Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 10, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | INNOVATE BIOPHARMACEUTICALS, INC. | |
Entity Central Index Key | 1,551,986 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | INNT | |
Entity Common Stock, Shares Outstanding | 25,695,602 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | |
Current Assets: | |||
Cash and cash equivalents | $ 12,976,711 | $ 355,563 | |
Prepaid expenses | 250,761 | 161,844 | |
Deferred offering costs | 0 | 159,795 | |
Due from related party | 0 | 75,000 | |
Total current assets | 13,227,472 | 752,202 | |
Property and equipment, net | 51,962 | 40,707 | |
Other assets | 5,580 | 5,580 | |
Total assets | 13,285,014 | 798,489 | |
Current liabilities: | |||
Accounts payable | 2,024,964 | 2,658,637 | |
Accrued expenses | 5,928 | 1,180,225 | |
Note payable, net of debt discount | 3,407,866 | 0 | |
Convertible promissory notes, net | 0 | 8,329,045 | |
Convertible promissory notes, related party, net | 0 | 244,816 | |
Accrued interest | 0 | 560,380 | |
Total current liabilities | 5,438,758 | 12,973,103 | |
Commitments and contingencies (Note 8) | |||
Stockholders’ equity (deficit) | |||
Common stock* - $0.0001 par value, 350,000,000 and 250,000,000 shares authorized; 25,691,580 and 11,888,240 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively | [1] | 2,569 | 11,888 |
Additional paid-in-capital | 43,353,122 | 7,167,189 | |
Accumulated deficit | (35,509,435) | (19,353,691) | |
Total stockholders’ equity (deficit) | 7,846,256 | (12,174,614) | |
Total liabilities and stockholders’ equity (deficit) | $ 13,285,014 | $ 798,489 | |
[1] | Common shares adjusted for the exchange ratio from the reverse recapitalization |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 | |
Common Stock, Par or Stated Value Per Share | [1] | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | [1] | 350,000,000 | 250,000,000 |
Common Stock, Shares, Issued | [1] | 25,691,580 | 11,888,240 |
Common Stock, Shares, Outstanding | [1] | 25,691,580 | 11,888,240 |
[1] | Common shares adjusted for the exchange ratio from the reverse recapitalization |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Operating expenses: | |||
Research and development | $ 6,358,004 | $ 1,335,503 | |
General and administrative | 6,166,613 | 2,580,726 | |
Total operating expenses | 12,524,617 | 3,916,229 | |
Loss from operations | (12,524,617) | (3,916,229) | |
Other income (expense): | |||
Interest income | 30,492 | 0 | |
Interest expense | (3,661,619) | (71,647) | |
Total other income (expense), net | (3,631,127) | (71,647) | |
Loss before income taxes | (16,155,744) | (3,987,876) | |
Benefit from (provision for) income taxes | 0 | 0 | |
Net loss | $ (16,155,744) | $ (3,987,876) | |
Number of shares used in computation | |||
Net loss per common share, basic and diluted* | [1] | $ (0.76) | $ (0.34) |
Weighted-average common shares, basic and diluted* | [1] | 21,243,905 | 11,888,240 |
[1] | Common shares adjusted for the exchange ratio from the reverse recapitalization |
Condensed Statements of Stockho
Condensed Statements of Stockholders’ Equity (Deficit) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Stock Subscription Receivable [Member] | ||
Balance at Dec. 31, 2016 | $ (6,587,554) | $ 11,888 | [1] | $ 1,148,457 | $ (7,747,874) | $ (25) | |
Balance (in shares) at Dec. 31, 2016 | [1] | 11,888,240 | |||||
Payment of stock subscription receivable | 25 | $ 0 | [1] | 0 | 0 | 25 | |
Share-based compensation | 6,018,732 | 0 | [1] | 6,018,732 | 0 | 0 | |
Net loss | (11,605,817) | 0 | [1] | 0 | (11,605,817) | 0 | |
Balance at Dec. 31, 2017 | (12,174,614) | $ 11,888 | [1] | 7,167,189 | (19,353,691) | 0 | |
Balance (in shares) at Dec. 31, 2017 | [1] | 11,888,240 | |||||
Change in par value from $0.001 to $0.0001 | 0 | $ (10,699) | [1] | 10,699 | 0 | 0 | |
Issuance of shares as a result of reverse recapitalization | (978,674) | $ 186 | [1] | (978,860) | 0 | 0 | |
Issuance of shares as a result of reverse recapitalization (in shares) | [1] | 1,864,808 | |||||
Issuance of common stock | 16,137,661 | $ 711 | [1] | 16,136,950 | 0 | 0 | |
Issuance of common stock (in shares) | [1] | 7,111,631 | |||||
Warrants issued with common stock | 1,995,000 | $ 0 | [1] | 1,995,000 | 0 | 0 | |
Warrants issued to placement agents | 913,000 | 0 | [1] | 913,000 | 0 | 0 | |
Stock issuance costs | (2,568,079) | 0 | [1] | (2,568,079) | 0 | 0 | |
Conversion of convertible debt and accrued interest | 9,229,819 | $ 483 | [1] | 9,229,336 | 0 | 0 | |
Conversion of convertible debt and accrued interest (in shares) | [1] | 4,827,001 | |||||
Beneficial conversion feature | 3,077,887 | $ 0 | [1] | 3,077,887 | 0 | 0 | |
Share-based compensation | 8,370,000 | 0 | [1] | 8,370,000 | 0 | 0 | |
Net loss | (16,155,744) | 0 | [1] | 0 | (16,155,744) | 0 | |
Balance at Mar. 31, 2018 | $ 7,846,256 | $ 2,569 | [1] | $ 43,353,122 | $ (35,509,435) | $ 0 | |
Balance (in shares) at Mar. 31, 2018 | [1] | 25,691,680 | |||||
[1] | Common shares adjusted for the exchange ratio from the reverse recapitalization |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Cash flows from operating activities | |||
Net loss | $ (16,155,744) | $ (3,987,876) | $ (11,605,817) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Share-based compensation | 8,370,000 | 2,387,200 | |
Accrued interest on convertible promissory notes | 25,578 | 61,156 | |
Amortization of debt discount | 427,866 | 10,491 | |
Depreciation | 2,688 | 1,000 | |
Beneficial conversion feature | 3,077,887 | 0 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | (88,917) | (50,581) | |
