383 For purposes of the diluted net loss per share calculation, share options and warrants are considered to be potentially dilutive securities and are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share was the same for the periods presented due to the Company’s net loss position. The following table shows the number of share equivalents that were excluded from the computation of diluted loss per share for the respective periods because the effect would have been anti-dilutive: Years Ended December 31, 2018 2017 2016 Total share options 94,096,998 89,611,998 79,372,198 Total warrants-equity classified - 399,160 1,782,246 Total warrants-liability classified - - 5,806,280 Total share options and warrants 94,096,998 90,011,158 86,960,724 |
Taxes
Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 8 – Taxes Tax rates: The Company is incorporated in England. The effective corporate tax rate applying to a company that is incorporated in England on December 31, 2018 is 19%, reduced from 19.25% from December 31, 2017. Tax assessment: The periods open to inquiry by the United Kingdom (“UK”) tax authorities are 2017 and 2018. The Company has not been issued final tax assessments since its establishment in Switzerland. Deferred taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Management currently believes that since the Company has a history of losses, it is more likely than not that the deferred tax assets relating to the loss carryforwards and other temporary differences will not be realized in the foreseeable future. Therefore, the Company provided a full valuation allowance to reduce the deferred tax assets. The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. At December 31, 2018 and 2017, there were no known uncertain tax positions. The Company has not identified any tax positions for which it is reasonably possible that a significant change will occur during the next 12 months. The components of income/(loss) before income taxes are as follows: December 31, 2018 December 31, 2017 December 31, 2016 Domestic (UK) $ (16,600,376 ) $ (35,295,613 ) $ (17,956,167 ) Foreign 133,596 (103,644 ) (184,830 ) Loss before income tax $ (16,466,780 ) $ (35,399,257 ) $ (18,140,997 ) Income taxes relating to the Company’s operations are as follows: December 31, 2018 December 31, 2017 December 31, 2016 Current income taxes Domestic (UK) - - - Foreign - - - Deferred income taxes - - - Domestic (UK) - - - Foreign - - - Income tax expense/recovery Income taxes at the UK statutory rate compared to the Company’s income tax expenses as reported are as follows: December 31, 2018 December 31, 2017 December 31, 2016 Net loss before income tax $ (16,466,780 ) $ (35,399,257 ) $ (18,140,997 ) Statutory rate 19.00 % 19.25 % 20.00 % Expected income tax recovery (3,128,688 ) (6,814,357 ) (3,628,199 ) Impact on income tax expense/recovery from Change in valuation allowance (1,159,720 ) 4,210,615 1,336,161 Permanent differences - liability related to options and warrants - (6,706 ) (130,061 ) Tax rate difference in foreign jurisdictions 2,686,296 801,056 80,986 Change of tax rate due to U.S. tax reform - 2,506,519 - Change of tax rate from prior year 1,602,112 (697,127 ) 2,341,113 Income tax expense - - - The Company’s deferred tax assets and liabilities consist of the following: December 31, 2018 December 31, 2017 Deferred tax assets Stock-based compensation 1,590,703 1,464,527 Litigation settlement loss - 513,000 Stock option and warrant revaluation 313,213 965,454 Tax loss carry forward 17,037,739 17,158,394 Valuation allowance (18,941,655 ) (20,101,375 ) Deferred tax assets/liabilities - - The Company has reviewed its tax positions for its past domestic and foreign tax filings and has not identified any uncertain income tax positions. The Company’s position is to record penalties and interest on any uncertain tax position, if any, and record such items to general and administrative expense. At December 31, 2018, the Company had approximately $79.2 million of UK operating loss carryforwards to reduce future UK taxable income. These carryforwards to do not expire. At December 31, 2018, the Company had approximately $20.6 million of foreign operating loss carryforwards in the US and Switzerland. Carryforwards in the US totaling approximately $5.2 million expire beginning in 2032 and current year carryforwards totaling $7.2 million do not expire. The carryforwards in Switzerland expire in seven years. The Company has not conducted a formal analysis and the net operating loss carryovers may be subject to limitation under Internal Revenue Code Section 382 should there have been a greater than 50% ownership change as determined under the regulations. Research and development credits: The Company carries out extensive research and development activities and may benefit from the UK research and development tax relief regime, whereby the Company can receive an enhanced UK tax deduction on its research and development activities. Where the Company is loss making for the period it can elect to surrender taxable losses for a refundable tax credit. The losses available to surrender are equal to the lower of the sum of the research and development qualifying expenditure and enhanced tax deduction and the Company’s taxable losses for the period with the tax credit for December 31, 2018 available at a rate of 14.5%. The credit therefore gives a cash flow advantage to Company at a lower rate than would be available if the enhanced losses were carried forward and relieved against future taxable profits. Qualifying expenditures comprise of chemistry and manufacturing consumables, employment costs for research staff, clinical trials management, and other subcontracted