Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 08, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ECOR | |
Entity Registrant Name | electroCore, Inc. | |
Entity Central Index Key | 0001560258 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,454,457 | |
Entity File Number | 001-38538 | |
Entity Tax Identification Number | 20-3454976 | |
Entity Address, Address Line One | 150 Allen Road | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | Basking Ridge | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07920 | |
City Area Code | 973 | |
Local Phone Number | 290-0097 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 3,832,454 | $ 13,563,791 |
Marketable securities | 22,135,211 | 10,495,350 |
Accounts receivable, net | 175,954 | 496,140 |
Inventories, net | 793,216 | 890,992 |
Prepaid expenses and other current assets | 1,663,699 | 1,087,111 |
Total current assets | 28,600,534 | 26,533,384 |
Inventories, non-current | 6,133,878 | 6,020,180 |
Property and equipment, net | 267,549 | 345,236 |
Operating lease right of use assets | 1,153,939 | 1,430,641 |
Other assets | 919,421 | 1,132,238 |
Total assets | 37,075,321 | 35,461,679 |
Current liabilities: | ||
Accounts payable | 2,028,439 | 5,208,979 |
Accrued expenses and other current liabilities | 2,535,941 | 3,337,379 |
Notes payable | 732,305 | 111,878 |
Current portion of operating lease liabilities | 514,934 | 486,445 |
Total current liabilities | 5,811,619 | 9,144,681 |
Noncurrent liabilities: | ||
Operating lease liabilities | 1,036,117 | 1,419,880 |
Notes payable, non-current | 1,331,559 | |
Total liabilities | 8,179,295 | 10,564,561 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred Stock, par value $0.001 per share; 10,000,000 shares authorized at September 30, 2020 and December 31, 2019; 0 shares issued and outstanding at September 30, 2020 and December 31, 2019 | ||
Common Stock, par value $0.001 per share; 500,000,000 shares authorized at September 30, 2020 and December 31, 2019; 45,199,088 shares issued and outstanding at September 30, 2020 and 29,835,183 shares issued and outstanding at December 31, 2019 | 45,199 | 29,835 |
Additional paid-in capital | 129,071,951 | 107,752,066 |
Accumulated deficit | (100,666,379) | (83,479,098) |
Accumulated other comprehensive loss | (190,355) | (41,295) |
Total electroCore, Inc. stockholders' equity | 28,260,416 | 24,261,508 |
Noncontrolling interest | 635,610 | 635,610 |
Total equity | 28,896,026 | 24,897,118 |
Total liabilities and equity | $ 37,075,321 | $ 35,461,679 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 45,199,088 | 29,835,183 |
Common stock, shares outstanding | 45,199,088 | 29,835,183 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,080,841 | $ 682,993 | $ 2,567,567 | $ 1,715,337 |
Cost of goods sold | 347,504 | 353,939 | 918,605 | 766,173 |
Gross profit | 733,337 | 329,054 | 1,648,962 | 949,164 |
Operating expenses: | ||||
Research and development | 629,002 | 2,274,855 | 3,182,646 | 8,279,432 |
Selling, general and administrative | 4,592,936 | 8,143,356 | 16,426,991 | 28,155,604 |
Restructuring and other related charges | 804,643 | 464,606 | 1,997,292 | |
Total operating expenses | 5,221,938 | 11,222,854 | 20,074,243 | 38,432,328 |
Loss from operations | (4,488,601) | (10,893,800) | (18,425,281) | (37,483,164) |
Other (income)/expense | ||||
Interest and other income | (5,719) | (206,057) | (80,460) | (850,062) |
Other expense | 3,522 | 13,350 | 16,692 | |
Total other (income)/expense | (2,197) | (206,057) | (67,110) | (833,370) |
Loss before income taxes | (4,486,404) | (10,687,743) | (18,358,171) | (36,649,794) |
Benefit from income taxes (see Note 14) | 1,170,890 | |||
Net loss | $ (4,486,404) | $ (10,687,743) | $ (17,187,281) | $ (36,649,794) |
Net loss per share of common stock - Basic and Diluted (see Note 13) | $ (0.10) | $ (0.36) | $ (0.47) | $ (1.25) |
Weighted average common shares outstanding - Basic and Diluted (see Note 13) | 44,030,685 | 29,352,026 | 36,847,548 | 29,339,384 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (4,486,404) | $ (10,687,743) | $ (17,187,281) | $ (36,649,794) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment | (81,602) | 17,674 | (145,617) | 5,935 |
Unrealized (loss)/gain on securities, net of taxes as applicable | (2,210) | (10,781) | (3,443) | 45,628 |
