Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 20, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-38815 | ||
Entity Registrant Name | SOLITON, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 36-4729076 | ||
Entity Address, Address Line One | 5304 Ashbrook Drive | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77081 | ||
City Area Code | 844 | ||
Local Phone Number | 705-4866 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | SOLY | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 78,221,596 | ||
Entity Common Stock, Shares Outstanding | 16,932,184 | ||
Entity Central Index Key | 0001548187 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 11,876,425 | $ 133,435 |
Restricted cash | 200,000 | 0 |
Total cash, cash equivalents and restricted cash | 12,076,425 | 133,435 |
Prepaid expenses and other current assets | 96,310 | 10,533 |
Total current assets | 12,172,735 | 143,968 |
Deferred direct issuance costs - offering | 0 | 276,560 |
Property and equipment, net of accumulated depreciation | 847,399 | 1,014,240 |
Intangible assets, net of accumulated amortization | 97,556 | 84,942 |
Other assets | 23,283 | 23,283 |
Total assets | 13,140,973 | 1,542,993 |
Current liabilities: | ||
Accounts payable | 1,338,262 | 2,737,836 |
Accrued liabilities | 1,513,274 | 1,863,874 |
Dividends payable | 0 | 4,613,260 |
Accrued interest | 0 | 133,804 |
Accrued interest - related party | 0 | 1,162,719 |
Convertible notes payable, net | 0 | 1,784,976 |
Convertible notes payable - related party | 0 | 8,422,000 |
Notes payable, net | 0 | 293,568 |
Notes payable – related party, net | 0 | 65,479 |
Deferred rent - current portion | 11,745 | 7,106 |
Total current liabilities | 2,863,281 | 21,084,622 |
Deferred rent | 4,282 | 16,256 |
Total liabilities | 2,867,563 | 21,100,878 |
Commitments and contingencies (see Note 6) | ||
Stockholders’ equity (deficit): | ||
Common stock, $0.001 par value, 100,000,000 authorized, 16,932,184 shares issued and outstanding at December 31, 2019 and 1,998,056 shares issued and outstanding at December 31, 2018 | 16,932 | 1,998 |
Additional paid-in capital | 66,299,849 | 22,568,857 |
Accumulated deficit | (56,043,371) | (42,131,275) |
Total stockholders’ equity (deficit) | 10,273,410 | (19,557,885) |
Total liabilities and stockholders’ equity (deficit) | 13,140,973 | 1,542,993 |
Series A Preferred Stock | ||
Stockholders’ equity (deficit): | ||
Preferred stock | 0 | 417 |
Series B Preferred Stock | ||
Stockholders’ equity (deficit): | ||
Preferred stock | $ 0 | $ 2,118 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 16,932,184 | 1,998,056 |
Common stock, shares outstanding (in shares) | 16,932,184 | 1,998,056 |
Series A Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, liquidation preference | $ 1,999,997 | |
Preferred stock, shares authorized (in shares) | 416,666 | |
Preferred stock, shares issued (in shares) | 0 | 416,666 |
Preferred stock, shares outstanding (in shares) | 0 | 416,666 |
Series B Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, liquidation preference | $ 14,000,641 | |
Preferred stock, shares authorized (in shares) | 2,118,100 | |
Preferred stock, shares issued (in shares) | 0 | 2,118,100 |
Preferred stock, shares outstanding (in shares) | 0 | 2,118,100 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating expenses: | ||
Research and development | 5,108,407 | 4,669,747 |
Sales and marketing | 189,394 | 304,601 |
Depreciation and amortization expense | 216,737 | 120,488 |
General and administrative expenses | 7,428,850 | 3,107,813 |
Total operating expenses | 12,943,388 | 8,202,649 |
Loss from operations | (12,943,388) | (8,202,649) |
Other (expense) income: | ||
Interest expense | (822,858) | (1,115,501) |
Other income | 14,369 | 3,214 |
Total other expense | (808,489) | (1,112,287) |
Loss before income taxes | (13,751,877) | (9,314,936) |
Income tax expense | 0 | 0 |
Net loss | 13,751,877 | 9,314,936 |
Accrued dividends to Series A and Series B preferred stockholders | (160,219) | (1,280,000) |
Net loss attributable to common stockholders | $ (13,912,096) | $ (10,594,936) |
Net loss per common share, basic and diluted | $ (1) | $ (5.64) |
Weighted average number of common shares outstanding, basic and diluted | 13,841,884 | 1,877,775 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Stock Issuance, Excluding PIPE Deal [Member] | June Private Investment in Public Equity Offering | October Private Investment in Public Equity Offering | Preferred StockSeries A Preferred Stock | Preferred StockSeries B Preferred Stock | Common Stock | Common StockStock Issuance, Excluding PIPE Deal [Member] | Common StockJune Private Investment in Public Equity Offering | Common StockOctober Private Investment in Public Equity Offering | Additional Paid-In Capital | Additional Paid-In CapitalStock Issuance, Excluding PIPE Deal [Member] | Additional Paid-In CapitalJune Private Investment in Public Equity Offering | Additional Paid-In CapitalOctober Private Investment in Public Equity Offering | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2017 | 416,666 | 2,118,100 | 1,820,556 | ||||||||||||
Balance at Dec. 31, 2017 | $ (10,500,595) | $ 417 | $ 2,118 | $ 1,821 | $ 21,031,388 | $ (31,536,339) | |||||||||
Share-based compensation | 938,184 | 938,184 | |||||||||||||
Debt discount on convertible notes and notes payable – issuance of warrants | 466,754 | 466,754 | |||||||||||||
Issuance of common stock (in shares) | 177,500 | ||||||||||||||
Issuance of common shares | $ 0 | $ 177 | $ (177) | ||||||||||||
Accrued preferred dividends | (1,280,000) | (1,280,000) | |||||||||||||
Net loss | 9,314,936 | 9,314,936 | |||||||||||||
Debt forgiveness | 132,708 | 132,708 | |||||||||||||
Issuance of common shares for IPO, net of costs (in shares) | 177,500 | ||||||||||||||
Issuance of common shares for IPO, net of costs | 0 | $ 177 | (177) | ||||||||||||
Issuance of common shares for PIPE offering, net of costs (in shares) | 177,500 | ||||||||||||||
Issuance of common shares for PIPE offering, net of costs | 0 | $ 177 | (177) | ||||||||||||
Balance (in shares) at Dec. 31, 2018 | 416,666 | 2,118,100 | 1,998,056 | ||||||||||||
Balance at Dec. 31, 2018 | (19,557,885) | $ 417 | $ 2,118 | $ 1,998 | 22,568,857 | (42,131,275) | |||||||||
Share-based compensation | 2,488,053 | 2,488,053 | |||||||||||||
Debt discount on convertible notes and notes payable – issuance of warrants | 145,974 | 145,974 | |||||||||||||
Issuance of common stock (in shares) | 2,172,591 | 885,900 | 675,000 | 485,250 | |||||||||||
Issuance of common shares | 9,873,667 | 0 | $ 8,643,302 | $ 5,738,111 | $ 2,173 | $ 886 | $ 675 | $ 485 | 9,871,494 | (886) | $ 8,642,627 | $ 5,737,626 | |||
Accrued preferred dividends | (160,219) | (160,219) | |||||||||||||
Net loss | 13,751,877 | 13,751,877 | |||||||||||||
Debt forgiveness | 434,065 | 434,065 | |||||||||||||
Payment of deferred direct issuance costs | (186,029) | (186,029) | |||||||||||||
Issuance of common shares for extinguishment of preferred shares (in shares) | (416,666) | (2,118,100) | |||||||||||||
Issuance of common shares for extinguishment of preferred shares | $ (417) | $ (2,118) | |||||||||||||
Issuance of common shares for extinguishment of preferred shares (in shares) | 2,534,766 | ||||||||||||||
Issuance of common shares for extinguishment of preferred shares | $ 2,535 | ||||||||||||||
Issuance of common shares for extinguishment of preferred shares | 0 | ||||||||||||||
Issuance of common shares for extinguishment of convertible debt (in shares) | 7,098,425 | ||||||||||||||
Issuance of common shares for extinguishment of convertible debt | 11,832,768 | $ 7,098 | 11,825,670 | ||||||||||||
Issuance of common shares for extinguishment of dividends payable (in shares) | 954,696 | ||||||||||||||
Issuance of common shares for extinguishment of dividends payable | 4,773,480 | $ 955 | 4,772,525 | ||||||||||||
Issuance of common shares for IPO, net of costs (in shares) | 2,172,591 | 885,900 | 675,000 | 485,250 | |||||||||||
Issuance of common shares for IPO, net of costs | 9,873,667 | 0 | 8,643,302 | 5,738,111 | $ 2,173 | $ 886 | $ 675 | $ 485 | 9,871,494 | (886) | 8,642,627 | 5,737,626 | |||
Issuance of common shares for accelerated vesting (in shares) | 127,500 | ||||||||||||||
Issuance of common shares for accelerated vesting | 0 | $ 127 | (127) | ||||||||||||
Issuance of common shares for PIPE offering, net of costs (in shares) | 2,172,591 | 885,900 | 675,000 | 485,250 | |||||||||||
Issuance of common shares for PIPE offering, net of costs | 9,873,667 | $ 0 | $ 8,643,302 | $ 5,738,111 | $ 2,173 | $ 886 | $ 675 | $ 485 | 9,871,494 | $ (886) | $ 8,642,627 | $ 5,737,626 | |||
Balance (in shares) at Dec. 31, 2019 | 0 | 0 | 16,932,184 | ||||||||||||
Balance at Dec. 31, 2019 | $ 10,273,410 | $ 0 | $ 0 | $ 16,932 | $ 66,299,849 | $ (56,043,371) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ 13,751,877 | $ 9,314,936 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 216,737 | 120,488 |
Share-based compensation | 2,488,053 | 938,184 |
Write-down of intangible assets | 0 | 19,138 |
Amortization of debt discount | 664,953 | 111,537 |
Deferred rent | (7,335) | (2,516) |
Changes in operating assets – (Increase)/Decrease: | ||
Prepaid expenses and other current assets | (85,777) | (2,787) |
Changes in operating liabilities – Increase/(Decrease): | ||
Accounts payable | (369,574) | 1,387,383 |
Accrued liabilities | 83,463 | 1,143,139 |
Accrued interest – non-related party | 10,617 | 133,804 |
Accrued interest – related party | 145,667 | 866,889 |
NET CASH USED IN OPERATING ACTIVITIES: | (10,605,073) | (4,599,677) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for the purchase of property and equipment | (829,896) | (17,626) |
Payments for acquisition of intangibles | (12,614) | (12,354) |
NET CASH USED IN INVESTING ACTIVITIES: | (842,510) | (29,980) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of non-convertible notes payable - related party and non-related party | (985,000) | 0 |
Payment of non-convertible notes payable accrued interest - related party and non-related party | (20,038) | 0 |
Proceeds from the issuance of non-convertible notes payable - non-related party | 300,000 | 0 |
Proceeds from initial public offering, net of costs | 0 | |
Proceeds from issuance of convertible notes – related party | 0 | 2,397,000 |
Proceeds from issuance of convertible notes, net | 0 | 1,814,240 |
Proceeds from issuance of non-convertible notes – related party | 0 | 125,000 |
Proceeds from issuance of non-convertible notes | 0 | 560,000 |
Payment of deferred direct issuance costs – proposed offering | 0 | (151,560) |
NET CASH PROVIDED BY FINANCING ACTIVITIES: | 23,390,573 | 4,744,680 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 11,942,990 | 115,023 |
Cash, cash equivalents and restricted cash, beginning of period | 133,435 | 18,412 |
Cash, cash equivalents and restricted cash, end of period | 12,076,425 | 133,435 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 20,038 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Accrued direct issuance costs – offering | (276,560) | 125,000 |
Property and equipment acquired through accounts payable | 0 | 780,000 |
Capital contributions – debt forgiveness | 434,065 | 132,708 |
Accrued preferred dividends | 160,219 | 1,280,000 |
Debt discount on convertible notes and notes payable – issuance of warrants | 145,974 | 466,754 |
Issuance of common stock for extinguishment of convertible note payable - related party and non-related party | 10,400,000 | 0 |
Issuance of common stock for extinguishment of convertible note payable accrued interest - related party and non-related party | 1,432,768 | 0 |
Issuance of common stock for extinguishment of dividends payable | 4,773,480 | 0 |
Issuance of common stock for extinguishment of preferred stock A and preferred stock B | $ 2,535 | 0 |
June 19 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from private investment in public equity offering | 0 | |
October 19 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from private investment in public equity offering | $ 0 |
Background and Organization and