research expenditures. In December 2017, the Company filed a research and development tax credit claim for 2016 tax year. The credit claim was in the amount of approximately $3,800,000 for the year ended December 31, 2016, was received in March 2018, and was recorded as a credit to research and development costs in the Consolidated Statements of Comprehensive Loss in March 2018. In October 2018, the Company filed a research and development tax credit claim for 2017 tax year. The credit claim was in the amount of approximately $4,900,000 for the year ended December 31, 2017, was received in March 2019, and was recorded as a credit to research and development costs in the Consolidated Statements of Comprehensive Loss in March 2019. Due to the uncertainty of the approval of these tax credit claims and the potential that an election for a tax credit in the form of cash is not made, the Company did not record a related receivable at December 31, 2018. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 9 – Segment Information The chief operating decision maker (“CODM”) is the Company’s CEO. Neither the CODM nor the Company’s directors receive disaggregated financial information about the locations in which research and development is occurring. Therefore, the Company considers that it has only one reporting segment. The following table presents the Company’s tangible fixed assets by geographic region: December 31, 2018 December 31, 2017 United States $ 5,735 $ 22,103 United Kingdom 14,690 33,795 Total $ 20,425 $ 55,898 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 10 – Subsequent Event On March 29, 2019, the Company sold to Aspire Capital 5,000,000 Ordinary Shares of the Company for $0.0346 per share (equivalent to $3.46 per ADS) for gross proceeds of $173,000. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation – The Consolidated Financial Statements include the accounts of the Company and Volution Immuno Pharmaceuticals SA, a private Swiss company, its wholly-owned subsidiary. All intercompany transactions have been eliminated. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency – The functional currency of the Company is U.S. dollars as that is the primary economic environment in which the Company operates as well as the currency in which it has been financed. The reporting currency of the Company is U.S. Dollars. The Company translated its non-U.S. operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded as foreign currency translation adjustments, a component of accumulated other comprehensive loss. Gains or losses from foreign currency transactions are included in foreign currency exchange gains/(losses). |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that may affect the reported amounts of assets, liabilities, equity, revenue, expenses and related disclosure of contingent assets and liabilities. Management’s estimates and judgments include assumptions used in the evaluation of impairment and useful lives of intangible assets (patents), accrued liabilities, deferred income taxes, liabilities related to stock options and warrants, stock-based compensation and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from those estimates under different assumptions or conditions. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements – The carrying amounts of financial instruments, including cash, restricted cash, accounts payable and accrued expenses approximate fair value due to their short-term maturities. The Company’s liabilities related to options relate to equity and debt financing rounds and options related to RPC Pharma Limited (“RPC”), Akari’s majority shareholder, and are recognized on the balance sheet at their fair value, with changes in the fair value accounted for in the Statements of Comprehensive Loss and included in changes in fair value of option liabilities gains. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash – The Company considers all highly-liquid investments with original maturities of 90 days or less at the time of acquisition to be cash equivalents. The Company had no cash equivalents as of December 31, 2018 and December 31, 2017. |
Restricted deposit [Policy Text Block] | Restricted cash - |
Prepaid Expenses and Other Current Assets [Policy Text Block] | Prepaid Expenses and Other Current Assets – Prepaid expenses and other current assets consist principally of VAT receivables and prepaid expenses. |
Deferred Charges, Policy [Policy Text Block] | Deferred Financing Costs – Deferred financing costs relate to the upfront commitment fee paid to Aspire Capital in the form of Ordinary Shares and are included in current assets. They are amortized proportionally as the Company sells shares to Aspire Capital. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment, net – Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: Years Computers, peripheral, and scientific equipment 3 Office furniture and equipment 3 Depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $35,473, $39,351 and $36,898, respectively. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets – The Company reviews all long-lived assets for impairment whenever events or circumstances indicate the carrying amount of such assets may not be recoverable. Recoverability of assets to be held or used is measured by comparison of the carrying value of the asset to the future undiscounted net cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds the discounted future cash flows expected to be generated by the asset. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Patent Acquisition Costs – Patent acquisition costs and related capitalized legal fees are amortized on a straight-line basis over the shorter of the legal or economic life. The estimated useful life is 22 years. The Company expenses costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. Amortization of patent acquisition costs for the years ended December 31, 2018, 2017 and 2016 was $375, $3,049 and $3,046, respectively. |