Other comprehensive (loss) income | (83,812) | 6,893 | (149,060) | 51,563 |
Comprehensive loss | $ (4,570,216) | $ (10,680,850) | $ (17,336,341) | $ (36,598,231) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Total | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income | Total electroCore, Inc. stockholders' equity | Noncontrolling interest | |
Balances, beginning of period at Dec. 31, 2018 | $ 66,185,701 | $ 29,450 | $ 103,791,013 | $ (38,331,215) | $ 60,843 | $ 65,550,091 | $ 635,610 | |
Balances, beginning of period, shares at Dec. 31, 2018 | 29,450,035 | |||||||
Net loss | (13,861,530) | (13,861,530) | (13,861,530) | |||||
Other comprehensive income | 83,713 | 83,713 | 83,713 | |||||
Issuance of warrants in settlement of lawsuit | 16,692 | 16,692 | 16,692 | |||||
Issuance of stock related to employee compensation plans, net of forfeitures | $ 183 | (183) | ||||||
Issuance of stock related to employee compensation plans, net of forfeitures, shares | 183,205 | |||||||
Stock based compensation | 744,032 | 744,032 | 744,032 | |||||
Balances, end of period at Mar. 31, 2019 | 53,168,608 | $ 29,633 | 104,551,554 | (52,192,745) | 144,556 | 52,532,998 | 635,610 | |
Balances, end of period, shares at Mar. 31, 2019 | 29,633,240 | |||||||
Net loss | (12,100,520) | (12,100,520) | (12,100,520) | |||||
Other comprehensive income | (39,098) | (39,098) | (39,098) | |||||
Stock based compensation | 726,799 | (52) | 726,851 | 726,799 | ||||
Balances, end of period at Jun. 30, 2019 | 41,755,789 | $ 29,581 | 105,278,405 | (64,293,265) | 105,458 | 41,120,179 | 635,610 | |
Balances, end of period, shares at Jun. 30, 2019 | 29,581,691 | |||||||
Net loss | (10,687,743) | (10,687,743) | (10,687,743) | |||||
Other comprehensive income | 6,893 | 6,893 | 6,893 | |||||
Issuance of stock related to employee compensation plans, net of forfeitures | $ 28 | (28) | ||||||
Issuance of stock related to employee compensation plans, net of forfeitures, shares | 28,202 | |||||||
Stock based compensation | 1,219,575 | 1,219,575 | 1,219,575 | |||||
Stock based compensation, Shares | (51,549) | |||||||
Stock cancellations | $ (141) | 141 | ||||||
Stock cancellations, shares | (140,927) | |||||||
Balances, end of period at Sep. 30, 2019 | 32,294,514 | $ 29,468 | 106,498,093 | (74,981,008) | 112,351 | 31,658,904 | 635,610 | |
Balances, end of period, shares at Sep. 30, 2019 | 29,468,966 | |||||||
Balances, beginning of period at Dec. 31, 2019 | 24,897,118 | $ 29,835 | 107,752,066 | (83,479,098) | (41,295) | 24,261,508 | 635,610 | |
Balances, beginning of period, shares at Dec. 31, 2019 | 29,835,183 | |||||||
Net loss | (7,959,349) | (7,959,349) | (7,959,349) | |||||
Other comprehensive income | 51,148 | 51,148 | 51,148 | |||||
Equity financing commitment fee | [1] | $ 462 | (462) | |||||
Equity financing commitment fee, shares | [1] | 461,676 | ||||||
Issuance of stock related to employee compensation plans, net of forfeitures | $ 125 | (125) | ||||||
Issuance of stock related to employee compensation plans, net of forfeitures, shares | 124,568 | |||||||
Stock based compensation | 744,865 | 744,865 | 744,865 | |||||
Balances, end of period at Mar. 31, 2020 | 17,733,782 | $ 30,422 | 108,496,344 | (91,438,447) | 9,853 | 17,098,172 | 635,610 | |
Balances, end of period, shares at Mar. 31, 2020 | 30,421,427 | |||||||
Net loss | (4,741,528) | (4,741,528) | (4,741,528) | |||||
Other comprehensive income | (116,396) | (116,396) | (116,396) | |||||
Issuance of stock | 7,831,535 | $ 8,028 | 7,823,507 | 7,831,535 | ||||
Issuance of stock, shares | 8,028,372 | |||||||
Equity financing commitment fee | [1] | $ 181 | (181) | |||||
Equity financing commitment fee, shares | [1] | 181,273 | ||||||
Financing fees | (167,299) | (167,299) | (167,299) | |||||
Issuance of stock related to employee compensation plans, net of forfeitures | $ 184 | (184) | ||||||
Issuance of stock related to employee compensation plans, net of forfeitures, shares | 184,073 | |||||||
Stock based compensation | 1,002,758 | 1,002,758 | 1,002,758 | |||||
Balances, end of period at Jun. 30, 2020 | 21,542,852 | $ 38,815 | 117,154,945 | (96,179,975) | (106,543) | 20,907,242 | 635,610 | |
Balances, end of period, shares at Jun. 30, 2020 | 38,815,145 | |||||||
Net loss | (4,486,404) | (4,486,404) | (4,486,404) | |||||
Other comprehensive income | (83,812) | (83,812) | (83,812) | |||||