Accounts payable | (1,612,347) | 15,335 | |
Accrued expenses | (1,014,502) | 741,529 | |
Net cash used in operating activities | (6,967,491) | (821,746) | |
Cash flows from investing activities | |||
Purchase of property and equipment | (13,943) | (1,600) | |
Loan payments from related party | 75,000 | 0 | |
Net cash provided by (used in) investing activities | 61,057 | (1,600) | |
Cash flows from financing activities | |||
Borrowings from note payable | 3,000,000 | 0 | |
Payments of note payable issuance costs | (20,000) | 0 | |
Borrowings from convertible promissory notes | 345,000 | 575,000 | |
Principal payments of convertible promissory notes | (275,000) | 0 | |
Proceeds from issuance of common stock and warrants | 18,132,661 | 0 | |
Payment of stock issuance costs | (1,495,284) | 0 | |
Payment of deferred offering costs | (159,795) | 0 | |
Payment of stock subscription receivable | 0 | 25 | |
Net cash provided by financing activities | 19,527,582 | 575,025 | |
Net increase (decrease) in cash and cash equivalents | 12,621,148 | (248,321) | |
Cash and cash equivalents as of beginning of period | 355,563 | 360,811 | 360,811 |
Cash and cash equivalents as of end of period | 12,976,711 | 112,490 | $ 355,563 |
Cash paid during the year for: | |||
Cash paid during the period for interest | 130,288 | 0 | |
Supplemental disclosure of noncash financing activities | |||
Conversion of convertible notes and accrued interest to common stock | 9,229,336 | 0 | |
Assumption of liabilities from reverse recapitalization transaction | 978,674 | 0 | |
Warrants issued to placement agents | $ 913,000 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Business Description Innovate Biopharmaceuticals, Inc. (the “Company” or “Innovate”) is a clinical-stage biopharmaceutical company developing novel medicines for autoimmune and inflammatory diseases with unmet needs. The Company’s pipeline includes drug candidates for celiac disease, nonalcoholic steatohepatitis (NASH), Crohn's, and ulcerative colitis. On January 29, 2018, Monster Digital, Inc. (“Monster”) and privately held Innovate Biopharmaceuticals Inc. (“Private Innovate”) completed a reverse recapitalization in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated July 3, 2017, as amended (the “Merger Agreement”), by and among Monster, Monster Merger Sub, Inc. (“Merger Sub”) and Private Innovate. In connection with the transaction , Private Innovate changed its name Monster, a Delaware corporation (formed in November 2010), and its subsidiary SDJ Technologies, Inc. (“SDJ”), was an importer of high-end memory storage products, flash memory and action sports cameras marketed and sold under the Monster Digital brand name acquired under a long-term licensing agreement with Monster, Inc. In September 2017, Monster incorporated MD Holding Co, Inc. (“MDH”), a Delaware corporation, and transferred all of the businesses and assets of Monster, including all shares of SDJ and those liabilities of Monster not assumed by Innovate pursuant to the Merger to MDH. In January 2018 the name of MDH was changed to NLM Holding Co., Inc. On January 29, 2018, prior to the Merger, Private Innovate completed an equity financing (the “Equity Issuance”). See Note 3. The unaudited condensed interim financial statements as of and for the three months ended March 31, 2018, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary for a fair statement of the balance sheets, operating results, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Operating results for the three months ended March 31, 2018, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018. Certain information and footnote disclosure normally included in the annual financial statements prepared in accordance with GAAP have been omitted in accordance with the SEC’s rules and regulations for interim reporting. The Company’s financial position, results of operations and cash flows are presented in U.S. Dollars. Upon the closing of the Merger, the outstanding shares of Private Innovate were exchanged for shares of common stock of Monster at an exchange ratio of one share of Private Innovate common stock to 0.37686604 The Merger has been accounted for as a reverse recapitalization. Prior to the Merger, Monster spun-out all of its pre-merger business assets and liabilities before it acquired Private Innovate. The owners and management of Private Innovate have actual or effective voting and operating control of the combined company. In the Merger transaction, Monster is the accounting acquiree and Private Innovate is the accounting acquirer. A reverse recapitalization is equivalent to the issuance of stock by the private operating company for the net monetary assets of the accounting acquiree accompanied by a recapitalization with accounting similar to that resulting from a reverse acquisition, except that no goodwill or intangible assets are recorded. Immediately prior to the effective time of the Merger, Monster effected a reverse stock split at a ratio of one new share for every ten shares 1,864,808 1.0 The accompanying unaudited financial statements and related notes reflect the historical results of Private Innovate prior to the Merger and of the combined company following the Merger, and do not include the historical results of Monster prior to the completion of the Merger. These financial statements and related notes should be read in conjunction with the audited financial statements of Private Innovate for the years ended December 31, 2017 and 2016, included in the Company’s Form 8-K/A filed with the SEC on April 18, 2018, and Monster’s audited consolidated financial statements and related notes