Background and Organization and Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background, Organization and Going Concern | Background, Organization and Going Concern Soliton, Inc. (the “Company”) was organized under the laws of the State of Delaware on March 27, 2012. The Company operates in one segment as a medical device company organized to develop and commercialize products utilizing a proprietary Rapid Acoustic Pulse ("RAP") technology platform. The Company is a pre-revenue stage medical device company with a novel and proprietary platform technology licensed from The University of Texas M.D. Anderson Cancer Center ("MD Anderson"). The Company's first product being developed will be for the removal of tattoos. In addition, the Company completed proof-of-concept clinical trials for the reduction of cellulite and the treatment of hypertrophic scars and has initiated a four-site pivotal trial for the reduction of cellulite. The Company is based in Houston, Texas. Upon completion of the development of its products and regulatory clearances to market such products, the Company anticipates revenue will be driven by the sale of its RAP console and disposable cartridges to dermatologists, plastic surgeons and other physician offices, as well as medi-spas under the supervision of a doctor. Initial Public Offering On February 19, 2019, the Company consummated its initial public offering (“IPO”). In the IPO, the Company sold a total of 2,172,591 shares of common stock at a purchase price of $5.00 per share for gross proceeds of $10,862,955 and net proceeds of $9,714,198. In connection with the closing of the IPO, the Company's convertible notes (and related accrued interest) of $11,784,987 were converted into 6,825,391 shares of the Company's common stock, accrued dividends of $4,773,480 were converted into 954,696 shares of the Company's common stock, and preferred stock, both Series A and Series B, were converted into 2,534,766 shares of the Company's common stock. In addition, 127,500 shares of unvested restricted stock grants were immediately vested upon the completion of the IPO. Total shares of common stock outstanding at the closing of the IPO amounted to 14,613,000. Upon the closing of the IPO, certain notes were to be automatically converted according to their terms into the Company’s common stock to the extent and provided that certain holders of these notes are not permitted to convert such notes to the extent that the holders or any of its affiliates would beneficially own in excess of 4.99% of the Company’s common stock after such conversion. Due to this 4.99% limitation, principal representing $47,781 of these notes remained outstanding and were converted into 273,034 shares of its common stock in August and September 2019 when the conversion did not result in the holders and any of its affiliates to own more than 4.99% of the Company's outstanding common shares. Private Investment in Public Entity Offerings ("PIPE") On June 16, 2019, the Company entered into a private offering with certain institutional and accredited investors for the sale by the Company of 675,000 units (each a “June Unit”) of common stock issued at $14.00 per June Unit for total gross proceeds of $9,450,000. Each June Unit consisted of (i) one share of the Company’s common stock, and (ii) a warrant to purchase 0.7 shares (a total of 472,500) of common stock (each a “June Warrant”) (collectively, "June PIPE"). The offering price of the June Units was $14.00 per Unit. The June Warrants included in the June Units are exercisable at a price of $16.00 per share commencing on the date of issuance and will expire on August 23, 2024, pursuant to which the resale of the shares of common stock underlying the June Warrants are registered. On July 1, 2019, the Company filed a Registration Statement on Form S-1 to register for resale the common stock underlying the June Units sold with the Company's June 2019 private offering. The Company estimates the net proceeds from the closing of the sale of the June Units on June 19, 2019 was $8,643,302 after deducting the placement agent fees and estimated offering expenses payable by the Company. On October 10, 2019, the Company entered into a private placement with certain institutional and accredited investors for the sale by the Company of 485,250 units (each an “October Unit”) of common stock issued at $12.88 per October Unit for total gross proceeds of $6,250,020. Each October Unit consisted of (i) one share of the Company’s common stock and (ii) a warrant to purchase 1.1 shares (a total of 533,775 shares) of common stock (each an “October Warrant”) (collectively, "October PIPE"). The October Warrants included in the October Units are exercisable at a price of $12.88 per share commencing on the date of issuance and will expire on October 10, 2024. On November 8, 2019, the Company filed a Registration Statement on Form S-1 to register for resale the common stock underlying the October Units sold with the Company's October 2019 private offering. The Company estimates the net proceeds from the closing of the sale of the October Units on October 11, 2019 was $5,738,111 after deducting the placement agent fees and estimated offering expenses payable by the Company. Going Concern The Company is an early stage and emerging growth company and has not generated any revenues to date. As such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Since inception, the Company has incurred losses and negative cash flows from operating activities. The Company does not expect to generate positive cash flows from operating activities in the near future. For the years ended December 31, 2019 and 2018, the Company incurred net losses of $13,751,877 and $9,314,936, respectively, and had net cash flows used in operating activities of $10,605,073 and $4,599,677, respectively. At December 31, 2019, the Company had an accumulated deficit of $56,043,371, positive working capital of $9,309,454 and cash of $12,076,425. The Company does not expect to experience positive cash flows from operating activities in the near future, if at all. The Company anticipates incurring operating losses for the next several years as it completes the development of its products and seeks requested regulatory clearances to market such products. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. The accompanying financial statements have been prepared on a going concern basis and do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s cash, cash equivalents and restricted cash on hand of $10,081,593 as of February 11, 2020 is sufficient to fund its operations through the third quarter of 2020 but not beyond. The Company also believes it will need to raise additional capital in order to continue to execute its business plan, including obtaining additional regulatory clearance for its products currently under development and commercializing and generating revenues from products already cleared. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company. A failure to raise sufficient capital will adversely impact the Company’s ability to meet its financial obligations as they become due and payable and to achieve its intended business objectives. If the Company is unable to raise sufficient additional funds, it will have to scale back its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying annual financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Segments The Company operates in one reportable segment based on management’s view of its business for purposes of evaluating performance and making operating decisions. Use of Estimates in Financial Statement Presentation The preparation of these financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The Company's significant estimates and assumptions include estimated work performed but not yet billed by contract manufacturers, engineers and research organizations, the valuation of equity related instruments, depreciable lives of long-lived assets (including property and equipment and intangible assets), and the valuation allowance related to deferred taxes. Some of these judgments can be subjective and complex, and, consequently, actual results could differ from those estimates. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. The Company participates in an insured cash sweep program through its bank that sweeps cash balances exceeding the FDIC insured limit of $250,000 into multiple accounts. Periodically in the ordinary course of business, the Company may carry cash balances at financial institutions in excess of the insured limits of $250,000. Restricted cash consists of amounts held in deposit with the Company’s bank to collateralize a letter of credit which supports the Company's obligations to pay or perform according to the requirements of an underlying agreement with a certain vendor. Such letter of credit has an initial term of one year, renews automatically and can only be modified or canceled with the approval of the beneficiary. As of December 31, 2019, the letter of credit was not used. Property and Equipment Property and equipment are stated at historical cost and depreciated on a straight-line basis over the estimated useful lives, generally three Intangible Assets Intangible assets include trademarks. At December 31, 2019 and 2018, the Company had trademarks of $97,556 and $84,942, respectively. Trademarks are determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually or sooner if events or changes in circumstances indicate that the asset may be impaired. During the year ended December 31, 2018, the Company wrote off its patents, included in the research and development line item in the accompanying statement of operations, with net book value of $19,138. During the year ended December 31, 2019, the costs for filing and prosecuting patent applications and patents filed by the Company were expensed as incurred and were classified as research and development expenses. Amortization expense for the years ended December 31, 2019 and 2018 was $0 and $376, respectively. Long-Lived Assets The Company evaluates its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the asset is considered impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. Deferred Rent Deferred rent is recorded and amortized to the extent the total minimum rental payments allocated to the current period on a straight-line basis differ from the cash payments required. Convertible Debt When conversion terms related to convertible debt would be triggered by future events not controlled by the Company, the Company accounts for the conversion feature as contingent conversion options. Recognition of the intrinsic value of the conversion option is recognized only upon the occurrence of a triggering event. Fair Value Measurements Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies, as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. At December 31, 2019 and 2018, the carrying amounts of the Company's financial instruments, including cash, cash equivalents and restricted cash, convertible notes payable, notes payable and accounts payable, approximate their respective fair value due to the short-term nature of these instruments. At December 31, 2019 and 2018, the Company does not have any assets or liabilities required to be measured at fair value on a recurring basis. Deferred Direct IPO Issuance Costs – Offering The Company had capitalized offering costs of $276,560, consisting of legal, accounting and other fees and costs related to the IPO, which were reclassified to additional paid-in capital ("APIC") as a reduction of the proceeds upon the closing of the IPO in February 2019. Warrants to Purchase Common Stock The Company issued warrants to purchase shares of common stock related to (i) bridge notes issued prior to its IPO, (ii) private investment in public equity ("PIPE") deals, and (iii) as part of underwriter compensation in 2019 and 2018. The Company accounted for such warrants in accordance with ASC Topic 480-10, Distinguishing Liabilities from Equity, which identifies three categories of freestanding financial instruments that are required to be accounted for as a liability. Based on this guidance, the Company determined, for each issuance, that its warrants did not need to be accounted for as a liability. Accordingly, the warrants were classified as equity and are not subject to remeasurement at each balance sheet date. In addition, the Company accounts for issuance costs of warrants issued with debt instruments in accordance with ASC 470-20, Debt with Conversion and Other Options, which states proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) are allocated to elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument, which may result in a discount or premium. On July 1, 2019, the Company filed a Registration Statement on Form S-1 to register for resale the common stock underlying the June Units sold with the Company's June 2019 private offering. On November 8, 2019, the Company filed a Registration Statement on Form S-1 to register for resale the common stock underlying the October Units sold with the Company's October 2019 private offering. Related registration rights agreements are accounted for in accordance with ASC Topic 450-20, Loss Contingencies, which requires measurement of the contingent liability when an entity would be required to deliver shares under a registration payment arrangement, the transfer of consideration is probable and the number of shares to be delivered can be reasonably estimated. Accordingly, there is no liability under the payment arrangement requiring disclosure or recognition. The fair value of warrants is estimated using the Black-Scholes option pricing model, based on the market value of the underlying common stock at the measurement dates, the contractual terms of the warrants, risk-free interest rates and expected volatility of the price of the underlying common stock. There are no expected dividends. Research and Development Expenses Research and development expenses are recognized as incurred and include the costs related to the Company's various contract research service providers, suppliers, engineering services, supplies, outsourced testing and consulting, clinical costs, and salaries and related costs of employees working directly on research activities. Stock-Based Compensation Stock-based compensation expense includes the estimated fair value of equity awards vested during the reporting period. The expense for equity awards vested during the reporting period is determined based upon the grant date fair value of the award and is recognized over the applicable vesting period of the stock award using either the straight-line method or an accelerated method, depending on the vesting structure, and is included in general and administrative expenses. Forfeitures are recognized as they are incurred. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Tax rate changes are reflected in income during the period such changes are enacted. All of the Company's tax years remain subject to examination by the tax authorities. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of deferred assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company has recorded a full valuation allowance against its net total deferred tax assets as of December 31, 2019 and 2018 because management determined that it is not more-likely-than not that those assets will be realized. Accordingly, there was no income tax benefit for all periods presented. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company's financial statements as of December 31, 2019. The Company does not expect any significant changes in the unrecognized tax benefits within twelve months of the reporting date. The Company's policy is to classify interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized in 2019 and 2018. Net Loss per Common Share Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. The Company's unvested stock awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are considered participating securities and are contemplated in the computations of basic and diluted earnings or loss per share. These securities do not participate in losses and accordingly no such allocation has been made in the periods presented. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of December 31, 2019, potentially dilutive securities included options to purchase 2,883,550 common shares, unvested restricted stock of 158,336 shares and warrants to purchase 1,374,608 common shares. As of December 31, 2018, potentially dilutive securities included options to purchase 2,235,000 common shares, preferred stock convertible to 2,534,766 common shares, accrued preferred stock dividend convertible at a price determined by the Company's Board of Directors (the "Board"), unvested restricted stock of 127,500 shares, warrants to purchase 776,350 common shares and notes and accrued interest convertible to common shares upon a future financing. JOBS Act Accounting Election The Company is an emerging growth company ("EGC"), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an EGC nor an EGC which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Subsequent Events The Company’s management reviewed all material events through the date that the financial statements were issued for subsequent event disclosure consideration as discussed in Note 9. Recent Accounting Standards In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, “Leases (Topic 842)”, which establishes a right-of-use (“ROU”) model requiring a lessee to recognize a ROU asset and a lease liability for all leases with terms greater-than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance is currently effective, for public EGC companies like the Company, for fiscal years beginning after December 15, 2020 and may include interim periods within those fiscal years. The modified retrospective transition approach applies to 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 Company has the option to instead apply the provisions at the effective date without adjusting the comparative periods presented. The Company is currently evaluating the impact of this guidance on its financial position, results of operations, and cash flows. In June 2018, the FASB issued ASU No. 2018-07, “Compensation Stock Compensation (Topic 718), Improvements to Non-Employee Share-Based Payment Accounting.” Under legacy guidance, the accounting for non-employee share-based payments differs from that applied to employee awards, particularly with regard to the measurement date and the impact of performance conditions. ASU No. 2018-07 provides that existing employee guidance will apply to non-employee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attributions of compensation cost. The cost of non-employee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for non-employee awards. The Company adopted the standard as of January 1, 2019 and it did not have an impact on the Company's financial statements, as non-employee stock compensation is nominal relative to the Company's total expenses for the year ended December 31, 2019. The Company does not believe that any other recently issued effective standards, or standards issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. Reclassifications In certain instances, amounts reported in the prior year financial statements have been reclassified to conform to the current financial statement presentation. Such reclassifications had no effect on previously reported shareholders' equity (deficit) or net loss. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2019 December 31, 2018 Prepaid insurance $ 93,950 $ 9,453 Other prepaids and receivables 2,360 1,080 Total prepaid expenses and other current assets $ 96,310 $ 10,533 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following: December 31, December 31, Computer equipment and software $ 126,643 $ 105,704 Research and development equipment 244,480 244,480 Lab equipment 780,000 780,000 Leasehold improvements 271,124 242,167 Furniture 19,893 19,893 Subtotal 1,442,140 1,392,244 Less: accumulated depreciation (594,741) (378,004) Total property and equipment $ 847,399 $ 1,014,240 As of December 31, 2019, the Company had $689,000 of lab equipment in the field at clinical trial sites and held by a vendor for final testing. Depreciation of this equipment started when it was placed in service in June 2019. Depreciation expense for the years ended December 31, 2019 and 2018 was $216,737 and $120,488, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable On February 19, 2019, the Company consummated its IPO. In connection with the closing of the IPO, the Company's convertible notes (and related accrued interest) of $11,784,987 were converted into 6,825,391 shares of the Company's common stock. Upon the closing of the IPO, certain notes were to be automatically converted according to their terms into the Company’s common stock to the extent and provided that certain holders of these notes are not permitted to convert such notes to the extent that the holders or any of its affiliates would beneficially own in excess of 4.99% of the Company’s common stock after such conversion. Due to this 4.99% limitation, principal representing $47,781 of these notes remained outstanding and were converted into 273,034 shares of its common stock in August and September 2019 when the conversion did not result in the holders and any of its affiliates owning more than 4.99% of the Company's outstanding common shares. On January 18, 2017, the Board approved a note purchase agreement (the "First Note") allowing the Company to sell an aggregate of $3,000,000 of convertible bridge notes. The notes were convertible into either the Company’s preferred or common stock (depends on the equity securities offered in the equity financing) at 75% of the price paid per share in a subsequent equity financing where the Company receives gross proceeds of not less than $5,000,000 or at 85% of the per share price determined by dividing the equity value of the Company that is expected to be available for distribution to the Company’s stockholders by the aggregate number of the Company’s fully-diluted common shares upon the closing of a sale, liquidation, merger, or change of control of the Company. The notes bore interest at 8.25% per annum and initially matured on January 31, 2018, which date was extended as discussed below. At maturity, the interest rate increased to 12.0% per annum. On June 19, 2017, the Company entered into the first amendment ("First Amendment") to the First Note to allow for the sale and issuance of an additional $3,250,000 of Notes up to an aggregated amount of $6,250,000. The total amount of issuances under the Company's First Note and First Amendment as of December 31, 2018 amounted to $5,000,000 and were issued to a single related party, who is a major stockholder of the Company. As a result of the Company’s IPO on February 19, 2019, the principal amount of $5,000,000 and accrued interest of $944,063 were converted into 1,585,086 shares of the Company’s common stock. On November 1, 2017 the Board approved a second note purchase agreement (the "Second Note") allowing the Company to sell an aggregate of $1,900,000 of notes. The notes were convertible into either the Company’s preferred or common stock (depends on the equity securities offered in the equity financing) at 75% of the price paid per share in a subsequent equity financing where the Company receives gross proceeds of not less than $5,000,000 or at 85% of the per share price determined by dividing the equity value of the Company that is expected to be available for distribution to the Company’s stockholders by the aggregate number of the Company’s fully-diluted common shares upon the closing of a sale, liquidation, merger, or change of control of the Company. The notes bore interest at 8.25% per annum and initially matured on June 29, 2018, which date was extended as discussed below. At maturity, the interest rate increased to 12.0% per annum. The Company closed the initial tranche of the Second Note on November 9, 2017 for $400,000, followed by a tranche on December 1, 2017, for $375,000, a third tranche on December 26, 2017 for $250,000, a fourth tranche on January 8, 2018 for $250,000, a fifth tranche on January 25, 2018 for $250,000 and a final tranche on February 13, 2018 for $375,000 for a total of $1,900,000. On June 29, 2018, the Company and the related party modified the maturity date of the Notes entered into under the First Note and Second Note to April 30, 2019. The total amount of issuance under the Second Note amounted to $1,900,000 and was issued to a single related party, who is a major stockholder of the Company. As a result of the Company’s IPO, the principal amount of $1,900,000 and accrued interest of $223,368 were converted into 566,235 shares of the Company’s common stock. On April 2, 2018, the Board approved a note purchase agreement (the "Third Note"), which was amended on August 10, 2018, allowing the Company to sell an aggregate of $500,000 of notes. The Third Note provided that, on the closing date of the IPO, the outstanding principal and accrued, but unpaid, interest would be converted into common stock at the conversion price of $0.175. However, certain notes holders were not permitted to convert their notes when the holders or any of its affiliates would beneficially owned in excess of 4.99% of the Company’s common stock after such conversion. The holders of the Company’s outstanding preferred shares agreed to waive the adjustment to the preferred stock conversion price triggered by the Third Note. The notes bore interest at 10.0% per annum and were to mature on April 2, 2020 but were settled as a result of the Company's IPO on February 19, 2019. The total amount of issuance under the Third Note amounted to $500,000. The Company issued $250,000 to a single related party, who is a major stockholder of the Company, and $250,000 to four non-related party investors. As a result of the Company’s IPO, principal amount of $452,219 and accrued interest of $43,562 were converted into 2,833,034 shares of the Company’s common stock. In August and September 2019, the remaining principal amount of $47,781 was converted into 273,034 shares of the Company's common stock. As of December 31, 2019, the amount outstanding under the Third Note was fully converted for a total of 3,106,068 shares of the Company's common stock. On April 17, 2018, the Board approved a note purchase agreement (the "Fourth Note") allowing the Company to sell an aggregate of $3,000,000 of notes. The Fourth Note provided that on the closing date of the IPO, the outstanding principal and accrued, but unpaid, interest would be converted into common stock at the conversion price of $1.75. The holders of the Company’s outstanding preferred shares agreed to waive the adjustment to the preferred stock conversion price triggered by the Fourth Note. The notes bore interest at 10% per annum and matured 2 years from the note issuance date but were settled as a result of the Company's IPO on February 19, 2019. The total amount of issuance under the Fourth Note amounted to $3,000,000. The Company issued $1,272,000 in principal amount of such notes to related party investors and $1,728,000 to non-related party investors. As a result of the Company’s IPO, the principal amount of $3,000,000 and accrued interest of $221,775 were converted into 1,841,036 shares of the Company’s common stock. The Company incurred issuance costs relating to the Fourth Note in the amount of $163,760, which were being amortized over 24 months but were accelerated as a result of the Company’s IPO closing, resulting in the remaining $118,492 being expensed during the year ended December 31, 2019. The Company also issued warrants to purchase 91,350 shares of common stock at a price of $1.75 per share to placement agents in connection with the notes issued under the Fourth Note. For additional information, see Note 7. The value of these warrants were $103,006 which was being amortized over 24 months months but was accelerated as a result of the Company’s IPO closing, resulting in the remaining $74,532 being expensed during the year ended December 31, 2019. On August 7, 2018, the Company's Board authorized it to commence a new offering for up to $485,000 10% non-convertible promissory notes, which were accompanied by a five five On August 31, 2018, the Company's Board approved a $200,000 increase to the Fifth Note authorized on August 7, 2018. On December 21, 2018, the Company's Board approved an additional $300,000 increase to the Fifth Note authorized on August 7, 2018 up to a maximum of $985,000. From October 2018 to February 2019, the Company issued $125,000 and $860,000 of the Fifth Note to related parties and non-related