Accrued Expenses [Policy Text Block] | Accrued Expenses – As part of the process of preparing the consolidated financial statements, it requires the estimate of accrued expenses. This process involves identifying services that third parties have performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred on these services as of each balance sheet date in the Company’s consolidated financial statements. Examples of estimated accrued expenses include contract service fees in conjunction with pre-clinical and clinical trials, professional service fees and contingent liabilities. In connection with these service fees, the Company’s estimates are most affected by its understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that the Company does not identify certain costs that have been incurred or it under or over-estimates the level of services or costs of such services, the Company’s reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to the Company’s estimation and judgment. The Company makes these judgments based upon the facts and circumstances known to it in accordance with U.S. GAAP. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Expenses – Costs associated with research and development are expensed as incurred. Research and development expenses include, among other costs, personnel expenses, costs incurred by outside laboratories, manufacturers’ and other accredited facilities in connection with clinical trials and preclinical studies. Research and development expenses for the years ended December 31, 2018, 2017 and 2016 were $11,795,376, $23,285,279 and $17,306,001, respectively. The Company accounts for research and development tax credits at the time its realization becomes probable. In September 2016 and March 2018, the Company realized research and development tax credits of $577,671 and $3,794,094, respectively, that was recorded as a credit to research and development costs in the Consolidated Statements of Comprehensive Loss (See Note 8). The Company did not realize research and development credits in 2017. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation Expense – Stock-based compensation expense is recorded using the fair-value based method for all awards granted. Compensation costs for stock options and awards is recorded in earnings (loss) over the requisite service period based on the fair value of those options and awards. For employees, fair value is estimated at the grant date and for non-employees fair value is re-measured at each reporting date as required by ASC 718, “ Compensation-Stock Compensation ,” and ASC 505-50, “ Equity-Based Payments to Non-Employees .” Fair values of awards granted under the share option plans are estimated using a Black-Scholes option pricing model. The determination of fair value for stock-based awards on the date of grant using an option pricing model requires management to make certain assumptions regarding a number of complex and subjective variables. The Company classifies its stock-based payments as either liability-classified awards or as equity-classified awards. The Company remeasures liability-classified awards to fair value at each balance sheet date until the award is settled. The liability for liability-classified awards generally is equal to the fair value of the award as of the balance sheet date multiplied by the percentage vested at the time. The Company charges (or credits) the change in the liability amount from one balance sheet date to another to changes in fair value of option/warrant liabilities gain (loss). The Company accounts for awards of equity instruments issued to employees and directors under the fair value method of accounting and recognizes such amounts, upon vesting, in general administrative or research and development expenses within its Consolidated Statements of Comprehensive Loss. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk – Financial instruments that subject the Company to credit risk consist of cash. The Company maintains cash with well-capitalized financial institutions. At times, those amounts may exceed insured limits. The Company has no significant concentrations of credit risk. |
Income Tax, Policy [Policy Text Block] | Income Taxes – The Company accounts for income taxes in accordance with the accounting rules that require an asset and liability approach to accounting for income taxes based upon the future expected values of the related assets and liabilities. Deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and for tax loss and credit carry forwards and are measured using the expected tax rates estimated to be in effect when such basis differences reverse. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will, more likely than not, be realized. The Company has recorded a full valuation allowance on its deferred tax assets as of December 31, 2018 and December 31, 2017. |
Pollicy Reform Text BLock [Text Block] | 2017 U.S. Tax Reform – On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was signed into United States law. The TCJA includes a number of changes to existing tax law, including, among other things, a permanent reduction in the federal corporate income tax rate from 34% to 21%, effective as of January 1, 2018, as well as limitation of the deduction for net operating losses to 80% of annual taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such net operating losses may be carried forward indefinitely). The staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. In connection with the tax rate change resulted in (i) a reduction in the gross amount of the Company’s deferred tax assets recorded as of December 31, 2017, without an impact on the net amount of its deferred tax assets, which are reported with a full valuation allowance, and (ii) no income tax expense or benefit being recognized as of the enactment date of the TCJA. |