thereto for the years ended December 31, 2017 and 2016, included in our Annual Report on Form 10-K for the year ended December 31, 2017, There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2018 and 2017, as compared to the significant accounting policies disclosed in Note 1 of the financial statements of Private Innovate for the years ended December 31, 2017 and 2016. However, the following accounting policies are the most critical in fully understanding the Company’s financial condition and results of operations. The Company faces risks associated with biopharmaceutical companies whose products are in the early stage of development. These risks include, among others, the Company’s need for additional financing to achieve key development milestones, the need to defend intellectual property rights, and the dependence on key members of management. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes to the financial statements. Areas of the financial statements where estimates may have the most significant effect include accrued expenses, share-based compensation, deferred compensation, valuation allowance for income tax assets and management’s assessment of the Company’s ability to continue as a going concern. Changes in the facts or circumstances underlying these estimates could result in material changes and actual results could differ from these estimates. The Company incurs periodic expenses such as research and development, salaries, and professional fees. An adjusting entry to accrue expenses is necessary when expenses have been incurred by the Company prior to them being invoiced. When a vendor’s invoice is not received, the Company is required to estimate its accrued expenses. This process involves reviewing quotations and contracts, identifying services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The majority of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. The Company estimates accrued expenses as of each balance sheet date based on facts and circumstances known at that time. March 31, December 31, 2018 2017 Compensation and benefits $ - $ 1,065,225 Other 5,928 115,000 Total $ 5,928 $ 1,180,225 Research and development expenses consist of costs incurred to further the Company’s research and development activities and include salaries and related employee benefits, manufacturing of pharmaceutical active ingredients and drug products, costs associated with clinical trials, nonclinical activities, regulatory activities, research-related overhead expenses and fees paid to expert consultants, external service providers and contract research organizations which conduct certain research and development activities on behalf of the Company. Costs incurred in the research and development of products are charged to research and development expense as incurred. Costs for preclinical studies and clinical trial activities are recognized based on an evaluation of vendors’ progress towards completion of specific tasks, using data such as patient enrollment, clinical site activations or information provided by vendors regarding their actual costs incurred. Payments for these activities are based on the terms of individual contracts and payment timing may differ significantly from the period in which the services were performed. The Company determines accrual estimates through reports from and discussions with applicable personnel and outside service providers as to the progress or state of completion of trials, or the services completed. The estimates of accrued expenses as of each balance sheet date are based on the facts and circumstances known at the time. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made. The Company measures compensation cost for share-based payment awards granted to employees and non-employee directors at fair value using the Black-Scholes-Merton option-pricing model. Compensation expense is recognized on a straight-line basis over the service period for awards expected to vest. Share-based compensation cost related to share-based payment awards granted to non-employees is adjusted each reporting period for changes in the fair value of the Company’s stock until the measurement date. The measurement date is generally considered to be the date when all services have been rendered or the date that options are fully vested. Costs associated with the submission of patent applications are expensed as incurred given the uncertainty of the future economic benefits of the patents. Patent and patent related legal and administrative costs included in general and administrative expenses were approximately $ 130,000 143,000 The Company calculates net loss per share as a measurement of the Company’s performance while giving effect to all dilutive potential common shares that were outstanding during the reporting period. As the Company had a net loss for all periods presented, the inclusion of common stock options or other similar instruments would be anti-dilutive. Therefore, the weighted average shares used to calculate both basic and diluted earnings per share are the same. For the three months ended March 31, 2018 and 2017, 8.6 6.5 Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s operations are in North America. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”). The provisions of ASU 2016-02 set out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for in a similar manner as under existing guidance for operating leases. ASU 2016-02 supersedes the previous lease standard, Topic 840, Leases In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2: LIQUIDITY AND GOING CONCERN The accompanying financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. There is substantial doubt that the Company will continue as a going concern for at least 12 months following the date these financial statements are issued without additional financing, based on the Company’s limited operating history and recurring operating losses. Management’s plans with regard to these matters include entering into strategic partnerships or seeking additional debt or equity financing arrangements or a combination of these activities. The failure to obtain sufficient financing or strategic partnerships could adversely affect the Company’s ability to achieve its business objectives and continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