parties, respectively. On February 15, 2019, the Company paid $985,000 in principal and 20,038 in accrued interest to the note holders to repay the Fifth Note in full. The Company issued 685,000 warrants in connection with the issuances of the Fifth Note in 2018. These warrants were valued at $775,616. Proceeds of $363,748 (of which $66,423 was for related party and $297,325 was for non-related party) were allocated to issuance cost based on the relative fair value of these warrants. These issuance costs were being amortized over 24 months but were accelerated as a result of the Company’s IPO closing, resulting in the remaining balance of $325,955 being expensed during the year ended December 31, 2019. The Company issued 300,000 warrants in connection with the issuances of the Fifth Note in January and February 2019. These warrants were valued at $285,234. Proceeds of $145,974 (of which all was for non-related party) were allocated to issuance cost based on the relative fair value of these warrants. These issuance costs were being amortized over 24 months but were accelerated as a result of the Company’s IPO closing, resulting in the entire balance of $145,974 being expensed during the year ended December 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies On April 5, 2012, the Company entered into a Patent and Technology License Agreement with MD Anderson. Pursuant to the agreement, the Company obtained a royalty-bearing, worldwide, exclusive license to intellectual property including patent rights related to the patents and technology the Company uses. Under the agreement, the Company agreed to pay a nonrefundable license documentation fee in the high-five digits 30 days after the effective date of the agreement. Additionally, the Company agreed to pay a nonrefundable annual maintenance fee starting on the third anniversary of the effective date of the agreement, which escalates each anniversary and is currently in the mid-five digits. Additionally, the Company agreed to a running royalty percentage of net sales in the mid-single digits. The Company also agreed to make certain milestone payments in the low to mid-six digits and sublicensing payments, including a $250,000 milestone payment made in June 2019 after the Company received U.S. Food & Drug Administration ("FDA") clearance for our RAP device for tattoo removal. The specific patents initially subject to the agreement expire between 2031 and 2032. MD Anderson has the right to terminate the agreement upon advanced notice in the event of a default by Soliton. The agreement will expire upon the expiration of the licensed intellectual property. The rights obtained by the Company pursuant to the agreement are made subject to the rights of the U.S. government to the extent that the technology covered by the licensed intellectual property was developed under a funding agreement between MD Anderson and the U.S. government. To the extent that is the case, the Company's license agreement with, and the intellectual property rights it has licensed from MD Anderson, are subject to such a funding agreement and any superior rights that the U.S. government may have with respect to the licensed intellectual property. Therefore, there is a risk that the intellectual property rights the Company has licensed from MD Anderson may be non-exclusive or void if a funding agreement related to the licensed technology between MD Anderson and the U.S. government does exist and depending on the terms of such an agreement. Notwithstanding the foregoing, the Company does not believe our RAP technology received any federal funding. All out-of-pocket expenses incurred by MD Anderson in filing, prosecuting and maintaining the licensed patents have been and shall continue to be assumed by the Company. For the years ended December 31, 2019 and 2018, the Company paid $65,000 and $55,000, respectively, for expenses related to this agreement. As the inventor of the intellectual property licensed from MD Anderson, Dr. Capelli, the Company's Chief Executive Officer, is entitled to 50% of the license income (which is determined after MD Anderson recoups any costs associated therewith) that the Company is required to pay to MD Anderson pursuant to the Company's license agreement with MD Anderson. For the years ended December 31, 2019 and 2018, Dr. Capelli received $187,500 and $27,500 respectively from MD Anderson. In addition, Dr. Capelli is entitled to 50% of the proceeds (after the recoupment of any costs associated therewith) from the sale by MD Anderson of 175,000 shares issued to MD Anderson in connection with the license agreement. Lease Commitments The Company leases space for its corporate office, which provides for a 63 month term beginning on February 1, 2016, for rent payments of $7,867 per month. Total rent expense under this office space lease arrangement for the years ended December 31, 2019 and 2018 was $95,519 and $89,643, respectively. Future minimum lease payments as of December 31, 2019 were as follows: Year Ending December 31, Amount 2020 $ 106,153 2021 35,751 Total future minimum lease payments $ 141,904 Purchase Commitments On November 20, 2019, the Company entered into a cooperative development addendum ("Addendum") to its engineering and development services master agreement with Emphysys, Inc. ("Emphysys”). The Addendum states that Emphysys will provide the Company with engineering and design services related to shockwave technology for use in dermatology and aesthetics fields for a three year period. During the term of the Addendum, the Company agreed to certain minimum annual expenditures. If the Company fails to spend such minimum annual amounts or if the Company terminates the Addendum without cause, the Company will be required to pay Emphysys a termination fee ranging in the low to mid-six digits. In the event that all or substantially all of the stock or assets of either party are sold then, at the request of other party, the Addendum may be terminated (without the requirement to pay a termination fee) and the obligation of Emphysys to provide future services to the Company shall terminate. Pursuant to the Addendum, with certain exceptions, Emphysys covenanted that it will not perform or agree to perform services with any company other than Soliton in the area of arc-discharge driven acoustical shockwave generation for medical dermatological or aesthetic dermatological indications during the term of the Addendum or any extension thereof, and for a period of six months after the termination of the Addendum. As of December 31, 2019 the Company had purchase obligations of $3,937,500 to a single engineering service provider. This commitment is for services used in the ordinary course of business and does not represent excess commitments or loss contracts. This commitment can be terminated with a penalty payment of no more than $500,000. Year Ending December, 31 Amount 2020 $ 1,575,000 2021 1,575,000 2022 787,500 Total future minimum purchase commitments $ 3,937,500 Letters of Credit The Company has an irrevocable letter of credit which supports its obligations to pay or perform according to the requirements of an underlying agreement with a certain vendor. Such letter of credit has an initial term of one year, renews automatically for an additional year and can only be modified or canceled with the approval of the beneficiary. As of December 31, 2019, the letter of credit was not used. Legal Proceedings In the normal course of business, from time-to-time, the Company may be subject to claims in legal proceedings. However, the Company does not believe it is currently a party to any pending legal actions. Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and in such event, could result in a material adverse impact on the Company's business, financial position, results of operations, or cash flows. Employment Agreements The Company has agreements with certain employees to provide certain benefits in the event of termination where the base salary and certain other benefits would aggregate $1,775,035 using the rate of compensation in effect at December 31, 2019. |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | Stockholders’ (Deficit) Equity Preferred Stock Until amending the Company's certificate of incorporation in February 2019, the Company was authorized to issue 2,534,766 shares of preferred stock with a par value of $0.001 per share with such designation, rights, and preferences as may be determined from time-to-time by the Company's Board. As of December 31, 2019 and 2018, there were 0 and 416,666 Series A preferred stock and 0 and 2,118,100 Series B preferred stock issued and outstanding, respectively. Dividends accrued at a rate of 8.00% per annum based on $4.80 per Series A preferred share, the dividends were cumulative but non-compounding. The Series B preferred stock had similar rights as Series A preferred stock except that the dividends were based on $6.61 per Series B preferred share and Series B preferred stock was convertible into common stock at a rate of $6.61 divided by a conversion price initially set at $6.61. As of the Company’s IPO date of February 19, 2019 and December 31, 2018, accrued dividends for preferred stock were $4,773,480 and $4,613,261, respectively. The holder of the Series A and Series B preferred stock agreed to convert the preferred stock into common stock upon the completion of the Company's IPO. The holders of the Company’s outstanding shares of preferred stock agreed to waive the adjustment to the conversion price of the preferred stock upon the issuances of the Third and Fourth Note. On February 19, 2019, all outstanding shares of Series A and Series B preferred stock and accrued dividends on these shares were converted into 2,534,766 and 954,696 shares of common stock, respectively, upon the closing of the Company’s IPO. The Company amended its articles of incorporation on February 19, 2019 eliminating the preferred shares authorized under the amended certificate of incorporation. Adoption of 2012 Long Term Incentive Plan In November 2012, the Company’s Board and stockholders adopted the 2012 Long Term Incentive Plan (the “2012 Stock Plan”). The 2012 Stock Plan is designed to enable the Company to offer employees, officers, directors and consultants, as defined, an opportunity to acquire a proprietary interest in the Company. The types of awards that may be granted under the 2012 Stock Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Company’s Board. The 2012 Stock Plan reserves shares of common stock for issuance in accordance with the 2012 Stock Plan’s terms. Total number of shares reserved and available for issuance under the plan were 789,745 shares. As of December 31, 2019, 14,745 shares remained under the 2012 Stock Plan. The Company does not intend to utilize the 2012 Stock Plan and instead intends to utilize the 2018 Stock Plan. Adoption of 2018 Stock Plan In June 2018, the Company’s Board and stockholders adopted the 2018 Stock Plan. The 2018 Stock Plan is designed to enable the Company to offer employees, officers, directors and consultants, as defined, an opportunity to acquire a proprietary interest in the Company. The types of awards that may be granted under the 2018 Stock Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Company’s Board. The 2018 Stock Plan reserves shares of common stock for issuance in accordance with the 2018 Stock Plan’s terms. Total number of shares reserved and available for issuance under the plan is 3,400,000 shares. As of December 31, 2019, 531,450 shares remained available for grant under the 2018 Stock Plan. Restricted Stock Restricted stock activity for the year ended December 31, 2019 and 2018 is summarized as follows: Number of Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2017 305,000 $ 3.21 Vested (177,500) 3.21 Outstanding at December 31, 2018 127,500 $ 3.21 Granted 200,000 11.54 Vested (169,164) 5.26 Outstanding at December 31, 2019 158,336 $ 11.54 On May 8, 2019, the Company granted and issued 200,000 shares of restricted common stock to three consultants in connection with the provision of services pursuant to agreements entered into in April 2019. The consultants were each accredited investors. 