Income Tax Uncertainties, Policy [Policy Text Block] | Uncertain Tax Positions – The Company follows the provisions of ASC 740 “ Accounting for Uncertainty in Income Taxes ”, which prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Under ASC 740 “ Accounting for Uncertainty in Income Taxes ,” an entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. Interest and penalties related to uncertain tax positions are recognized as income tax expense. At December 31, 2018 and December 31, 2017, the Company had no uncertain tax positions. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share – Basic earnings (loss) per ordinary share is computed by dividing net income (loss) available to ordinary shareholders by the weighted-average number of Ordinary Shares outstanding during the period. Diluted earnings (loss) per ordinary share is computed by dividing net income (loss) available to ordinary shareholders by the sum of (1) the weighted-average number of Ordinary Shares outstanding during the period, (2) the dilutive effect of the assumed exercise of options and warrants using the treasury stock method and (3) the dilutive effect of other potentially dilutive securities. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income (Loss) – Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s other comprehensive loss is comprised of foreign currency translation adjustments. The following table provides details with respect to changes in accumulated other comprehensive loss, which is comprised of foreign currency translation adjustments, as presented in the balance sheets at December 31, 2018 and 2017: Balance January 1, 2016 $ 156,480 Net current period other comprehensive income (436,577 ) Balance December 31, 2016 (280,097 ) Net current period other comprehensive loss 43,851 Balance December 31, 2017 (236,246 ) Net current period other comprehensive income (116,180 ) Balance December 31, 2018 $ (352,426 ) |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Adopted during year – In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The adoption of this standard in 2018 did not have a material impact on the Company’s financial position and results of operations. The future impact of ASU 2014-09 will be dependent on the nature of the Company’s future revenue contracts and arrangements, if any. In November 2016, the FASB issued ASU 2016-18, Restricted Cash In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments Not yet adopted – In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The adoption of this standard in 2019 will not have a material impact on the Company’s financial position, results of operations or related financial statement disclosures since it does not have a lease with a term longer than 12 months. In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory . This guidance removes the prohibition in ASC 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. This guidance is intended to reduce the complexity of U.S. GAAP and diversity in practice related to the tax consequences of certain types of intra-entity asset transfers, particularly those involving intellectual property. This guidance is effective for annual reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies [Line Items] | |
Schedule of Rate of Depreciation of Property, Plant and Equipment [Table Text Block] | Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: Years Computers, peripheral, and scientific equipment 3 Office furniture and equipment 3 |
Comprehensive Income (Loss) [Table Text Block] | The following table provides details with respect to changes in accumulated other comprehensive loss, which is comprised of foreign currency translation adjustments, as presented in the balance sheets at December 31, 2018 and 2017: Balance January 1, 2016 $ 156,480 Net current period other comprehensive income (436,577 ) Balance December 31, 2016 (280,097 ) Net current period other comprehensive loss 43,851 Balance December 31, 2017 (236,246 ) Net current period other comprehensive income (116,180 ) Balance December 31, 2018 $ (352,426 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Class of Stock [Line Items] | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | The Company’s financial assets and liabilities measured at fair value on a recurring basis, consisted of the following instruments as of the following dates: December 31, December 31, 2018 2017 RPC options $ 1,842,424 $ 5,081,335 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Fair value measurements using significant unobservable inputs (Level 3): Fair value of liabilities related to stock options Balance at December 31, 2016 7,662,808 Changes in values of liabilities related to options (2,581,473 ) Balance at December 31, 2017 5,081,335 Changes in values of liabilities related to options (3,238,911 ) Balance at December 31, 2018 $ 1,842,424 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | The following is a summary of the Company’s share option activity and related information for employees and directors for the years ended December 31, 2018, 2017 and 2016: Number of shares Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term (in years) Aggregate intrinsic value Options outstanding as of January 1, 2016 61,362,198 $ 0.34 - Changes during the period: Granted 22,700,000 $ 1.14 $ 0.09 Forfeited (4,690,000 ) $ 0.21 $ 0.12 Options outstanding at December 31, 2016 79,372,198 $ 0.29 - Changes during the period: Granted 50,700,000 $ 0.05 $ 0.03 Forfeited (40,010,200 ) $ 0.32 $ 0.19 Options outstanding at December 31, 2017 90,061,998 $ 0.15 $ 266,011 Changes during the period: Granted 41,150,000 $ 0.02 $ 0.01 Forfeited (37,115,000 ) $ 0.07 $ 0.05 Options outstanding at December 31, 2018 94,096,998 $ 0.12 8.4 $ - Exercisable options at December 31, 2018 39,272,865 $ 0.21 7.3 $ - |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Below are the assumptions used for the options granted during the years ended December 31, 2018, 2017 and 2016: December 31, 2018 2017 2016 Expected dividend yield 0 % 0 % 0 % Expected volatility 70.52 82.23 % 78.77 82.03 % 74.18 80.71 % Risk-free interest 2.49 3.13 % 1.21 2.21 % 1.03 1.52 % Expected life 5.5 6.25 5.5 6.25 5.5 6.25 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following is a summary of the Company’s share options granted separated into ranges of exercise price: Exercise price (range) ($) Options outstanding at December 31, 2018 Weighted average remaining contractual life (years) Weighted average exercise price ($) Options exercisable at December 31, 2018 Remaining contractual life (years for exercisable options) Weighted average exercise price ($) 0.02 0.05 54,300,000 9.39 0.03 7,187,500 8.54 0.05 0.12 0.19 18,834,629 7.32 0.15 14,936,711 7.29 0.16 0.32 20,782,369 6.72 0.32 16,968,654 6.72 0.32 1.56 2.00 180,000 4.43 1.62 180,000 4.43 1.62 94,096,998 39,272,865 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following is the calculation of the basic and diluted weighted average shares outstanding for the years ended December 31, 2018, 2017 and 2016, respectively: Years Ended December 31, 2018 2017 2016 Company posted Net loss Net loss Net loss Basic weighted average shares outstanding 1,540,309,840 1,247,293,388 1,177,693,383 Dilutive effect of Ordinary Share equivalents None None None Dilutive weighted average shares outstanding 1,540,309,840 1,247,293,388 1,177,693,383 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following table shows the number of share equivalents that were excluded from the computation of diluted loss per share for the respective periods because the effect would have been anti-dilutive: Years Ended December 31, 2018 2017 2016 Total share options 94,096,998 89,611,998 79,372,198 Total warrants-equity classified - 399,160 1,782,246 Total warrants-liability classified - - 5,806,280 Total share options and warrants 94,096,998 90,011,158 86,960,724 |
Taxes (Tables)
Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The components of income/(loss) before income taxes are as follows: December 31, 2018 December 31, 2017 December 31, 2016 Domestic (UK) $ (16,600,376 ) $ (35,295,613 ) $ (17,956,167 ) Foreign 133,596 (103,644 ) (184,830 ) Loss before income tax $ (16,466,780 ) $ (35,399,257 ) $ (18,140,997 ) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Income taxes relating to the Company’s operations are as follows: December 31, 2018 December 31, 2017 December 31, 2016 Current income taxes Domestic (UK) - - - Foreign - - - Deferred income taxes - - - Domestic (UK) - - - Foreign - - - Income tax expense/recovery |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Income taxes at the UK statutory rate compared to the Company’s income tax expenses as reported are as follows: December 31, 2018 December 31, 2017 December 31, 2016 Net loss before income tax $ (16,466,780 ) $ (35,399,257 ) $ (18,140,997 ) Statutory rate 19.00 % 19.25 % 20.00 % Expected income tax recovery (3,128,688 ) (6,814,357 ) (3,628,199 ) Impact on income tax expense/recovery from Change in valuation allowance (1,159,720 ) 4,210,615 1,336,161 Permanent differences - liability related to options and warrants - (6,706 ) (130,061 ) Tax rate difference in foreign jurisdictions 2,686,296 801,056 80,986 Change of tax rate due to U.S. tax reform - 2,506,519 - Change of tax rate from prior year 1,602,112 (697,127 ) 2,341,113 Income tax expense - - - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The Company’s deferred tax assets and liabilities consist of the following: December 31, 2018 December 31, 2017 Deferred tax assets Stock-based compensation 1,590,703 1,464,527 Litigation settlement loss - 513,000 Stock option and warrant revaluation 313,213 965,454 Tax loss carry forward 17,037,739 17,158,394 Valuation allowance (18,941,655 ) (20,101,375 ) Deferred tax assets/liabilities - - |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Long-lived Assets by Geographic Areas [Table Text Block] | The following table presents the Company’s tangible fixed assets by geographic region: December 31, 2018 December 31, 2017 United States $ 5,735 $ 22,103 United Kingdom 14,690 33,795 Total $ 20,425 $ 55,898 |
Nature of Business (Details Tex
Nature of Business (Details Textual) | 1 Months Ended | 12 Months Ended | ||||
Sep. 26, 2018USD ($)$ / sharesshares | Oct. 20, 2017USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Oct. 20, 2017£ / shares | |
Nature Of Business [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | shares | 348,000,000 | |||||
Stock Issued During Period, Value, New Issues | $ 17,400,000 | $ 891,232 | $ 15,671,881 | |||
Sale of Stock, Price Per Share | $ / shares | $ 5 | |||||
Payments of Stock Issuance Costs | $ 1,700,000 | |||||
Retained Earnings (Accumulated Deficit) | (126,803,647) | (110,336,867) | ||||
Cash and Cash Equivalents, at Carrying Value | 5,446,138 | 28,106,671 | ||||
Net Cash Provided by (Used in) Operating Activities | (22,580,240) | (31,598,709) | $ (24,624,535) | |||