MERGER AND FINANCING
MERGER AND FINANCING | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 3: MERGER AND FINANCING As noted above, on January 29, 2018, Private Innovate and Monster completed a merger in accordance with the terms of the Merger Agreement, by and among Monster, Merger Sub and the Company, which changed its name in connection with the transaction to IB Pharmaceuticals Inc. (“IB Pharmaceuticals”). Pursuant to the Merger Agreement, Merger Sub merged with and into IB Pharmaceuticals, with IB Pharmaceuticals surviving as the wholly owned subsidiary of Monster (the “Merger”). Immediately following the Merger, Monster changed its name to Innovate Biopharmaceuticals, Inc. (“Innovate”). On March 29, 2018, IB Pharmaceuticals was merged into Innovate and ceased to exist. Immediately prior to the closing of the Merger, accredited investors purchased shares of common stock of Private Innovate in a private placement for gross proceeds of approximately $ 18.1 16.5 1.6 1.4 3.18 0.0 84.8 2.5 5.0 2.0 Private Innovate also issued 349,555 2.54 279,862 3.18 913,000 Concurrently with the Equity Issuance, convertible promissory notes issued by Private Innovate in the aggregate principal amount of approximately $ 8.6 582,000 0.72 25 3.1 |
NOTE PAYABLE
NOTE PAYABLE | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 4: NOTE PAYABLE On January 29, 2018, the Company entered into a Note Purchase Agreement and Senior Note Payable (“Note”) with a lender. The principal amount of the Note is $ 4.8 1.8 20,000 2.98 September 30, 2018 12.5 March 30, 2018 Upon the Maturity Date of the Note, the Company is required to pay the lender an amount representing 105% of all outstanding Principal, accrued and unpaid interest, and any unpaid late charges, if applicable. March 31, Note payable $ 4,800,000 Less debt discount (1,392,134) Total $ 3,407,866 |
LICENSE AGREEMENTS
LICENSE AGREEMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of License Agreements [Abstract] | |
License Agreements [Text Block] | NOTE 5: LICENSE AGREEMENTS During 2016 the Company entered into a license agreement (the “Alba License”) with Alba Therapeutics Corporation (“Alba”) to obtain the rights to certain intellectual property relating to larazotide acetate and related compounds. The Company’s initial area of focus for these assets relates to the treatment of celiac disease. These assets are now referred to as INN-202 by the Company. Upon execution of the Alba License, the Company paid Alba a non-refundable license fee of $500,000. In addition, the Company is required to make milestone payments to Alba upon the achievement of certain clinical and regulatory milestones totaling up to $1,500,000 and payments upon regulatory approval and commercial sales of a licensed product totaling up to $150,000,000, which is based on sales ranging from $100,000,000 to $1,500,000,000. Upon the Company paying Alba $2,500,000 for the first commercial sale of a licensed product, the Alba License becomes perpetual and irrevocable. Upon the achievement of net sales in a year exceeding $1,500,000,000, the Alba License also becomes milestone fee free. The Alba License provides Alba with certain termination rights; including failure of the Company to use Commercially Reasonable Efforts to develop the licensed products. During 2013, the Company entered into an exclusive license agreement with Seachaid Pharmaceuticals, Inc. (the “Seachaid Agreement”) to further develop and commercialize the licensed product, the compound known as APAZA. This product is now referred to as INN-108 by the Company. The agreement shall continue in effect on a country-by-country basis, unless terminated sooner in accordance with the termination provisions of the agreement, until the expiration of the royalty term for such product and such country. The royalty term for each such product and such country shall continue until the earlier of the expiration of certain patent rights (as defined in the agreement) or the date that the sales for one or more generic equivalents makes up a certain percentage of sales in an applicable country during a calendar year. The Company was required to make an initial, non-refundable payment under the Seachaid Agreement in the amount of $200,000. The agreement also calls for milestone payments totaling up to $6,000,000 to be paid when certain clinical and regulatory milestones are met. There are also commercialization milestone payments ranging from $1,000,000 to $2,500,000 depending on net sales of the products in a single calendar year, followed by royalty payments in the single digits based on net product sales. During 2014, the Company entered into an Asset Purchase Agreement with Repligen Corporation (“Repligen”) to acquire Repligen’s RG-1068 program for the development of Secretin for the Pancreatic Imaging Market and Magnetic Resonance Cholangiopancreatography. This program is now referred to as INN-329 by the Company. As consideration for the Asset Purchase Agreement, the Company agreed to make a non-refundable cash payment on the date of the agreement and future royalty payments consisting of a percentage between five and fifteen of annual net sales, with the royalty payment percentage increasing as annual net sales increase. The royalty payments are made on a product-by-product and country-by-country basis and the obligation to make the payments expires with respect to each country upon the later of (i) the expiration of regulatory exclusivity for the product in that country or (ii) ten years after the first commercial sale in that country. The royalty amount is subject to reduction in certain situations, such as the entry of generic competition in the market. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 6: STOCKHOLDERS’ EQUITY The Company’s authorized capital stock consists of 360,000,000 0.0001 350,000,000 10,000,000 The holders of the Company’s common stock (i) have equal ratable rights to dividends from funds legally available, therefore, when, as and if declared by the Company’s board of directors; (ii) are entitled to share in all the Company’s assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of the Company’s affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 7: SHARE-BASED COMPENSATION Upon consummation of the Merger, the Company has two stock option plans in existence. The Monster Digital, Inc. 2012 Omnibus Incentive Plan (“Omnibus Plan”) and the Innovate 2015 Stock Incentive Plan (“Private Innovate Plan”). As of March 31, 2018, there were 1,683 4,505 45.00 As of March 31, 2018, there were 6,547,288 990,033 The terms of the agreements are determined by the Company’s board of directors. The Company’s awards vest based on the terms in the agreements with some awards vesting immediately and others vesting typically over a period of three to four years with options typically having a term of ten years. The Company utilizes the Black-Scholes option pricing model to value awards under the option plans. Key valuation assumptions include: ⋅ Expected dividend yield. ⋅ Expected stock-price volatility. ⋅ Risk-free interest rate. ⋅ Expected term. Three Months Ended March 31 2018 2017 Expected dividend yield 0 % 0 % Expected stock-price volatility 68% 72 % 69% 76 % Risk-free interest rate 2.7% 2.9 % 2.0% 2.4 % Term of options 9.0 9.5 5.0 10.0 Number of Weighted-Average Aggregate Weighted-Average Outstanding at December 31, 2017 6,843,296 $ 1.56 $ 6,617,433 9.04 Options granted - - - - Options forfeited (296,008) 2.08 - - Options exercised - - - - Outstanding at March 31, 2018 6,547,288 1.54 169,191,419 8.50 Exercisable at March 31, 2018 5,378,026 1.45 139,456,508 8.39 Vested and expected to vest at March 31, 2018 6,471,694 $ 1.53 $ 167,278,498 8.49 The weighted average grant date fair value of options granted was $ 1.60 The Company recognized non-cash share-based compensation expense for services of approximately $ 2.6 1.4 5.8 946,000 10.2 2.9 The Innovate Plan provides for accelerated vesting under certain change-of-control transactions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 8: COMMITMENTS AND CONTINGENCIES Employment Agreements Prior to March 11, 2018, the Company was party to employment agreements with certain executives of the Company. Under the terms of these agreements, the Company agreed to pay the executives certain payments upon the achievement of financial milestone events. These milestone events were based on total debt or equity funding received by the Company. During the three months ended March 31, 2017, the initial funding milestone was reached and the executives in the aggregate were paid $ 145,000 1.1 On March 11, 2018, the Company entered into amended and restated executive employment agreements with the executives and new executive employment agreements with certain new executives (the “Executive Agreements”). The Executive Agreements provide an annual base salary and the opportunity to participate in the Company’s equity compensation, employee benefit and bonus plans once they are established and approved by the Company’s board of directors. The Executive Agreements contain severance provisions if the executives are terminated under certain conditions that would provide the executive with 12 months of their base salary and up to 12 months of continuation of health insurance benefits. Office Lease In October 2017, the Company entered into a three-year lease for office space that expires on September 30, 2020 60,000 5,000 5,000 Legal The Company is not currently involved in any legal matters arising in the normal course of business. From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict; therefore, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 9: SUBSEQUENT EVENTS The Company has evaluated subsequent events through May 15, 2018, the date these financial statements were available for issuance, and has determined that there were no events which have occurred that would require adjustment to or disclosure in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | The unaudited condensed interim financial statements as of and for the three months ended March 31, 2018, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary for a fair statement of the balance sheets, operating results, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Operating results for the three months ended March 31, 2018, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018. Certain information and footnote disclosure normally included in the annual financial statements prepared in accordance with GAAP have been omitted