25,000 shares vested within 4 months of the approval date of the agreement. The remaining 175,000 shares vest over 42 months, beginning on September 19, 2019. As of December 31, 2019, 41,664 shares have vested and 158,336 remain unvested. During the years ended December 31, 2019 and 2018, the Company recorded $889,539 and $553,552, respectively, in stock-based compensation for the restricted shares previously issued. During the year ended December 31, 2018, 177,500 shares vested and 127,500 shares remained unvested, which immediately vested upon completion of the Company’s IPO. As of December 31, 2019, there was $1,682,917 of unrecognized compensation expense related to restricted shares. Stock Options The following table summarizes stock option activities for the years ended December 31, 2019 and 2018: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 15,000 $ 0.13 9.75 $ — Granted 2,220,000 1.75 — — Outstanding, December 31, 2018 2,235,000 1.74 9.44 $ 23,100 Granted 648,550 6.03 — — Outstanding, December 31, 2019 2,883,550 $ 2.70 8.62 $ 23,861,981 Exercisable, December 31, 2019 867,563 $ 1.73 8.66 $ 8,025,827 During the year ended December 31, 2018, the Company granted its employees 2,220,000 options to purchase the Company’s common stock with an exercise price of $1.75 per share, for a term of 10 years, and a vesting period of four Officer Debt Forgiveness - Stock Options In January 2019, certain individuals agreed to the extinguishment of $484,065 in deferred compensation, including $434,065 for individuals still with the Company, that had been earned through September 30, 2018 and was to be repaid out of the proceeds from the Company's IPO. In recognition of this extinguishment of deferred compensation, during the three months ended March 31, 2019, the Company granted these individuals options to purchase 401,750 shares of the Company’s common stock with an exercise price of $1.75 per share, for a term of 10 years, and a vesting period of 25% per quarter over one In addition, during the year ended December 31, 2019, the Company granted certain individuals options to purchase 246,800 shares of the Company’s common stock with an average exercise price of $13.00 per share, for a term of 10 years, and a vesting period ranging from one four All options issued and outstanding are being amortized over their respective vesting periods. The unrecognized compensation expense at December 31, 2019 was $3,485,140. During the years ended December 31, 2019 and 2018, the Company recorded $1,598,514 and $404,632, respectively, of stock-based compensation expense for options. Warrants During the year ended December 31, 2018, the Company issued warrants to purchase 776,350 shares of common stock at an exercise price of $1.75. The warrants expire five In January and February 2019, the Company issued warrants to purchase 300,000 shares of common stock at an exercise price of $1.75 on various dates. The warrants were issued to investors in connection with notes issued under the Fifth Note. On February 19, 2019, the Company issued warrants to the underwriters of the Company's IPO to purchase 152,081 shares of common stock at an exercise price of $6.00. The warrants expire five The total grant date fair value of all these 1,228,431 warrants was $1,636,232, which was determined utilizing the Black-Scholes option pricing model. Variables used in the Black-Scholes option-pricing model include (1) discount rates in the range of 2.5% to 2.8% based on the daily yield curve rates for U.S. Treasury obligations, (2) expected term of five The fair value amount was included in discounts on convertible notes payable and was amortized over the life of the convertible notes payable. As a result of the Company’s IPO closing on February 19, 2019, all $664,953 of unamortized discount on convertible notes payable was accelerated and recorded as expense. PIPE Offerings On June 16, 2019, the Company entered into a private offering with certain institutional and accredited investors for the sale by the Company in a private placement of 675,000 units (each a “June Unit”) of common stock issued at $14.00 per June Unit for total gross proceeds of $9,450,000. Each June Unit consisted of (i) one share of its common stock, and (ii) a warrant to purchase 0.7 shares (a total of 472,500) of common stock (each a “June Warrant”) (collectively, "June PIPE"). The June Warrants included in the June Units are exercisable at a price of $16.00 per share commencing on the date of issuance and will expire on August 23, 2024, pursuant to which the resale of the shares of common stock underlying the June Warrants are registered. On July 1, 2019, the Company filed a Registration Statement on Form S-1 to register for resale the common stock underlying the June Units sold with the Company's June 2019 private offering. The Company estimates the net proceeds from the closing of the sale of the June Units on June 19, 2019 was $8,643,302 after deducting the placement agent fees and estimated offering expenses payable by the Company. The grant date fair value of these 472,500 June Warrants was $4,420,503, which was determined utilizing the Black-Scholes option pricing model. Variables used in the Black-Scholes option-pricing model include (1) discount rate of 1.85% based on the daily yield curve rates for U.S. Treasury obligations, (2) expected term of five years based on the term of the warrants, (3) expected volatility of 85% based on the historical volatility of comparable companies' stock, (4) no expected dividends, and (5) fair value of the Company's stock at $14.30 per share. On October 10, 2019, the Company entered into a second private placement of 485,250 units (each an “October Unit”) of common stock issued at $12.88 per October Unit for total gross proceeds of $6,250,020. Each October Unit consisted of (i) one share of the Company’s common stock, and (ii) a warrant to purchase 1.1 shares (a total of 533,775) of common stock (each an “October Warrant”) (collectively, "October PIPE"). The October Warrants included in the October Units are exercisable at a price of $12.88 per share commencing on the date of issuance and will expire on October 10, 2024. On November 8, 2019, the Company filed a Registration Statement on Form S-1 to register for resale the common stock underlying the October Units sold with the Company's October 2019 private offering. The Company estimates the net proceeds from the closing of the sale of the October Units on October 11, 2019 was $5,738,111 after deducting the placement agent fees and estimated offering expenses payable by the Company. The grant date fair value of these 533,775 October Warrants was $4,537,648, which was determined utilizing the Black-Scholes option pricing model. Variables used in the Black-Scholes option-pricing model include (1) discount rate of 1.59% based on the daily yield curve rates for U.S. Treasury obligations, (2) expected term of five The fair value amount of these PIPE transaction warrants were included in additional paid-in-capital as deal costs. The following table summarizes warrant activities for the years ended December 31, 2019 and 2018: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 — $ — — $ — Granted 776,350 1.75 4.80 — Outstanding, December 31, 2018 776,350 $ 1.75 4.80 $ — Granted 1,458,356 10.88 — — Exercised (685,900) 2.12 — 6,073,855 Forfeited (cashless exercise) (174,198) 3.99 — — Outstanding December 31, 2019 1,374,608 $ 10.97 4.43 $ 13,591 Exercisable, December 31, 2019 1,374,608 $ 10.97 4.43 $ 13,591 Officer Debt Forgiveness - Warrants During the year ended December 31, 2018, certain executives agreed to forgive bonuses totaling $132,708 that were previously approved by the Company’s Board. The bonuses related to services for 2015 and were included in accrued liabilities. The Company recorded the forgiveness as capital contributions in 2018 as the executives are considered related parties. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company files U.S. federal and various U.S. state income tax returns. Due to the Company’s losses, there was no income tax expense for the years ended December 31, 2019 and 2018. The income tax provision differs from the amount using the statutory federal income tax rate of 21% for 2019 and 2018 for the following reasons: December 31, December 31, Amount % Amount % Tax benefit at the U.S. federal statutory rate $ (2,887,894) (21.00) % $ (1,956,137) (21.00) % Tax rate change — — — — % Permanent differences 24,939 0.18 % 119,266 1.28 % Return to provision (24,608) (0.18) % (94,219) (1.01) % Valuation allowance 2,887,563 21.00 % 1,931,090 20.73 % Effective income tax rate $ — — % $ — — % The effective income tax rate varied from the statutory rate in 2019 and 2018 primarily due to the increase in the valuation allowance. Deferred tax assets and liabilities consist of the following: December 31, December 31, Assets related to: Accounts payable and accrued liabilities $ 588,037 $ 1,224,599 Net operating losses and start-up costs 9,891,122 6,240,595 Total deferred tax assets 10,479,159 7,465,194 Valuation allowance for deferred tax assets (10,297,430) (7,409,867) Net deferred tax 181,729 55,327 Liabilities related to: Accounts receivable and prepaid expenses (20,226) (27,976) Depreciation and amortization (161,503) (27,351) Net deferred tax liabilities (181,729) (55,327) Net deferred tax assets $ — $ — As of December 31, 2018, the Company’s filed tax returns include federal net operating loss (“NOL”) carryforwards of $29,602,639, of which $24,727,679 begin expiring in 2036 through 2037. Additionally, the Company estimates an NOL carryforward of $17,460,252 for the year ended December 31, 2019. Under the new Tax Cuts and Jobs Act from 2018, carryforwards do not expire, but can only offset 80% of taxable income in the year the loss carryforward is used. The Company has recorded a full valuation allowance against its net total deferred tax assets as of December 31, 2019 and 2018 because management determined that it is not more-likely-than not that those assets will be realized. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of deferred assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. During the year ended December 31, 2019 and 2018, the valuation allowance increased by $2,879,647 and $1,931,090, respectfully, due to additional net operating losses. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn February 4, 2020, the Company granted options to employees and executives to purchase 381,800 shares of the Company’s common stock for a term of 10 years, an exercise price of $11.71, and a vesting period of 25% annually over a four |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying annual financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Segments | Segments The Company operates in one reportable segment based on management’s view of its business for purposes of evaluating performance and making operating decisions. |
Use of Estimates in Financial Statement Presentation | Use of Estimates in Financial Statement Presentation The preparation of these financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The Company's significant estimates and assumptions include estimated work performed but not yet billed by contract manufacturers, engineers and research organizations, the valuation of equity related instruments, depreciable lives of long-lived assets (including property and equipment and intangible assets), and the valuation allowance related to deferred taxes. Some of these judgments can be subjective and complex, and, consequently, actual results could differ from those estimates. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. The Company participates in an insured cash sweep program through its bank that sweeps cash balances exceeding the FDIC insured limit of $250,000 into multiple accounts. Periodically in the ordinary course of business, the Company may carry cash balances at financial institutions in excess of the insured limits of $250,000. |
Property and Equipment | Property and Equipment Property and equipment are stated at historical cost and depreciated on a straight-line basis over the estimated useful lives, generally three |
Intangible Assets | Intangible AssetsIntangible assets include trademarks. At December 31, 2019 and 2018, the Company had trademarks of $97,556 and $84,942, respectively. Trademarks are determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually or sooner if events or changes in circumstances indicate that the asset may be impaired. During the year ended December 31, 2018, the Company wrote off its patents, included in the research and development line item in the accompanying statement of operations, with net book value of $19,138. During the year ended December 31, 2019, the costs for filing and prosecuting patent applications and patents filed by the Company were expensed as incurred and were classified as research and development expenses. |
Long-Lived Assets | Long-Lived Assets The Company evaluates its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the asset is considered impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. |
Deferred Rent | Deferred Rent Deferred rent is recorded and amortized to the extent the total minimum rental payments allocated to the current period on a straight-line basis differ from the cash payments required. |
Convertible Debt | Convertible Debt When conversion terms related to convertible debt would be triggered by future events not controlled by the Company, the Company accounts for the conversion feature as contingent conversion options. Recognition of the intrinsic value of the conversion option is recognized only upon the occurrence of a triggering event. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies, as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. At December 31, 2019 and 2018, the carrying amounts of the Company's financial instruments, including cash, cash equivalents and restricted cash, convertible notes payable, notes payable and accounts payable, approximate their respective fair value due to the short-term nature of these instruments. At December 31, 2019 and 2018, the Company does not have any assets or liabilities required to be measured at fair value on a recurring basis. |
Deferred Direct IPO Issuance Costs - Offering | Deferred Direct IPO Issuance Costs – Offering The Company had capitalized offering costs of $276,560, consisting of legal, accounting and other fees and costs related to the IPO, which were reclassified to additional paid-in capital ("APIC") as a reduction of the proceeds upon the closing of the IPO in February 2019. |