Issuance of stock | 11,203,661 | $ 6,080 | 11,197,581 | 11,203,661 | ||||
Issuance of stock, shares | 6,079,676 | |||||||
Equity financing commitment fee | [1] | $ 49 | (49) | |||||
Equity financing commitment fee, shares | [1] | 49,565 | ||||||
Financing fees | (23,199) | (23,199) | (23,199) | |||||
Issuance of stock related to employee compensation plans, net of forfeitures | $ 255 | (255) | ||||||
Issuance of stock related to employee compensation plans, net of forfeitures, shares | 254,702 | |||||||
Stock based compensation | 742,928 | 742,928 | 742,928 | |||||
Balances, end of period at Sep. 30, 2020 | $ 28,896,026 | $ 45,199 | $ 129,071,951 | $ (100,666,379) | $ (190,355) | $ 28,260,416 | $ 635,610 | |
Balances, end of period, shares at Sep. 30, 2020 | 45,199,088 | |||||||
[1] | Reflects commitment shares issued in accordance with the Company's equity facility purchase agreement with Lincoln Park Capital. For additional information see Note 12. Lincoln Park Stock Purchase Agreement. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (17,187,281) | $ (36,649,794) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 2,490,551 | 2,690,406 |
Depreciation and amortization | 288,589 | 152,255 |
Amortization of marketable securities discount | 23,422 | (480,840) |
Cloud computing arrangement implementation costs | (1,114,568) | |
Legal expense settled with stock | 156,434 | |
Net noncash lease expense | (82,204) | 411,142 |
Noncash portion of litigation settlement | 16,692 | |
Other | 14,893 | (157,759) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 320,186 | (485,778) |
Inventories | (15,922) | (3,171,868) |
Prepaid expenses and other current assets | (586,588) | 274,199 |
Accounts payable | (1,631,839) | 3,219,105 |
Accrued expenses and other current liabilities | (801,439) | (656,734) |
Net cash used in operating activities | (17,011,198) | (35,953,542) |
Cash flows from investing activities: | ||
Purchase of marketable securities | (22,166,376) | (35,216,037) |
Proceeds from maturities of marketable securities | 10,500,000 | 69,766,000 |
Purchases of property and equipment | (72,241) | |
Net cash (used in) provided by investing activities | (11,666,376) | 34,477,722 |
Cash flows from financing activities: | ||
Proceeds from shares issued, net of related expenses | 17,139,563 | |
Proceeds from notes issued | 2,558,360 | 807,347 |
Repayments of notes issued | (606,374) | (346,006) |
Net cash provided by financing activities | 19,091,549 | 461,341 |
Effect of changes in exchange rates on cash and cash equivalents | (145,312) | (37,299) |
Net decrease in cash and cash equivalents | (9,731,337) | (1,051,778) |
Cash and cash equivalents – beginning of period | 13,563,791 | 7,600,284 |
Cash and cash equivalents – end of period | 3,832,454 | 6,548,506 |
Supplemental cash flows disclosures: | ||
Proceeds from sale of state net operating losses | 1,170,890 | |
Interest paid | 9,366 | 3,457 |
Income taxes paid | 3,254 | |
Supplemental schedule of noncash activity: | ||
Prepaid lease payments included in right of use assets | 42,857 | |
Accounts payable paid through issuance of common stock | 1,548,702 | |
Insurance premium financing | $ 654,563 | $ 461,341 |
The Company
The Company | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
The Company | Note 1. The Company electroCore, Inc. (“electroCore” or the “Company”) is a medical device company, engaged in the commercialization and development of a platform non-invasive Vagus Nerve Stimulation (“ nVNS”) therapy that can be self-administered by patients. electroCore was founded in 2005 and has primarily focused on headache conditions (migraine and cluster headache). In July 2020, the U.S. Food and Drug Administration (“FDA”) granted the Company an Emergency Use Authorization (EUA) authorizing the use of the Company’s gammaCore Sapphire™ CV nVNS therapy at home or in a healthcare setting to acutely treat adult patients with known or suspected COVID-19 who are experiencing exacerbation of asthma-related dyspnea and reduced airflow, and for whom approved drug therapies are not tolerated or provide insufficient symptom relief. electroCore, headquartered in New Jersey, has two wholly owned subsidiaries: electroCore Germany GmbH, and electroCore UK Ltd. The Company has ceased its operations in Germany, although sales to Germany are still supported by electroCore UK Ltd. In addition, an affiliate, electroCore (Aust) Pty Limited (“electroCore Australia”), is subject to electroCore’s control on a basis other than voting interests and is a variable interest entity (“VIE”), for which electroCore is the primary beneficiary. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 . Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying condensed consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and with instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30 2020 are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period. (b) Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of electroCore and its wholly owned subsidiaries. electroCore Australia, a VIE for which electroCore is the primary beneficiary, is also consolidated with the non-controlled equity presented as a non-controlling interest. All intercompany balances and transactions have been eliminated in consolidation. (c) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include allowances for doubtful accounts, trade credits, rebates, co-payment assistance and sales returns, valuation of inventory , stock compensation, and contingencies. (d) Credit Losses on Financial Instruments In June 2016, the Financial Accounting Standard Board ("FASB") issued guidance on the measurement of credit losses which requires measurement and recognition of expected credit losses for financial assets, including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The method to determine a loss is different from the existing guidance, which requires a credit loss to be recognized when it is probable. The Company adopted this guidance and determined the impact was immaterial on the consolidated to the financial statements. (e) Fair Value Measurement In August 2018, the FASB issued guidance which modified the disclosure requirements for fair value measurements. The guidance is effective for the year ended December 31, 2020. The Company adopted this guidance and it was properly reflected in the condensed consolidated financial statements. There were no material changes to the prior disclosure. (f) Recent Accounting Standards Not Yet Adopted In December 2019, the FASB issued an update to simplify the accounting for income taxes and improve consistent application by clarifying or amending existing guidance. This guidance is effective for the year ended December 31, 2021. The Company does not expect this guidance to have a material impact on its consolidated financial statements upon adoption. |
Risks and Uncertainties
Risks and Uncertainties | 9 Months Ended |
Sep. 30, 2020 | |
Risks And Uncertainties [Abstract] | |
Risks and Uncertainties | Note 3. Risks and Uncertainties Going Concern The Company is subject to risks common to emerging medical device companies, including uncertainties related to commercialization of products and failing to secure additional funding. The Company has experienced significant net losses, and it expects to continue to incur losses for the near future as it operates its sales and marketing infrastructure, and works to increase market acceptance of its gammaCore therapy for the acute treatment of episodic cluster headache (“eCH”), the prevention of cluster headache, and the preventive and acute treatment of migraine. The Company has never been profitable and has incurred net losses in each year since its inception. The Company incurred net losses of $4.5 million and $17.2 million for the three and , respectively. On March 27, 2020, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into an equity facility purchase agreement pursuant to which the Company has the right to sell to Lincoln Park shares of common stock having an aggregate value of up to $ 25.0 During the nine months ended September 30, 2020, the Company received net proceeds of approximately $ 17.1 On May 14, 2020, the Company entered into a Securities Purchase Agreement with its legal counsel pursuant to which it issued 1,564,345, shares of common stock, at a purchase price of $0.99 per share. Upon issuance of the shares, certain of the Company’s outstanding financial obligations to such legal counsel were deemed paid and satisfied in full. In May 2020, the Company received $1.4 million in connection with its Paycheck Protection Program (“PPP”) loan under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). Under