Net Income (Loss) Attributable to Parent | $ (16,466,780) | $ (35,399,257) | $ (18,140,997) | |||
Common Stock, Par or Stated Value Per Share | (per share) | $ 0.01 | $ 0.01 | £ 0.01 | |||
Aspire Capital Fund LLC [Member] | ||||||
Nature Of Business [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | shares | 30,000,000 | |||||
Sale of Stock, Price Per Share | $ / shares | $ 0.02 | |||||
Proceeds from Issuance or Sale of Equity | $ 20,000,000 | |||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 25,000,000 | |||||
American Depositary Share [Member] | ||||||
Nature Of Business [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | shares | 3,480,000 | |||||
Sale of Stock, Price Per Share | $ / shares | $ 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Computers, peripheral, and scientific equipment [Member] | |
Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office furniture and equipment [Member] | |
Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Significant Accounting Policies [Line Items] | |||
Beginning Balance | $ (236,246) | $ (280,097) | $ 156,480 |
Net current period other comprehensive income | (116,180) | 43,851 | (436,577) |
Ending Balance | $ (352,426) | $ (236,246) | $ (280,097) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Sep. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Significant Accounting Policies [Line Items] | |||||
Research and Development Expense | $ 11,795,376 | $ 23,285,279 | $ 17,306,001 | ||
Depreciation | $ 35,473 | $ 39,351 | $ 36,898 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 19.00% | 19.25% | 20.00% | ||
Limitation Percentage Of Deduction For Net Operating Losses | 80.00% | ||||
Scenario, Plan [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||||
Research and Development Expense [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | $ 3,794,094 | $ 577,671 | |||
Patents [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 22 years | ||||
Amortization of Intangible Assets | $ 375 | $ 3,049 | $ 3,046 |
Fair Value Measurements (Detail
Fair Value Measurements (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities related to stock options and warrants | $ 1,842,424 | $ 5,081,335 |
Fair Value, Inputs, Level 3 [Member] | RPC options [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities related to stock options and warrants | $ 1,842,424 | $ 5,081,335 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Changes in values of liabilities related to options and warrants | $ (3,238,911) | $ (2,581,473) | $ (8,733,350) |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Balance | 5,081,335 | 7,662,808 | |
Changes in values of liabilities related to options and warrants | (3,238,911) | (2,581,473) | |
Balance | $ 1,842,424 | $ 5,081,335 | $ 7,662,808 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Stock Options And Warrants Fair Value Disclosure | $ 1,842,424 | $ 5,081,335 | ||
Fair Value, Liabilities Measured on Recurring Basis, Change in Unrealized Gain (Loss) | $ 3,238,911 | $ 2,581,473 | $ 8,733,350 | |
RPC Pharma Ltd [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Percentage Of Shares Outstanding | 15.00% | |||
Short-term Debt | $ 3,000,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 26,000,000 | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 15.00% |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||
Number of shares, Options Outstanding at beginning of the period | 90,061,998 | 79,372,198 | 61,362,198 |
Number of shares, Granted | 41,150,000 | 50,700,000 | 22,700,000 |
Number of shares, Forfeited | (37,115,000) | (40,010,200) | (4,690,000) |
Number of shares, Options outstanding at end of the period | 94,096,998 | 90,061,998 | 79,372,198 |
Number of shares, Exercisable options at end of the period | 39,272,865 | ||
Weighted average exercise price, Outstanding at beginning of the period | $ 0.15 | $ 0.29 | $ 0.34 |
Weighted average exercise price, Granted | 0.02 | 0.05 | 1.14 |
Weighted average exercise price, Forfeited | 0.07 | 0.32 | 0.21 |
Weighted average exercise price,outstanding at end of the period | 0.12 | 0.15 | 0.29 |
Options exercisable at end of the period, Weighted average exercise price | 0.21 | ||
Weighted average grant date fair value, Granted | 0.01 | 0.03 | 0.09 |
Weighted average grant date fair value, Forfeited | $ 0.05 | $ 0.19 | $ 0.12 |
Weighted average remaining contractual term, Options outstanding during the period (in years) | 8 years 4 months 24 days | ||
Weighted average remaining contractual term, Options exercisable at end of the period (in years) | 7 years 3 months 18 days | ||
Aggregate intrinsic value, Options outstanding at beginning of the period | $ 266,011 | $ 0 | $ 0 |
Aggregate intrinsic value, Options outstanding at end of the period | 0 | $ 266,011 | $ 0 |
Aggregate intrinsic value, Options exercisable at end of the period | $ 0 |
Shareholders' Equity (Details 1
Shareholders' Equity (Details 1) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Class of Stock [Line Items] | |||
Expected volatility | 70.52% | 78.77% | 74.18% |
Risk-free interest | 2.49% | 1.21% | 1.03% |
Expected life | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Maximum [Member] | |||
Class of Stock [Line Items] | |||
Expected volatility | 82.23% | 82.03% | 80.71% |
Risk-free interest | 3.13% | 2.21% | 1.52% |
Expected life | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Shareholders' Equity (Details 2
Shareholders' Equity (Details 2) - $ / shares | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 94,096,998 | 90,061,998 | 79,372,198 | 61,362,198 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 4 months 24 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.12 | $ 0.15 | $ 0.29 | $ 0.34 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 39,272,865 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 3 months 18 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.21 | |||