Warrants | Warrants to Purchase Common Stock The Company issued warrants to purchase shares of common stock related to (i) bridge notes issued prior to its IPO, (ii) private investment in public equity ("PIPE") deals, and (iii) as part of underwriter compensation in 2019 and 2018. The Company accounted for such warrants in accordance with ASC Topic 480-10, Distinguishing Liabilities from Equity, which identifies three categories of freestanding financial instruments that are required to be accounted for as a liability. Based on this guidance, the Company determined, for each issuance, that its warrants did not need to be accounted for as a liability. Accordingly, the warrants were classified as equity and are not subject to remeasurement at each balance sheet date. In addition, the Company accounts for issuance costs of warrants issued with debt instruments in accordance with ASC 470-20, Debt with Conversion and Other Options, which states proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) are allocated to elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument, which may result in a discount or premium. On July 1, 2019, the Company filed a Registration Statement on Form S-1 to register for resale the common stock underlying the June Units sold with the Company's June 2019 private offering. On November 8, 2019, the Company filed a Registration Statement on Form S-1 to register for resale the common stock underlying the October Units sold with the Company's October 2019 private offering. Related registration rights agreements are accounted for in accordance with ASC Topic 450-20, Loss Contingencies, which requires measurement of the contingent liability when an entity would be required to deliver shares under a registration payment arrangement, the transfer of consideration is probable and the number of shares to be delivered can be reasonably estimated. Accordingly, there is no liability under the payment arrangement requiring disclosure or recognition. The fair value of warrants is estimated using the Black-Scholes option pricing model, based on the market value of the underlying common stock at the measurement dates, the contractual terms of the warrants, risk-free interest rates and expected volatility of the price of the underlying common stock. There are no expected dividends. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are recognized as incurred and include the costs related to the Company's various contract research service providers, suppliers, engineering services, supplies, outsourced testing and consulting, clinical costs, and salaries and related costs of employees working directly on research activities. |
Share-based Compensation | Stock-Based Compensation Stock-based compensation expense includes the estimated fair value of equity awards vested during the reporting period. The expense for equity awards vested during the reporting period is determined based upon the grant date fair value of the award and is recognized over the applicable vesting period of the stock award using either the straight-line method or an accelerated method, depending on the vesting structure, and is included in general and administrative expenses. Forfeitures are recognized as they are incurred. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Tax rate changes are reflected in income during the period such changes are enacted. All of the Company's tax years remain subject to examination by the tax authorities. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of deferred assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company has recorded a full valuation allowance against its net total deferred tax assets as of December 31, 2019 and 2018 because management determined that it is not more-likely-than not that those assets will be realized. Accordingly, there was no income tax benefit for all periods presented. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company's financial statements as of December 31, 2019. The Company does not expect any significant changes in the unrecognized tax benefits within twelve months of the reporting date. The Company's policy is to classify interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized in 2019 and 2018. |
Net Loss per Common Share | Net Loss per Common ShareBasic net loss per common share is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. The Company's unvested stock awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are considered participating securities and are contemplated in the computations of basic and diluted earnings or loss per share. These securities do not participate in losses and accordingly no such allocation has been made in the periods presented. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. |
JOBS Act Accounting Election | JOBS Act Accounting Election The Company is an emerging growth company ("EGC"), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an EGC nor an EGC which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Subsequent Events | Subsequent Events The Company’s management reviewed all material events through the date that the financial statements were issued for subsequent event disclosure consideration as discussed in Note 9. |
Recent Accounting Standards | Recent Accounting Standards In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, “Leases (Topic 842)”, which establishes a right-of-use (“ROU”) model requiring a lessee to recognize a ROU asset and a lease liability for all leases with terms greater-than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance is currently effective, for public EGC companies like the Company, for fiscal years beginning after December 15, 2020 and may include interim periods within those fiscal years. The modified retrospective transition approach applies to 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 Company has the option to instead apply the provisions at the effective date without adjusting the comparative periods presented. The Company is currently evaluating the impact of this guidance on its financial position, results of operations, and cash flows. In June 2018, the FASB issued ASU No. 2018-07, “Compensation Stock Compensation (Topic 718), Improvements to Non-Employee Share-Based Payment Accounting.” Under legacy guidance, the accounting for non-employee share-based payments differs from that applied to employee awards, particularly with regard to the measurement date and the impact of performance conditions. ASU No. 2018-07 provides that existing employee guidance will apply to non-employee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attributions of compensation cost. The cost of non-employee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for non-employee awards. The Company adopted the standard as of January 1, 2019 and it did not have an impact on the Company's financial statements, as non-employee stock compensation is nominal relative to the Company's total expenses for the year ended December 31, 2019. The Company does not believe that any other recently issued effective standards, or standards issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. Reclassifications In certain instances, amounts reported in the prior year financial statements have been reclassified to conform to the current financial statement presentation. Such reclassifications had no effect on previously reported shareholders' equity (deficit) or net loss. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | Prepaid expenses and other current assets consisted of the following: December 31, 2019 December 31, 2018 Prepaid insurance $ 93,950 $ 9,453 Other prepaids and receivables 2,360 1,080 Total prepaid expenses and other current assets $ 96,310 $ 10,533 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consisted of the following: December 31, December 31, Computer equipment and software $ 126,643 $ 105,704 Research and development equipment 244,480 244,480 Lab equipment 780,000 780,000 Leasehold improvements 271,124 242,167 Furniture 19,893 19,893 Subtotal 1,442,140 1,392,244 Less: accumulated depreciation (594,741) (378,004) Total property and equipment $ 847,399 $ 1,014,240 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of December 31, 2019 were as follows: Year Ending December 31, Amount 2020 $ 106,153 2021 35,751 Total future minimum lease payments $ 141,904 |
Schedule of Purchase Commitments | Year Ending December, 31 Amount 2020 $ 1,575,000 2021 1,575,000 2022 787,500 Total future minimum purchase commitments $ 3,937,500 |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity (Tables) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Summary of Nonvested Restricted Stock Shares Activity | Restricted stock activity for the year ended December 31, 2019 and 2018 is summarized as follows: Number of Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2017 305,000 $ 3.21 Vested (177,500) 3.21 Outstanding at December 31, 2018 127,500 $ 3.21 Granted 200,000 11.54 Vested (169,164) 5.26 Outstanding at December 31, 2019 158,336 $ 11.54 | |
Summary of Stock Option Activity | The following table summarizes stock option activities for the years ended December 31, 2019 and 2018: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 15,000 $ 0.13 9.75 $ — Granted 2,220,000 1.75 — — Outstanding, December 31, 2018 2,235,000 1.74 9.44 $ 23,100 Granted 648,550 6.03 — — Outstanding, December 31, 2019 2,883,550 $ 2.70 8.62 $ 23,861,981 Exercisable, December 31, 2019 867,563 $ 1.73 8.66 $ 8,025,827 During the year ended December 31, 2018, the Company granted its employees 2,220,000 options to purchase the Company’s common stock with an exercise price of $1.75 per share, for a term of 10 years, and a vesting period of four | |
Summary of Warrant Activity | The following table summarizes warrant activities for the years ended December 31, 2019 and 2018: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 — $ — — $ — Granted 776,350 1.75 4.80 — Outstanding, December 31, 2018 776,350 $ 1.75 4.80 $ — Granted 1,458,356 10.88 — — Exercised (685,900) 2.12 — 6,073,855 Forfeited (cashless exercise) (174,198) 3.99 — — Outstanding December 31, 2019 1,374,608 $ 10.97 4.43 $ 13,591 Exercisable, December 31, 2019 1,374,608 $ 10.97 4.43 $ 13,591 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The income tax provision differs from the amount using the statutory federal income tax rate of 21% for 2019 and 2018 for the following reasons: December 31, December 31, Amount % Amount % Tax benefit at the U.S. federal statutory rate $ (2,887,894) (21.00) % $ (1,956,137) (21.00) % Tax rate change — — — — % Permanent differences 24,939 0.18 % 119,266 1.28 % Return to provision (24,608) (0.18) % (94,219) (1.01) % Valuation allowance 2,887,563 21.00 % 1,931,090 20.73 % Effective income tax rate $ — — % $ — — % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following: December 31, December 31, Assets related to: Accounts payable and accrued liabilities $ 588,037 $ 1,224,599 Net operating losses and start-up costs 9,891,122 6,240,595 Total deferred tax assets 10,479,159 7,465,194 Valuation allowance for deferred tax assets (10,297,430) (7,409,867) Net deferred tax 181,729 55,327 Liabilities related to: Accounts receivable and prepaid expenses (20,226) (27,976) Depreciation and amortization (161,503) (27,351) Net deferred tax liabilities (181,729) (55,327) Net deferred tax assets $ — $ — |
Background and Organization a_2
Background and Organization and Going Concern - Narrative (Details) | Oct. 10, 2019USD ($)$ / sharesshares | Jun. 16, 2019USD ($)$ / sharesshares | Feb. 19, 2019USD ($)shares$ / shares | Feb. 19, 2019USD ($)$ / sharesshares | Feb. 19, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)segment$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Feb. 11, 2020USD ($) | Jun. 19, 2019$ / shares | Dec. 31, 2017$ / shares |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Number of operating segments | segment | 1 | |||||||||
Issuance of common shares for IPO, net of costs (in shares) | shares | 2,172,591 | |||||||||
Stock issued during period (in dollars per share) | $ / shares | $ 5 | $ 5 | $ 5 | |||||||
Proceeds from issuance of common stock | $ 9,450,000 | $ 10,862,955 | ||||||||
Net proceeds from issuance of common stock | 9,714,198 | |||||||||
Debt conversion, original amount | 11,784,987 | |||||||||
Converted debt, shares issued (in shares) | shares | 6,825,391 | |||||||||
Amount of accrued dividends converted to common stock | $ 4,773,480 | |||||||||
Conversion of accrued dividends into common stock, shares issued (in shares) | shares | 954,696 | |||||||||
Shares vested (in shares) | shares | 127,500 | |||||||||
Common stock, shares outstanding (in shares) | shares | 14,613,000 | 14,613,000 | 14,613,000 | 16,932,184 | 1,998,056 | |||||
Percentage of stock ownership after conversion | 4.99% | |||||||||
Convertible debt | $ 47,781 | $ 47,781 | $ 47,781 | |||||||
Convertible debt instrument, number of equity instruments | 273,034 | 273,034 | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 10.97 | $ 1.75 | $ 0 | |||||||
Number of shares of common stock to be called by each warrant (in shares) | shares | 533,775 | 1,228,431 | 1,228,431 | 1,228,431 | ||||||
Net loss | $ (13,751,877) | $ (9,314,936) | ||||||||
Net cash used in operating activities | (10,605,073) | (4,599,677) | ||||||||
Accumulated deficit | (56,043,371) | (42,131,275) | ||||||||
Working capital | 9,309,454 | |||||||||
Cash | $ 12,076,425 | $ 133,435 | ||||||||
Subsequent Event | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Cash | $ 10,081,593 | |||||||||
Conversion of Preferred Stock into Common Stock | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Incremental common shares attributable to dilutive effect of conversion of preferred stock | shares | 2,534,766 | |||||||||
Warrants Issued in Private Investment in Public Equity Offering | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Proceeds from issuance of common stock | $ 6,250,020 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 12.88 | $ 14 | $ 16 | |||||||
Number of shares of common stock to be called by each warrant (in shares) | shares | 533,775 | 472,500 | ||||||||