the terms of the CARES Act, PPP loan recipients can be granted forgiveness for all or a portion of the loan granted under the PPP, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of certain expenses and loan recipients maintaining their payroll levels over certain required thresholds under the PPP. The terms of any forgiveness also may be subject to further requirements in any regulations and guidelines the Small Business Administration (“SBA”) may adopt. No assurance can be provided that the Company will obtain forgiveness of the PPP Loan in whole or in part. Official guidance and interpretations of the requirements of the program have been limited and have been changing over time. Despite the Company’s good-faith belief that it has properly satisfied all eligibility requirements for the PPP loan, there has been increasing scrutiny of public companies that received loans, and there can be no assurance that the Company will not become subject to regulatory or other scrutiny, including a request or requirement for repayment of some or all of the loan. The Company may be eligible, from time to time, to receive cash from the sale of its Net Operating Losses under the State of New Jersey’s NOL Transfer Program. On May 6, 2020, the Company received a net cash amount of approximately $1.2 million from the sale of its state NOLs and research and development tax credits for the year ended December 31, 2018. The Company’s expected cash requirements for 2020 and beyond are based on the commercial success of its products and its ability to reduce operating expenses. There are significant risks and uncertainties as to its ability to achieve these operating results, including as a result of the adverse impact on its headache business from the COVID-19 pandemic and significant potential investment necessary to generate potential sales of gammaCore Sapphire™ CV. Due to these risks and uncertainties, the Company may need to reduce its activities significantly more than in its current operating plan and cash flow projections assume in order to fund its operations beyond one year of the date these financial statements are issued. There can be no assurance that the Company will have sufficient cash flow and liquidity to fund its planned activities, which could force it to significantly reduce or curtail its activities and, ultimately, potentially cease operations. There is no assurance that the Company will generate sufficient funding through its operating results or financing activity, raising substantial doubt about the Company’s ability to continue as a going concern within one year of the date these financial statements are issued. The accompanying financial statements do not include any adjustment that might result from the outcome of this uncertainty. Concentration of Revenue Risks The Company earns a significant amount of its revenue (i) in the U.S. from the Department of Veterans Affairs and Department of Defense pursuant to its qualifying contract under the Federal Supply Schedule and open market sales to individual Department of Veterans Affairs facilities and (ii) in the United Kingdom from the National Health Service. Net sales from these two channels represented 84.0% 87.2% nine months ended September 30, 2020 , and 63.4% and 47.5% for the and nine months ended September 30, 2019 , respectively. Foreign Currency Exchange The Company has foreign currency exchange risk related to revenue and operating expenses in currencies other than the local currencies in which it operates. The Company is exposed to currency risk from the potential changes in functional currency values of its assets, liabilities, and cash flows denominated in foreign currencies COVID-19 Risks and Uncertainties The Company continues to monitor the impact of the COVID-19 pandemic on all aspects of its business and geographies, including how it will impact business partners. While the Company experienced disruptions during the nine months ended September 30, 2020 from the COVID-19 pandemic, it is unable to predict the full impact that the COVID-19 pandemic may have on its financial condition, results of operations and cash flows due to numerous uncertainties. These uncertainties include the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. In addition, because the COVID-19 pandemic affected, among other things, the Company's