Exercise Price Range One [Member] | ||||
Class of Stock [Line Items] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 0.02 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 0.05 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 54,300,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 4 months 20 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.03 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 7,187,500 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 8 years 6 months 14 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.05 | |||
Exercise Price Range Two [Member] | ||||
Class of Stock [Line Items] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 0.12 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 0.19 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 18,834,629 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 3 months 25 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.15 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 14,936,711 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 3 months 14 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.16 | |||
Exercise Price Range Three [Member] | ||||
Class of Stock [Line Items] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $ 0.32 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 20,782,369 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 8 months 19 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.32 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 16,968,654 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 8 months 19 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.32 | |||
Exercise Price Range Four [Member] | ||||
Class of Stock [Line Items] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 1.56 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 2 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 180,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 5 months 4 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 1.62 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 180,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 5 months 4 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 1.62 |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Sep. 26, 2018 | Jul. 19, 2018 | Oct. 20, 2017 | Jun. 26, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 348,000,000 | ||||||
Payments of Stock Issuance Costs | $ 1,700,000 | ||||||
Stock Issued During Period, Value, New Issues | 17,400,000 | $ 891,232 | $ 15,671,881 | ||||
Common Stock, Shares Authorized | 10,000,000,000 | 5,000,000,000 | |||||
Common Stock, Shares, Outstanding | 1,580,693,413 | 1,525,693,393 | |||||
Number of Warrant Expired | 399,160 | ||||||
Proceeds from Issuance Initial Public Offering | $ 15,700,000 | ||||||
Sale of Stock, Price Per Share | $ 5 | ||||||
Number of Ordinary Shares Representing One American Depositary Share | 100 | ||||||
Debt Issuance Costs, Current, Net | $ 15,000 | ||||||
Aspire Capital Fund LLC [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 30,000,000 | ||||||
Proceeds from Issuance or Sale of Equity | $ 20,000,000 | ||||||
Sale of Stock, Price Per Share | $ 0.02 | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 25,000,000 | ||||||
Percentage Of VolumeWeighted Average Price Indicating Purchase Price | 97.00% | ||||||
American Depositary Share [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 3,480,000 | ||||||
American Depositary Share [Member] | Aspire Capital Fund LLC [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of Stock, Description of Transaction | 30% of the aggregate shares of the Company's ADSs traded on its principal market on the next trading day (the "VWAP Purchase Date"), subject to a maximum number of 250,000 ADSs. | ||||||
Number of Shares to be Issued | 150,000 | ||||||
Non Employee [Member] | |||||||
Class of Stock [Line Items] | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 1,665,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 months 12 days | ||||||
Directors [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 10 | ||||||
Employees And Directors [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 1,649,000 | $ 2,735,000 | $ 3,933,000 | ||||
2014 Equity Incentive Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 183,083,207 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 88,986,209 | ||||||
Deferred B Shares [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 10 | ||||||
American Depositary Share [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 3,480,000 | ||||||
Sale of Stock, Price Per Share | $ 2 | ||||||
American Depositary Share [Member] | Aspire Capital Fund LLC [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of Stock, Price Per Share | $ 0.25 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 20,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
The Doctors Laboratory [Member] | |||
Related Party Transaction [Line Items] | |||
Operating Leases, Rent Expense | $ 139,000 | $ 141,000 | $ 141,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 24, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments And Contingent Liabilities [Line Items] | ||||
Operating Leases, Rent Expense, Net | $ 814,000 | $ 446,000 | $ 445,000 | |
Description of Lessor Leasing Arrangements, Operating Leases | In January 2018, the Company entered into a sublease of office space in New York, New York for an approximately four-year term, which ended early in December 2018. | |||