Private Investment in Public Equity Offering | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Stock issued during period (in dollars per share) | $ / shares | $ 14 | |||||||||
Number of units issued | shares | 485,250 | 675,000 | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 16 | |||||||||
Number of common stock per unit | shares | 1 | 1 | ||||||||
Number of warrants per unit | shares | 1.1 | 0.7 | ||||||||
Proceeds from private investment in public equity offering | $ 5,738,111 | $ 8,643,302 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Amortization expense | $ 0 | $ 376 | |
Offering costs | $ 276,560 | ||
Interest or penalties recognized | 0 | $ 0 | |
Conversion of Preferred Stock into Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Conversion of stock, shares issued (in shares) | 2,534,766 | ||
Trademarks | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Intangible assets, gross | $ 97,556 | $ 84,942 | |
Patents | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Write-off of intangible assets | $ 19,138 | ||
Employee Stock Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of EPS (in shares) | 2,883,550 | 2,235,000 | |
Restricted Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of EPS (in shares) | 158,336 | 127,500 | |
Convertible Debt Securities | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of EPS (in shares) | 1,374,608 | 776,350 | |
Minimum | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Property and equipment, useful life (in years) | 3 years | ||
Maximum | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Property and equipment, useful life (in years) | 5 years |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 93,950 | $ 9,453 |
Other prepaids and receivables | 2,360 | 1,080 |
Total prepaid expenses and other current assets | $ 96,310 | $ 10,533 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,442,140 | $ 1,392,244 |
Less: accumulated depreciation | (594,741) | (378,004) |
Total property and equipment | 847,399 | 1,014,240 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 126,643 | 105,704 |
Research and development equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 244,480 | 244,480 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 780,000 | 780,000 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 271,124 | 242,167 |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 19,893 | $ 19,893 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 216,737 | $ 120,488 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Lab equipment held for testing | $ 689,000 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) | Dec. 31, 2019USD ($)$ / sharesshares | Feb. 19, 2019USD ($)shares | Feb. 19, 2019USD ($)shares | Feb. 19, 2019USD ($)shares | Feb. 15, 2019USD ($) | Dec. 21, 2018USD ($) | Aug. 31, 2018USD ($) | Aug. 10, 2018USD ($)$ / shares | Aug. 07, 2018USD ($)$ / shares | Feb. 13, 2018USD ($) | Jan. 25, 2018USD ($) | Jan. 08, 2018USD ($) | Dec. 26, 2017USD ($) | Dec. 01, 2017USD ($) | Nov. 09, 2017USD ($) | Nov. 01, 2017USD ($) | Jun. 19, 2017USD ($) | Jan. 18, 2017USD ($) | Feb. 28, 2019USD ($)shares | Jan. 31, 2019shares | Oct. 31, 2018USD ($) | Sep. 30, 2019USD ($)shares | Feb. 13, 2018USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Oct. 10, 2019USD ($)shares | Apr. 17, 2018USD ($)$ / shares |
Debt conversion, original amount | $ 11,784,987 | |||||||||||||||||||||||||||
Converted debt, shares issued (in shares) | shares | 6,825,391 | |||||||||||||||||||||||||||
Percentage of stock ownership after conversion | 4.99% | |||||||||||||||||||||||||||
Convertible debt | $ 47,781 | $ 47,781 | $ 47,781 | |||||||||||||||||||||||||
Convertible debt instrument, number of equity instruments | 273,034 | 273,034 | ||||||||||||||||||||||||||
Number of shares of common stock to be called by each warrant (in shares) | shares | 1,228,431 | 1,228,431 | 1,228,431 | 533,775 | ||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 10.97 | $ 10.97 | $ 1.75 | $ 0 | ||||||||||||||||||||||||
Warrants outstanding | $ 1,636,232 | $ 1,636,232 | $ 1,636,232 | $ 4,537,648 | ||||||||||||||||||||||||
Warrant term (in years) | 5 years | |||||||||||||||||||||||||||
Cash paid for interest | $ (20,038) | $ 0 | ||||||||||||||||||||||||||
Amortization of debt discount | $ 664,953 | $ 111,537 | ||||||||||||||||||||||||||
Warrant Issued Under Fourth Note | ||||||||||||||||||||||||||||
Number of shares of common stock to be called by each warrant (in shares) | shares | 91,350 | 91,350 | ||||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.75 | $ 1.75 | ||||||||||||||||||||||||||
Warrants outstanding | $ 103,006 | $ 103,006 | ||||||||||||||||||||||||||
Unamortized discount | 74,532 | $ 74,532 | ||||||||||||||||||||||||||
Warrant Issued with Fifth Note | ||||||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.75 | |||||||||||||||||||||||||||
Warrant term (in years) | 5 years | |||||||||||||||||||||||||||
Warrants Issued in Connection with Fifth Note | ||||||||||||||||||||||||||||
Warrants issued (in shares) | shares | 300,000 | 300,000 | 685,000 | |||||||||||||||||||||||||
Warrants issued, value | $ 775,616 | |||||||||||||||||||||||||||
First Note | Convertible Debt | ||||||||||||||||||||||||||||
Percent of price paid per share in subsequent equity financing | 75.00% | |||||||||||||||||||||||||||
Percent of share price available for distribution | 85.00% | |||||||||||||||||||||||||||
Interest rate, stated percentage | 8.25% | |||||||||||||||||||||||||||
Post-maturity interest rate | 12.00% | |||||||||||||||||||||||||||
First Note | Convertible Debt | Conversion of Convertible Debt to Common Stock [Member] | ||||||||||||||||||||||||||||
Debt conversion, original amount | $ 5,000,000 | |||||||||||||||||||||||||||
First Note | Convertible Debt | A Single Related Party | Conversion of Convertible Debt to Common Stock [Member] | ||||||||||||||||||||||||||||
Debt conversion, original amount | $ 5,000,000 | $ 3,000,000 | $ 5,000,000 | |||||||||||||||||||||||||
Converted debt, shares issued (in shares) | shares | 1,585,086 | |||||||||||||||||||||||||||
Debt conversion accrued interest amount | $ 944,063 | |||||||||||||||||||||||||||
First Amendment | Convertible Debt | A Single Related Party | Conversion of Convertible Debt to Common Stock [Member] | ||||||||||||||||||||||||||||
Debt conversion, original amount | $ 6,250,000 | |||||||||||||||||||||||||||
Debt issued | $ 3,250,000 | |||||||||||||||||||||||||||
Second Note | Convertible Debt | ||||||||||||||||||||||||||||
Percent of price paid per share in subsequent equity financing | 75.00% | |||||||||||||||||||||||||||
Percent of share price available for distribution | 85.00% | |||||||||||||||||||||||||||
Interest rate, stated percentage | 8.25% | |||||||||||||||||||||||||||
Post-maturity interest rate | 12.00% | |||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 375,000 | $ 250,000 | $ 250,000 | $ 250,000 | $ 375,000 | $ 400,000 | $ 1,900,000 | |||||||||||||||||||||
Maximum borrowing capacity | $ 1,900,000 | |||||||||||||||||||||||||||
Second Note | Convertible Debt | A Single Related Party | ||||||||||||||||||||||||||||
Debt issued | 1,900,000 | $ 1,900,000 | ||||||||||||||||||||||||||
Second Note | Convertible Debt | A Single Related Party | Conversion of Convertible Debt to Common Stock [Member] | ||||||||||||||||||||||||||||
Debt conversion, original amount | $ 1,900,000 | |||||||||||||||||||||||||||
Converted debt, shares issued (in shares) | shares | 566,235 | |||||||||||||||||||||||||||
Debt conversion accrued interest amount | $ 223,368 | |||||||||||||||||||||||||||
Third Note | Convertible Debt | ||||||||||||||||||||||||||||
Percentage of stock ownership after conversion | 4.99% | |||||||||||||||||||||||||||
Interest rate, stated percentage | 10.00% | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 500,000 | |||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.175 | |||||||||||||||||||||||||||
Third Note | Convertible Debt | Non-related Party Investors | ||||||||||||||||||||||||||||
Debt issued | $ 250,000 | 250,000 | ||||||||||||||||||||||||||
Third Note | Convertible Debt | Conversion of Convertible Debt to Common Stock [Member] | Non-related Party Investors | ||||||||||||||||||||||||||||
Debt conversion, original amount | $ 47,781 | $ 452,219 | ||||||||||||||||||||||||||
Converted debt, shares issued (in shares) | shares | 3,106,068 | 273,034 | 2,833,034 | |||||||||||||||||||||||||
Debt conversion accrued interest amount | $ 43,562 | |||||||||||||||||||||||||||
Third Note | Convertible Debt | A Single Related Party | ||||||||||||||||||||||||||||
Debt issued | $ 250,000 | 250,000 | ||||||||||||||||||||||||||
Third Note | Convertible Debt | A Single Related Party | Conversion of Convertible Debt to Common Stock [Member] | ||||||||||||||||||||||||||||
Debt conversion, original amount | 500,000 | |||||||||||||||||||||||||||
Fourth Note | Convertible Debt | ||||||||||||||||||||||||||||
Interest rate, stated percentage | 10.00% | |||||||||||||||||||||||||||
Debt issued | $ 3,000,000 | |||||||||||||||||||||||||||
Maximum borrowing capacity | 3,000,000 | 3,000,000 | ||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.75 | |||||||||||||||||||||||||||
Debt issuance costs | 163,760 | 163,760 | ||||||||||||||||||||||||||
Unamortized balance of debt issuance costs | 118,492 | 118,492 | ||||||||||||||||||||||||||
Fourth Note | Convertible Debt | Non-related Party Investors | ||||||||||||||||||||||||||||
Debt issued | 1,728,000 | 1,728,000 | ||||||||||||||||||||||||||
Fourth Note | Convertible Debt | Conversion of Convertible Debt to Common Stock [Member] | Non-related Party Investors | ||||||||||||||||||||||||||||
Debt conversion, original amount | $ 3,000,000 | |||||||||||||||||||||||||||
Converted debt, shares issued (in shares) | shares | 1,841,036 | |||||||||||||||||||||||||||
Debt conversion accrued interest amount | $ 221,775 | |||||||||||||||||||||||||||
Fourth Note | Convertible Debt | Investor | ||||||||||||||||||||||||||||
Debt issued | 1,272,000 | 1,272,000 | ||||||||||||||||||||||||||
Fifth Note | Convertible Debt | ||||||||||||||||||||||||||||
Unamortized discount | $ 664,953 | $ 664,953 | $ 664,953 | |||||||||||||||||||||||||
Fifth Note | Non-convertible Promissory Notes | ||||||||||||||||||||||||||||
Interest rate, stated percentage | 10.00% | |||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 125,000 | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 985,000 | $ 485,000 | ||||||||||||||||||||||||||
Unamortized balance of debt issuance costs | 285,234 | 285,234 | 363,748 | |||||||||||||||||||||||||
Additional borrowing capacity | $ 300,000 | $ 200,000 | ||||||||||||||||||||||||||
Payment of principal and interest | $ 985,000 | |||||||||||||||||||||||||||
Cash paid for interest | $ (20,038) | |||||||||||||||||||||||||||
Amortization of debt discount | 325,955 | |||||||||||||||||||||||||||
Fifth Note | Non-convertible Promissory Notes | Non-related Party Investors | ||||||||||||||||||||||||||||
Unamortized balance of debt issuance costs | 145,974 | 145,974 | 297,325 | |||||||||||||||||||||||||
Unamortized discount | $ 145,974 | $ 145,974 | ||||||||||||||||||||||||||
Fifth Note | Non-convertible Promissory Notes | Related Party | ||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 860,000 | $ 125,000 | ||||||||||||||||||||||||||
Unamortized balance of debt issuance costs | $ 66,423 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | Feb. 19, 2019 | Feb. 01, 2016 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Payments for milestones | $ 250,000 | ||||
Percentage of license income entitlement | 50.00% | ||||
License income | $ 187,500 | $ 27,500 | |||
Issuance of common stock (in shares) | 2,172,591 | ||||
Rent expense | 95,519 | 89,643 | |||
Purchase obligation | 3,937,500 | ||||
Maximum penalty payment | 500,000 | ||||
Postemployment benefits liability | 1,775,035 | ||||
Office Space Lease Arrangement | |||||
Operating lease term (in years) | 63 months | ||||
Monthly lease payment | $ 7,867 | ||||
MD Anderson | |||||
Payment for expenses related to agreement | $ 65,000 | $ 55,000 | |||
Issuance of common stock (in shares) | 175,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 106,153 |
2021 | 35,751 |
Total future minimum lease payments | $ 141,904 |
Commitment and Contingencies -
Commitment and Contingencies - Schedule of Purchase Commitments (Details) | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 1,575,000 |
2021 | 1,575,000 |
2022 | 787,500 |
Total future minimum purchase commitments | $ 3,937,500 |
Stockholders' (Deficit) Equit_2
Stockholders' (Deficit) Equity (Details Textual) | Oct. 10, 2019USD ($)$ / sharesshares | Sep. 19, 2019 | Jun. 16, 2019USD ($)$ / sharesshares | May 08, 2019shares | Feb. 19, 2019USD ($)$ / sharesshares | Jan. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Jun. 19, 2019$ / shares | Feb. 28, 2019$ / sharesshares | Dec. 31, 2017$ / sharesshares | Nov. 30, 2012shares |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||
Shares vested (in shares) | 127,500 | ||||||||||||
Granted (in shares) | 648,550 | 2,220,000 | |||||||||||
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 6.03 | $ 1.75 | |||||||||||
Share price (in dollars per share) | $ / shares | $ 4.87 | ||||||||||||
Deferred compensation expense | $ | $ 484,065 | ||||||||||||
Number of shares of common stock to be called by each warrant (in shares) | 533,775 | 1,228,431 | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 10.97 | $ 10.97 | $ 1.75 | $ 0 | |||||||||
Warrant term (in years) | 5 years | ||||||||||||
Warrants outstanding | $ | $ 4,537,648 | $ 1,636,232 | |||||||||||