access to prescribing physicians and their access to headache patients, on March 23, 2020 the Company suspended its earlier full-year revenue guidance until it could better understand the trajectory of its business, as well as announced a reduction in its activities, and adjusted its cash runway expectations in response to the potential adverse impact caused by the COVID-19 pandemic. Compared to its earlier expectations, the Company believes that its results for the nine months ended September 30, 2020 reflect a negative impact from, among other things, the global pandemic. Moreover, the Company's expectations for the remainder of 2020 have also been adversely affected by both the uncertainty and potential negative impact of the global pandemic, which it believes may also have had an adverse effect on its access to debt and equity capital markets. Depending upon the duration and severity of the pandemic, the continuing effect on the Company's results and outlook over the long term remains uncertain. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | Note 4 . Revenue Recognition Geographical Net Sales The following table presents net sales disaggregated by geographic area: For the three months ended September 30, For 2020 2019 2020 2019 Geographic Market United States $ 800,767 $ 491,722 $ 1,759,477 $ 1,211,318 Europe 278,340 187,639 801,055 494,765 Other 1,734 3,632 7,035 9,254 Total Net Sales $ 1,080,841 $ 682,993 $ 2,567,567 $ 1,715,337 Performance Obligations Revenue, net of discounts, vouchers, rebates, returns, and co-payment assistance is solely generated from the sales of gammaCore products. Revenue is recognized when delivery of the product is completed. The Company deems control to have transferred upon the completion of delivery because that is the point in which (1) it has a present right to payment for the product, (2) it has transferred the physical possession of the product, (3) the customer has a legal title to the product, (4) the customer has risks and rewards of ownership and (5) the customer has accepted the product. After the products have been delivered and control has transferred, the Company has no Revenue is measured based on the consideration that the Company expects to receive in exchange for gammaCore, which represents the transaction price. The transaction price includes the fixed per-unit price of the product and variable consideration in the form of trade credits, rebates, and co-payment assistance. The per-unit price is based on the Company’s established wholesale acquisition cost less a contractually agreed upon discount with the customer. Trade credits are discounts that are contingent upon a timely remittance of payment and are estimated based on historical experience. Generally, agreed upon payment terms with customers are within 30 days of shipment. Accordingly, contracts with customers do not include a significant financing component. Contract Balances The Company generally invoices the customer and recognizes revenue once its performance obligations are satisfied, at which point payment is unconditional. Accordingly, under Accounting Standards Codification ("ASC") 606, the Company’s contracts with customers did not give rise to contract assets or liabilities during the three and and 2019. |
Cash, Cash Equivalents and Mark
Cash, Cash Equivalents and Marketable Securities | 9 Months Ended |
Sep. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Cash, Cash Equivalents and Marketable Securities | Note 5 . Cash, Cash Equivalents and Marketable Securities The following tables summarize the Company’s cash, cash equivalents and marketable securities as of and . As of Amortized Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and cash equivalents $ 3,832,454 $ — $ — $ 3,832,454 U.S. Treasury Bonds $ 22,138,304 $ — $ (3,093 ) $ 22,135,211 Total marketable securities $ 22,138,304 $ — $ (3,093 ) $ 22,135,211 Total cash, cash equivalents, and marketable securities $ 25,970,758 $ — $ (3,093 ) $ 25,967,665 A s of December 31, 2019 Amortized Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and cash equivalents $ 13,564,252 $ — $ (461 ) $ 13,563,791 U.S. Treasury Bonds $ 10,494,539 $ 811 $ — $ 10,495,350 Total marketable securities $ 10,494,539 $ 811 $ — $ 10,495,350 Total cash, cash equivalents, and marketable securities $ 24,058,791 $ 811 $ (461 ) $ 