Gain (Loss) Related to Litigation Settlement | $ 0 | (2,700,000) | 0 | |
Litigation Settlement, Expense | $ 2,700,000 | $ (2,700,000) | $ 2,700,000 | $ 0 |
London [Member] | ||||
Commitments And Contingent Liabilities [Line Items] | ||||
Description of Lessor Leasing Arrangements, Operating Leases | In March 2014, the Company entered into a lease agreement for offices in London which was amended January 1, 2016. The lease term commenced on December 1, 2014 and expired in March 2019 which we intend to renew and are currently leasing on the same terms of the lease. The lease can be cancelled early by either party upon 3 months' notice | |||
United States [Member] | ||||
Commitments And Contingent Liabilities [Line Items] | ||||
Description of Lessor Leasing Arrangements, Operating Leases | The Company also had a five-year lease for offices in New York, New York effective July 2014. The lease ended early in December 2018. |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Line Items] | |||
Basic weighted average shares outstanding | 1,540,309,840 | 1,247,293,388 | 1,177,693,383 |
Dilutive weighted average shares outstanding | 1,540,309,840 | 1,247,293,388 | 1,177,693,383 |
Loss Per Share (Details 1)
Loss Per Share (Details 1) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Line Items] | |||
Total share options and warrants | 94,096,998 | 90,011,158 | 86,960,724 |
Share options [Member] | |||
Earnings Per Share [Line Items] | |||
Total share options and warrants | 94,096,998 | 89,611,998 | 79,372,198 |
Warrants Equity Classified [Member] | |||
Earnings Per Share [Line Items] | |||
Total share options and warrants | 0 | 399,160 | 1,782,246 |
Warrants Liability Classified [Member] | |||
Earnings Per Share [Line Items] | |||
Total share options and warrants | 0 | 0 | 5,806,280 |
Taxes (Details)
Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||
Domestic (UK) | $ (16,600,376) | $ (35,295,613) | $ (17,956,167) |
Foreign | 133,596 | (103,644) | (184,830) |
Loss before income tax | $ (16,466,780) | $ (35,399,257) | $ (18,140,997) |
Taxes (Details 1)
Taxes (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current income taxes | |||
Domestic (UK) | $ 0 | $ 0 | $ 0 |
Foreign | 0 | 0 | 0 |
Deferred income taxes | |||
Domestic (UK) | 0 | 0 | 0 |
Foreign | $ 0 | $ 0 | $ 0 |
Taxes (Details 2)
Taxes (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||
Net loss before income tax | $ (16,466,780) | $ (35,399,257) | $ (18,140,997) |
Statutory rate | 19.00% | 19.25% | 20.00% |
Expected income tax recovery | $ (3,128,688) | $ (6,814,357) | $ (3,628,199) |
Impact on income tax expense/recovery from | |||
Change in valuation allowance | (1,159,720) | 4,210,615 | 1,336,161 |
Permanent differences - liability related to options and warrants | 0 | (6,706) | (130,061) |
Tax rate difference in foreign jurisdictions | 2,686,296 | 801,056 | 80,986 |
Change of tax rate due to U.S. tax reform | 0 | 2,506,519 | 0 |
Change of tax rate from prior year | 1,602,112 | (697,127) | 2,341,113 |
Income tax expense | $ 0 | $ 0 | $ 0 |
Taxes (Details 3)
Taxes (Details 3) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | ||
Stock-based compensation | $ 1,590,703 | $ 1,464,527 |
Litigation settlement loss | 0 | 513,000 |
Stock option and warrant revaluation | 313,213 | 965,454 |
Tax loss carry forward | 17,037,739 | 17,158,394 |
Valuation allowance | (18,941,655) | (20,101,375) |
Deferred tax assets/liabilities | $ 0 | $ 0 |
Taxes (Details Textual)
Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 19.00% | 19.25% | 20.00% |
Effective Income Tax Rate Reconciliation, Tax Credit, Amount | $ 4,900,000 | $ 3,800,000 | |
Effective Income Tax Rate Reconciliation, Tax Credit, Percent | 14.50% | ||
Operating Loss Carryforwards, Limitations on Use | subject to limitation under Internal Revenue Code Section 382 should there have been a greater than 50% ownership change as determined under the regulations. | ||
Foreign Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 20,600,000 | ||
Great Britain [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 19.00% | 19.25% | |
UNITED KINGDOM | Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 79,200,000 | ||
UNITED STATES | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 5,200,000 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 7,200,000 | ||
SWITZERLAND | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards Expiration Year | 7 years |
Segment Information (Details)
Segment Information (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Total | $ 20,425 | $ 55,898 |
UNITED STATES | ||
Segment Reporting Information [Line Items] | ||
Total | 5,735 | 22,103 |
UNITED KINGDOM | ||
Segment Reporting Information [Line Items] | ||
Total | $ 14,690 | $ 33,795 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 29, 2019 | Sep. 26, 2018 | Oct. 20, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Subsequent Event [Line Items] | |||||
Sale of Stock, Price Per Share | $ 5 | ||||
Stock Issued During Period, Value, New Issues | $ 17,400,000 | $ 891,232 | $ 15,671,881 | ||
American Depositary Share [Member] | |||||
Subsequent Event [Line Items] | |||||
Sale of Stock, Price Per Share | $ 2 | ||||
Aspire Capital Fund LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 25,000,000 | ||||
Sale of Stock, Price Per Share | $ 0.02 | ||||
Subsequent Event [Member] | American Depositary Share [Member] | |||||
Subsequent Event [Line Items] | |||||
Sale of Stock, Price Per Share | $ 3.46 | ||||
Subsequent Event [Member] | Aspire Capital Fund LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 5,000,000 | ||||
Sale of Stock, Price Per Share | $ 0.0346 | ||||
Stock Issued During Period, Value, New Issues | $ 173,000 |