Proceeds from issuance of common stock | $ | $ 9,450,000 | 10,862,955 | |||||||||||
Bonus forgiveness | $ | $ 132,708 | ||||||||||||
Private Investment in Public Equity Offering | |||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 16 | ||||||||||||
Number of units issued | 485,250 | 675,000 | |||||||||||
Number of common stock per unit | 1 | 1 | |||||||||||
Number of warrants per unit | 1.1 | 0.7 | |||||||||||
Proceeds from warrant exercises | $ | $ 8,643,302 | ||||||||||||
Proceeds from private investment in public equity offering | $ | $ 5,738,111 | $ 8,643,302 | |||||||||||
Convertible Debt | Fifth Note | |||||||||||||
Unamortized discount | $ | $ 664,953 | ||||||||||||
Discount Rate | |||||||||||||
Measurement input | 0.0159 | ||||||||||||
Expected Dividend Payment | |||||||||||||
Measurement input | 0 | ||||||||||||
Share Price | |||||||||||||
Measurement input | 12.88 | 1.67 | |||||||||||
Warrant Issued Under Fourth and Fifth Note | |||||||||||||
Number of shares of common stock to be called by each warrant (in shares) | 776,350 | ||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.75 | ||||||||||||
Warrant term (in years) | 5 years | ||||||||||||
Fifth Note | |||||||||||||
Number of shares of common stock to be called by each warrant (in shares) | 300,000 | 300,000 | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.75 | $ 1.75 | |||||||||||
Warrants Issued to Underwriters | |||||||||||||
Number of shares of common stock to be called by each warrant (in shares) | 152,081 | ||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 6 | ||||||||||||
Warrant term (in years) | 5 years | ||||||||||||
Warrants Issued in Private Investment in Public Equity Offering | |||||||||||||
Number of shares of common stock to be called by each warrant (in shares) | 533,775 | 472,500 | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 12.88 | $ 14 | $ 16 | ||||||||||
Warrants outstanding | $ | $ 4,420,503 | ||||||||||||
Proceeds from issuance of common stock | $ | $ 6,250,020 | ||||||||||||
Warrants Issued in Private Investment in Public Equity Offering | Discount Rate | |||||||||||||
Measurement input | 0.0185 | ||||||||||||
Warrants Issued in Private Investment in Public Equity Offering | Expected Term | |||||||||||||
Measurement input | 5 | ||||||||||||
Warrants Issued in Private Investment in Public Equity Offering | Price Volatility | |||||||||||||
Measurement input | 0.85 | ||||||||||||
Warrants Issued in Private Investment in Public Equity Offering | Expected Dividend Payment | |||||||||||||
Measurement input | 0 | ||||||||||||
Warrants Issued in Private Investment in Public Equity Offering | Share Price | |||||||||||||
Measurement input | 14.30 | ||||||||||||
Minimum | Discount Rate | |||||||||||||
Measurement input | 0.025 | ||||||||||||
Minimum | Price Volatility | |||||||||||||
Measurement input | 0.8292 | 0.8409 | |||||||||||
Maximum | Discount Rate | |||||||||||||
Measurement input | 0.028 | ||||||||||||
Maximum | Price Volatility | |||||||||||||
Measurement input | 0.8580 | ||||||||||||
Restricted Stock | |||||||||||||
Grants in period (in shares) | 200,000 | ||||||||||||
Shares vested (in shares) | 41,664 | 169,164 | 177,500 | ||||||||||
Shares that immediately vested upon completion of IPO (in shares) | 158,336 | 158,336 | 127,500 | 305,000 | |||||||||
Stock-based compensation expense | $ | $ 889,539 | $ 553,552 | |||||||||||
Unamortized expense related to restricted stock grant | $ | $ 1,682,917 | $ 1,682,917 | |||||||||||
Restricted Stock | Share-based Payment Arrangement, Tranche One | |||||||||||||
Shares vested (in shares) | 25,000 | ||||||||||||
Vesting period (in years) | 4 years | ||||||||||||
Restricted Stock | Share-based Payment Arrangement, Tranche Two | |||||||||||||
Shares vested (in shares) | 175,000 | ||||||||||||
Vesting period (in years) | 4 months | ||||||||||||
Employee Stock Option | |||||||||||||
Stock-based compensation expense | $ | $ 1,598,514 | $ 404,632 | |||||||||||
Unamortized expense related to restricted stock grant | $ | $ 3,485,140 | $ 3,485,140 | |||||||||||
Expiration period (in years) | 10 years | 10 years | 10 years | ||||||||||
Fair value of options | $ | $ 456,961 | $ 2,762,693 | $ 2,694,567 | ||||||||||
Discount rate | 2.53% | 2.77% | |||||||||||
Expected life (in years) | 5 years 3 months 7 days | 6 years 3 months | |||||||||||
Expected volatility rate | 84.30% | ||||||||||||
Expected dividends | $ | $ 0 | $ 0 | $ 0 | ||||||||||
Employee Stock Option | Minimum | |||||||||||||
Discount rate | 1.65% | ||||||||||||
Expected life (in years) | 5 years 6 months | ||||||||||||
Expected volatility rate | 82.99% | 84.50% | |||||||||||
Share price (in dollars per share) | $ / shares | $ 1.67 | $ 5.73 | $ 5.73 | $ 1.67 | |||||||||
Employee Stock Option | Maximum | |||||||||||||
Discount rate | 2.12% | ||||||||||||
Expected life (in years) | 6 years 3 months | ||||||||||||
Expected volatility rate | 85.06% | 84.70% | |||||||||||
Share price (in dollars per share) | $ / shares | $ 17.50 | $ 17.50 | |||||||||||
Employee Stock Option | Share-based Payment Arrangement, Tranche One | |||||||||||||
Vesting period (in years) | 42 months | 1 year | 1 year | ||||||||||
Employee Stock Option | Share-based Payment Arrangement, Tranche Two | |||||||||||||
Vesting period (in years) | 4 years | ||||||||||||
Award vesting rights, percentage | 25.00% | 25.00% | |||||||||||
Three Consultants | Restricted Stock | |||||||||||||
Grants in period (in shares) | 200,000 | ||||||||||||
Employees | |||||||||||||
Granted (in shares) | 2,220,000 | ||||||||||||
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 1.75 | ||||||||||||
Certain Individuals | |||||||||||||
Granted (in shares) | 401,750 | 246,800 | |||||||||||
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 1.75 | $ 13 | |||||||||||
2012 Long Term Incentive Plan | |||||||||||||
Shares reserved and available for issuance (in shares) | 789,745 | ||||||||||||
Shares remaining available for grant (in shares) | 14,745 | 14,745 | |||||||||||
2018 Stock Plan | |||||||||||||
Shares reserved and available for issuance (in shares) | 3,400,000 | 3,400,000 | |||||||||||
Shares remaining available for grant (in shares) | 531,450 | 531,450 | |||||||||||
Conversion of Preferred Stock To Common Stock | |||||||||||||
Conversion of stock, shares issued (in shares) | 2,534,766 | ||||||||||||
Conversion of Accrued Dividends Into Common Stock | |||||||||||||
Conversion of stock, shares issued (in shares) | 954,696 | ||||||||||||
Series A Preferred Stock | |||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 416,666 | ||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 416,666 | ||||||||||
Preferred stock, dividend rate | 8.00% | ||||||||||||
Preferred stock, dividend rate (in dollars per share) | $ / shares | $ 4.80 | ||||||||||||
Series B Preferred Stock | |||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 2,118,100 | ||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 2,118,100 | ||||||||||
Preferred stock, dividend rate (in dollars per share) | $ / shares | $ 6.61 | ||||||||||||
Preferred stock conversion price (in dollars per share) | $ / shares | $ 6.61 | $ 6.61 | |||||||||||
Dividends payable | $ | $ 4,773,480 | $ 4,613,261 |
Stockholders' (Deficit) Equit_3
Stockholders' (Deficit) Equity - Restricted Stock (Details) - $ / shares | Feb. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Vested (in shares) | (127,500) | |||
Granted (in dollars per share) | $ 11.54 | |||
Restricted Stock | ||||
Outstanding beginning balance (in shares) | 127,500 | 305,000 | ||
Weighted-Average Grant Date Fair Value, beginning balance (in dollars per share) | $ 3.21 | $ 3.21 | ||
Vested (in shares) | (41,664) | (169,164) | (177,500) | |
Vested (in dollars per share) | $ 5.26 | $ 3.21 | ||
Granted (in shares) | 200,000 | |||
Outstanding ending balance (in shares) | 158,336 | 158,336 | 127,500 | |
Weighted-Average Grant Date Fair Value, ending balance (in dollars per share) | $ 11.54 | $ 11.54 | $ 3.21 |
Stockholders' (Deficit) Equit_4
Stockholders' (Deficit) Equity - Stock Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | |||
Outstanding, Number of Shares, beginning of period (in shares) | 2,235,000 | 15,000 | |
Granted (in shares) | 648,550 | 2,220,000 | |
Outstanding, Number of Shares, end of period (in shares) | 2,883,550 | 2,235,000 | 15,000 |
Exercisable, Number of Shares (in shares) | 867,563 | ||
Outstanding, Weighted Average Exercise Price, beginning of period (in dollars per share) | $ 1.74 | $ 0.13 | |
Granted, Weighted Average Exercise Price (in dollars per share) | 6.03 | 1.75 | |
Outstanding, Weighted Average Exercise Price, end of period (in dollars per share) | 2.70 | $ 1.74 | $ 0.13 |
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 1.73 | ||
Outstanding, Weighted Average Remaining Life (Year) | 8 years 7 months 13 days | 9 years 5 months 8 days | 9 years 9 months |
Exercisable, Weighted Average Remaining Life (Year) | 8 years 7 months 28 days | ||
Outstanding, Aggregate Intrinsic Value | $ 23,861,981 | $ 23,100 | $ 0 |
Exercisable, Aggregate Intrinsic Value | $ 8,025,827 |
Stockholders' (Deficit) Equit_5
Stockholders' (Deficit) Equity - Warrants (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | |||
Warrant outstanding, shares (in shares) | 776,350 | 0 | |
Warrant granted, shares (in shares) | 1,458,356 | 776,350 | |
Warrant exercised, shares (in shares) | (685,900) | ||
Warrant forfeited (cashless exercise), shares (in shares) | (174,198) | ||
Warrant outstanding, shares (in shares) | 1,374,608 | 776,350 | |
Warrant exercisable, shares (in shares) | 1,374,608 | ||
Exercise price of warrants (in dollars per share) | $ 10.97 | $ 1.75 | $ 0 |
Warrant granted, weighted average exercise price (in dollars per share) | 10.88 | $ 1.75 | |
Warrant exercised, weighted average exercise price (in dollars per share) | 2.12 | ||
Warrant forfeited (cashless exercise), weighted average exercise price (in dollars per share) | 3.99 | ||
Warrant exercisable, weighted average exercise price (in dollars per share) | $ 10.97 | ||
Warrant outstanding, weighted average remaining contractual term (Year) | 4 years 5 months 4 days | 4 years 9 months 18 days | |
Warrant granted, weighted average remaining contractual term (Year) | $ 4.80 | ||
Warrant exercisable, weighted average remaining contractual term (Year) | 4 years 5 months 4 days | ||
Warrant outstanding, aggregate intrinsic value | $ 13,591 | $ 0 | $ 0 |
Warrant exercised, aggregate intrinsic value | 6,073,855 | ||
Warrant exercisable, aggregate intrinsic value | $ 13,591 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
Statutory federal income tax rate | 21.00% | 21.00% |
Federal net operating loss carryforwards | $ 29,602,639 | |
Federal net operating loss carryforwards subject to expiration | $ 24,727,679 | |
Additional net operating loss carryforwards | 17,460,252 | |
Increase in valuation allowance | $ 2,879,647 | $ 1,931,090 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at the U.S. federal statutory rate, amount | $ (2,887,894) | $ (1,956,137) |
Tax benefit at the U.S. federal statutory rate, percent | (21.00%) | (21.00%) |
Tax rate change, amount | $ 0 | $ 0 |
Tax rate change, percent | 0.00% | 0.00% |
Permanent differences, amount | $ 24,939 | $ 119,266 |
Permanent differences, percent | 0.18% | 1.28% |
Return to provision, amount | $ (24,608) | $ (94,219) |
Return to provision, percent | (0.18%) | (1.01%) |
Valuation allowance, amount | $ 2,887,563 | $ 1,931,090 |
Valuation allowance, percent | 21.00% | 20.73% |
Effective income tax rate, amount | $ 0 | $ 0 |
Effective income tax rate, percent | 0.00% | 0.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Assets related to: | ||
Accounts payable and accrued liabilities | $ 588,037 | $ 1,224,599 |
Net operating losses and start-up costs | 9,891,122 | 6,240,595 |
Total deferred tax assets | 10,479,159 | 7,465,194 |
Valuation allowance for deferred tax assets | (10,297,430) | (7,409,867) |
Net deferred tax | 181,729 | 55,327 |
Liabilities related to: | ||
Accounts receivable and prepaid expenses | (20,226) | (27,976) |
Depreciation and amortization | (161,503) | (27,351) |
Net deferred tax liabilities | (181,729) | (55,327) |
Net deferred tax assets | $ 0 | $ 0 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - USD ($) | Feb. 04, 2020 | Jan. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 19, 2019 |
Granted (in shares) | 648,550 | 2,220,000 | |||
Granted, weighted average exercise price (in dollars per share) | $ 6.03 | $ 1.75 | |||
Share price (in dollars per share) | $ 4.87 | ||||
Employee Stock Option | |||||
Expiration period (in years) | 10 years | 10 years | 10 years | ||
Fair value of options | $ 456,961 | $ 2,762,693 | $ 2,694,567 | ||
Discount rate | 2.53% | 2.77% | |||
Expected life (in years) | 5 years 3 months 7 days | 6 years 3 months | |||
Expected volatility rate | 84.30% | ||||
Expected dividends | $ 0 | $ 0 | $ 0 | ||
Certain Individuals | |||||
Granted (in shares) | 401,750 | 246,800 | |||
Granted, weighted average exercise price (in dollars per share) | $ 1.75 | $ 13 | |||
Subsequent Event | Employee Stock Option | |||||
Expiration period (in years) | 10 years | ||||
Award vesting rights, percentage | 25.00% | ||||
Vesting period (in years) | 4 years | ||||
Fair value of options | $ 3,193,468 | ||||
Discount rate | 1.42% | ||||
Expected life (in years) | 6 years 3 months | ||||
Expected volatility rate | 83.12% | ||||
Expected dividends | $ 0 | ||||
Share price (in dollars per share) | $ 11.71 | ||||
Subsequent Event | Certain Individuals | |||||
Granted (in shares) | 381,800 | ||||
Granted, weighted average exercise price (in dollars per share) | $ 11.71 |