24,059,141 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6 . Fair Value Measurements Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. A summary of the assets and liabilities carried at fair value in accordance with the hierarchy d efined above is as follows: Fair Value Hierarchy September 30, 2020 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 3,832,454 $ 3,832,454 $ — $ — Marketable Securities: U.S. treasury bonds 22,135,211 22,135,211 — — Total $ 25,967,665 $ 25,967,665 $ — $ — Fair Value Hierarchy December 31, 2019 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 13,563,791 $ 13,563,791 $ — $ — Marketable Securities: U.S. treasury bonds 10,495,350 10,495,350 — — Total $ 24,059,141 $ 24,059,141 $ — $ — The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the three and and year ended December 31, 2019. The carrying amount of the Company’s receivables and payables approximate their fair values due to their short maturities. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 7 . Inventories As of and , inventories consisted of the following: September 30, December 31, 2020 2019 Raw materials $ 1,503,808 $ 1,065,345 Work in process 4,656,723 5,314,763 Finished goods 766,563 531,064 Total inventory 6,927,094 6,911,172 Less: noncurrent (6,133,878 ) (6,020,180 ) Total - current $ 793,216 $ 890,992 As of September 30, 2020 and , the Company’s reserves for obsolete inventory totaled $287,544. The Company records charges for obsolete inventory in cost of goods sold. As of September 30, 2020 and December 31, 2019, noncurrent inventory was comprised of approximately $1.8 million and $1.0 million of raw materials, respectively, and $4.3 million and $5.0 million of work in process, respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Note 8. Leases For the three and nine months ended September 30, 2020, the Company recognized lease expense of $149,731 and $422,765, and $186,037 and $599,322 for the three and nine months ended September 30, 2019, respectively. This expense does not include non- lease co The tables below provide the details of the right of use assets and lease liabilities: Supplemental Balance Sheet Information for Operating Leases September 30, 2020 December 31, 2019 Operating leases: Operating lease right of use assets $ 1,153,939 $ 1,430,641 Operating lease liabilities: Current portion of operating lease liabilities 514,934 486,445 Noncurrent operating lease liabilities 1,036,117 1,419,880 Total operating lease liabilities $ 1,551,051 $ 1,906,325 Weighted average remaining lease term (in years) 5.7 5.9 Weighted average discount rate 13.75 % 13.75 % Supplemental Statement of Cash Flows Information for Operating Leases Nine months ended September 30, 2020 2019 Noncash lease expense $ 273,070 $ 232,270 Change in operating lease liabilities $ (355,274 ) $ 178,872 Future minimum lease payments under non-cancellable operating leases as of : Remainder of 2020 $ 127,959 2021 743,818 2022 337,254 2023 142,892 2024 146,044 2025 and thereafter 676,260 Total future minimum lease payments 2,174,227 Less: Amounts representing interest (623,176 ) Total $ 1,551,051 |
Cloud Computing Arrangement
Cloud Computing Arrangement | 9 Months Ended |
Sep. 30, 2020 | |
Cloud Computing Arrangement [Abstract] | |
Cloud Computing Arrangement | Note 9. Cloud Computing Arrangement In 2018, the Company entered into a contract to obtain a cloud computing arrangement (“CCA”). In accordance with Accounting Standards Update 2018-15, the implementation costs incurred in the CCA are deferred and recognized as other assets and are amortized to expense over the noncancelable term of the arrangement. The implementation of this CCA was completed on September 30, 2019. Beginning July 1, 2019, the Company went live with the cloud computing system and all future related costs are expensed as incurred. In July 2019, the Company began amortizing the related deferred costs over the remaining period of the noncancelable arrangement. Amortization costs for the three and nine months ended September 30, 2020 were $70,519 and $211,556, respectively. As of September 30, 2020, and December 31, 2019 the net book value of the CCA was $869,729 and $1,081,284, respectively, and is included under the caption Other assets in the Company’s Condensed Consolidated Balance Sheet. The remaining term of the lease as of September 30, 2020 is approximately 3 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 10 . Accrued Expenses and Other Current Liabilities Accrued expenses as of and consisted of the following: September 30, December 31, 2020 2019 Accrued professional fees $ 411,880 $ 1,255,494 Accrued bonuses 1,105,166 804,082 Other employee related expenses 415,441 836,754 Other 603,454 441,049 $ 2,535,941 $ 3,337,379 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Notes Payable [Abstract] | |