in accordance with the SEC’s rules and regulations for interim reporting. The Company’s financial position, results of operations and cash flows are presented in U.S. Dollars. Upon the closing of the Merger, the outstanding shares of Private Innovate were exchanged for shares of common stock of Monster at an exchange ratio of one share of Private Innovate common stock to 0.37686604 The Merger has been accounted for as a reverse recapitalization. Prior to the Merger, Monster spun-out all of its pre-merger business assets and liabilities before it acquired Private Innovate. The owners and management of Private Innovate have actual or effective voting and operating control of the combined company. In the Merger transaction, Monster is the accounting acquiree and Private Innovate is the accounting acquirer. A reverse recapitalization is equivalent to the issuance of stock by the private operating company for the net monetary assets of the accounting acquiree accompanied by a recapitalization with accounting similar to that resulting from a reverse acquisition, except that no goodwill or intangible assets are recorded. Immediately prior to the effective time of the Merger, Monster effected a reverse stock split at a ratio of one new share for every ten shares 1,864,808 1.0 The accompanying unaudited financial statements and related notes reflect the historical results of Private Innovate prior to the Merger and of the combined company following the Merger, and do not include the historical results of Monster prior to the completion of the Merger. These financial statements and related notes should be read in conjunction with the audited financial statements of Private Innovate for the years ended December 31, 2017 and 2016, included in the Company’s Form 8-K/A filed with the SEC on April 18, 2018, and Monster’s audited consolidated financial statements and related notes thereto for the years ended December 31, 2017 and 2016, included in our Annual Report on Form 10-K for the year ended December 31, 2017, There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2018 and 2017, as compared to the significant accounting policies disclosed in Note 1 of the financial statements of Private Innovate for the years ended December 31, 2017 and 2016. However, the following accounting policies are the most critical in fully understanding the Company’s financial condition and results of operations. |
Business Risks [Policy Text Block] | Business Risks The Company faces risks associated with biopharmaceutical companies whose products are in the early stage of development. These risks include, among others, the Company’s need for additional financing to achieve key development milestones, the need to defend intellectual property rights, and the dependence on key members of management. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes to the financial statements. Areas of the financial statements where estimates may have the most significant effect include accrued expenses, share-based compensation, deferred compensation, valuation allowance for income tax assets and management’s assessment of the Company’s ability to continue as a going concern. Changes in the facts or circumstances underlying these estimates could result in material changes and actual results could differ from these estimates. |
Accrued Expenses [Policy Text Block] | Accrued Expenses The Company incurs periodic expenses such as research and development, salaries, and professional fees. An adjusting entry to accrue expenses is necessary when expenses have been incurred by the Company prior to them being invoiced. When a vendor’s invoice is not received, the Company is required to estimate its accrued expenses. This process involves reviewing quotations and contracts, identifying services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The majority of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. The Company estimates accrued expenses as of each balance sheet date based on facts and circumstances known at that time. March 31, December 31, 2018 2017 Compensation and benefits $ - $ 1,065,225 Other 5,928 115,000 Total $ 5,928 $ 1,180,225 |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development expenses consist of costs incurred to further the Company’s research and development activities and include salaries and related employee benefits, manufacturing of pharmaceutical active ingredients and drug products, costs associated with clinical trials, nonclinical activities, regulatory activities, research-related overhead expenses and fees paid to expert consultants, external service providers and contract research organizations which conduct certain research and development activities on behalf of the Company. Costs incurred in the research and development of products are charged to research and development expense as incurred. Costs for preclinical studies and clinical trial activities are recognized based on an evaluation of vendors’ progress towards completion of specific tasks, using data such as patient enrollment, clinical site activations or information provided by vendors regarding their actual costs incurred. Payments for these activities are based on the terms of individual contracts and payment timing may differ significantly from the period in which the services were performed. The Company determines accrual estimates through reports from and discussions with applicable personnel and outside service providers as to the progress or state of completion of trials, or the services completed. The estimates of accrued expenses as of each balance sheet date are based on the facts and circumstances known at the time. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Compensation The Company measures compensation cost for share-based payment awards granted to employees and non-employee directors at fair value using the Black-Scholes-Merton option-pricing model. Compensation expense is recognized on a straight-line basis over the service period for awards expected to vest. Share-based compensation cost related to share-based payment awards granted to non-employees is adjusted each reporting period for changes in the fair value of the Company’s stock until the measurement date. The measurement date is generally considered to be the date when all services have been rendered or the date that options are fully vested. |
Patent Costs [Policy Text Block] | Patent Costs Costs associated with the submission of patent applications are expensed as incurred given the uncertainty of the future economic benefits of the patents. Patent and patent related legal and administrative costs included in general and administrative expenses were approximately $ 130,000 143,000 |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Share The Company calculates net loss per share as a measurement of the Company’s performance while giving effect to all dilutive potential common shares that were outstanding during the reporting period. As the Company had a net loss for all periods presented, the inclusion of common stock options or other similar instruments would be anti-dilutive. Therefore, the weighted average shares used to calculate both basic and diluted earnings per share are the same. For the three months ended March 31, 2018 and 2017, 8.6 6.5 |
Segment Reporting, Policy [Policy Text Block] | Segments Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s operations are in North America. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”). The provisions of ASU 2016-02 set out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for in a similar manner as under existing guidance for operating leases. ASU 2016-02 supersedes the previous lease standard, Topic 840, Leases In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consisted of the following: March 31, December 31, 2018 2017 Compensation and benefits $ - $ 1,065,225 Other 5,928 115,000 Total $ 5,928 $ 1,180,225 |
NOTE PAYABLE (Tables)
NOTE PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Debt [Table Text Block] | The Note payable consists of the following: March 31, Note payable $ 4,800,000 Less debt discount (1,392,134) Total $ 3,407,866 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The material factors incorporated in the Black-Scholes model in estimating the fair value of the options granted or re-measured for the periods presented were as follows: Three Months Ended March 31 2018 2017 Expected dividend yield 0 % 0 % Expected stock-price volatility 68% 72 % 69% 76 % Risk-free interest rate 2.7% 2.9 % 2.0% 2.4 % Term of options 9.0 9.5 5.0 10.0 |
Share-based Compensation, Activity [Table Text Block] | The following table summarizes stock option activity under the Innovate Plan: Number of Weighted-Average Aggregate Weighted-Average Outstanding at December 31, 2017 6,843,296 $ 1.56 $ 6,617,433 9.04 Options granted - - - - Options forfeited (296,008) 2.08 - - Options exercised - - - - Outstanding at March 31, 2018 6,547,288 1.54 169,191,419 8.50 Exercisable at March 31, 2018 5,378,026 1.45 139,456,508 8.39 Vested and expected to vest at March 31, 2018 6,471,694 $ 1.53 $ 167,278,498 8.49 |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Compensation and benefits | $ 0 | $ 1,065,225 |
Other | 5,928 | 115,000 |
Total | $ 5,928 | $ 1,180,225 |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | Jan. 29, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Mar. 31, 2017USD ($)shares |
Significant Accounting Policies Disclosure [Line Items] | |||
Stockholders' Equity, Reverse Stock Split | one new share for every ten shares | ||
Exchange Ratio in Connection with Merger | 0.37686604 | ||
General and Administrative Expense | $ 6,166,613 | $ 2,580,726 | |
Pantent Costs [Member] | |||
Significant Accounting Policies Disclosure [Line Items] | |||
General and Administrative Expense | $ 130,000 | $ 143,000 | |
Monster Digital, Inc [Member] | |||
Significant Accounting Policies Disclosure [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 1,000,000 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 1,864,808 | ||
Employee Stock Option [Member] | |||
Significant Accounting Policies Disclosure [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 8,600,000 | 6,500,000 |
MERGER AND FINANCING (Details T
MERGER AND FINANCING (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Proceeds from Issuance of Common Stock | $ 18,132,661 | $ 0 |
Net Proceeds from Issuance of Common Stock After Deducting Stock Issuance Costs | 16,500,000 | |
Payments of Stock Issuance Costs | $ 1,495,284 | $ 0 |
Number of Warrants Issued | 1,400,000 | |
Warrant Term | 5 years | |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Fair Value Assumptions, Expected Volatility Rate | 84.80% | |
Fair Value Assumptions, Risk Free Interest Rate | 2.50% | |
Adjustments to Additional Paid in Capital, Warrant Issued | $ 1,995,000 | |
Adjustments to Additional Paid in Capital, Warrant Issued to Placement Agents | 913,000 | |
Accured Interest [Member] | ||
Debt Conversion, Original Debt, Amount | 582,000 | |
convertible promissory notes [Member] | ||
Debt Conversion, Original Debt, Amount | $ 8,600,000 | |
Debt Instrument, Convertible, Conversion Price | $ 0.72 | |
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3,100,000 | |
Debt Instrument, Convertible, Conversion Discount Percentage | 25.00% | |
Placement Agent [Member] | ||
Warrant Term | 5 years | |
Number of Warrants Issued to Placement Agents | 349,555 | |
Affiliates [Member] | ||
Warrant Term | 5 years | |
Number of Warrants Issued to Affiliates | 279,862 | |
Warrant [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.18 | |
Warrant [Member] | Placement Agent [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 2.54 | |
Warrant [Member] | Affiliates [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.18 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Note payable | $ 4,800,000 | |
Less debt discount | (1,392,134) | |
Total | $ 3,407,866 | $ 0 |
NOTE PAYABLE (Details Textual)
NOTE PAYABLE (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Notes Payable Gross | $ 4,800,000 | |
Debt Instrument, Unamortized Discount | 1,800,000 | |
Payments of Financing Costs | 20,000 | |
Proceeds from Notes Payable | $ 3,000,000 | $ 0 |
Debt Instrument, Maturity Date | Sep. 30, 2018 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.50% | |
Debt Instrument, Date of First Required Payment | Mar. 30, 2018 | |
Debt Instrument, Payment Terms | Upon the Maturity Date of the Note, the Company is required to pay the lender an amount representing 105% of all outstanding Principal, accrued and unpaid interest, and any unpaid late charges, if applicable. |
LICENSE AGREEMENTS (Details Tex
LICENSE AGREEMENTS (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2013 | |
Milestone Fee Free Sales Target Value | $ 1,500,000,000 | |
Alba Agreement [Member] | ||
License Fees | 500,000 | |
Milestone Payment | 1,500,000 | |
License and Services Revenue | 150,000,000 | |
Sales Range Minimum | 100,000,000 | |
Sales Range Maximum | 1,500,000,000 | |
License Costs | $ 2,500,000 | |
Seachaid Agreement [Member] | ||
License Fees | $ 200,000 | |
Milestone Payment | 6,000,000 | |
Sales Range Minimum | 1,000,000 | |
Sales Range Maximum | $ 2,500,000 |
STOCKHOLDERS_ EQUITY (Details T
STOCKHOLDERS’ EQUITY (Details Textual) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||
Capital Stock Authorized | 360,000,000 | ||
Common Stock, Par or Stated Value Per Share | [1] | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | [1] | 350,000,000 | 250,000,000 |
Preferred Stock, Shares Authorized | 10,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||
[1] | Common shares adjusted for the exchange ratio from the reverse recapitalization |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Risk-free interest rate | 2.70% | 2.00% |
Term of options | 9 years | 5 years |
Expected stock-price volatility | 68.00% | 69.00% |
Maximum [Member] | ||
Risk-free interest rate | 2.90% | 2.40% |
Term of options | 9 years 6 months | 10 years |
Expected stock-price volatility | 72.00% | 76.00% |
SHARE-BASED COMPENSATION (Det28
SHARE-BASED COMPENSATION (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Number of Shares, Options outstanding Beginning | 6,843,296 | |
Number of Shares, Options granted | 0 | |
Number of Shares, Options forfeited | (296,008) | |
Number of Shares, Options exercised | 0 | |
Number of Shares, Options outstanding Ending | 6,547,288 | 6,843,296 |
Number of Shares, Exercisable | 5,378,026 | |
Number of Shares, Vested and expected to vest | 6,471,694 | |
Weighted-Average Exercise Price, Outstanding Beginning | $ 1.56 | |
Weighted-Average Exercise Price, Options granted | 0 | |
Weighted-Average Exercise Price, Options forfeited | 2.08 | |
Weighted-Average Exercise Price, Outstanding Ending | 1.54 | $ 1.56 |
Weighted-Average Exercise Price, Exercisable | 1.45 | |
Weighted-Average Exercise Price, Vested and expected to vest | $ 1.53 | |
Aggregate Intrinsic Value, Outstanding Beginning | $ 6,617,433 | |
Aggregate Intrinsic Value, Outstanding Ending | 169,191,419 | $ 6,617,433 |
Aggregate Intrinsic Value, Exercisable | 139,456,508 | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 167,278,498 | |
Weighted-Average Remaining Contractual Life, Outstanding (in years) | 8 years 6 months | 9 years 14 days |
Weighted-Average Remaining Contractual Life, Exercisable (in years) | 8 years 4 months 20 days | |
Weighted-Average Remaining Contractual Life, Vested and expected to vest (in years) | 8 years 5 months 26 days |
SHARE-BASED COMPENSATION (Det29
SHARE-BASED COMPENSATION (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 6,547,288 | 6,843,296 | |
Weighted-Average Exercise Price, Options granted | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 1.60 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 10.2 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 10 months 24 days | ||
General and Administrative Expense [Member] | |||
Allocated Share-based Compensation Expense | $ 2.6 | $ 1.4 | |
Research and Development Expense [Member] | |||
Allocated Share-based Compensation Expense | $ 5.8 | $ 946,000 | |
Omnibus Incentive Plan 2012 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,683 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 4,505 | ||
Weighted-Average Exercise Price, Options granted | $ 45 | ||
Private Innovate 2015 Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 6,547,288 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 990,033 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2018 | Oct. 31, 2017 | Mar. 31, 2018 | |
Commitments And Contingencies [Line Items] | |||
Operating Lease, Monthly Rental Payments | $ 5,000 | ||
Payments to Executives | $ 1,100,000 | $ 145,000 | |
Operating Lease Annual Rental Payments | 60,000 | ||
Security Deposit | $ 5,000 | ||
Lease Expiration Date | Sep. 30, 2020 |