Note Payable | Note 11. Notes Payable Loan Under the PPP On May 4, 2020, the Company received proceeds of $1.4 million in connection with a promissory note (the “Note”) entered into with Citibank, N.A. (the “Lender”) evidencing an unsecured loan (the “Loan”) under the PPP. The PPP is a program of the SBA established under the CARES Act. Under the PPP, the proceeds of the Loan may be used for payroll and certain covered interest payments, lease payments and utility payments (“Qualifying Expenses”). The Company intends to use the entire Loan amount for Qualifying Expenses under the PPP. The interest rate on the Loan is 1.0% per annum. The Note matures on February 2, 2023 Under the terms of the CARES Act, PPP loan recipients can be granted forgiveness for all or a portion of the loan granted under the PPP, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of Qualifying Expenses and the recipient maintaining its payroll levels over certain required thresholds under the PPP. The terms of any forgiveness also may be subject to further requirements in any regulations and guidelines the SBA may adopt. No assurance can be provided that the Company will obtain forgiveness of the Note in whole or in part. Official guidance and interpretations of the requirements of the program have been limited and have been changing over time. Despite the Company’s good-faith belief that it properly satisfied all eligibility requirements for the PPP loan, there has been increasing scrutiny of public companies that received loans, and there can be no assurance that the Company will not become subject to regulatory or other scrutiny, including a request or requirement for repayment of some or all of the loan. The Company has accounted for the Loan in accordance with FASB ASC Topic 470, Debt . Accordingly, the Loan is reflected as a liability on its Condensed Consolidated Balance Sheet as of September 30, 2020. The Company will record a gain if the Loan is forgiven. Finance and Security Agreement On July 1, 2020, the Company entered into a Commercial Insurance Premium Finance and Security Agreement (“the Agreement”). The Agreement provides for a single borrowing by the Company of $1.2 million, with a seven-month term and an annual interest rate of 2.18%. The proceeds from this transaction were used to partially fund the premiums due under some of the Company’s insurance policies. The amounts payable are secured by the Company’s rights under such policies. The Company is required to pay monthly installments of approximately $164,800 beginning in July 2020. As of September 30, 2020, the remaining balance un der the Agreement is $ 654,563 and during the three and nine months ended September 30, 2020, the Company recognized $ in interest expense. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | Note 12. Stockholders’ Equity Lincoln Park Purchase Agreement On March 27, 2020, the Company and Lincoln Park entered into an equity facility purchase agreement pursuant to which the Company has the right to sell to Lincoln Park shares of common stock having an aggregate value of up to $25,000,000, subject to certain limitations and conditions set forth in the purchase agreement. Upon entering into the purchase agreement with Lincoln Park, the Company issued an aggregate of shares of common stock to Lincoln Park as a commitment fee. The fair value of these shares on the date of issuance was approximately $ . In addition, the purchase agreement provides that the Company will issue Lincoln Park an aggregate of additional shares of common stock as a further commitment fee based on the first $ of shares of common stock issued to Lincoln Park under the Purchase Agreement as Purchase Shares (as such term is defined in the purchase agreement with During the nine months ended September 30, 2020, the Company sold 9,979,676 shares of common stock under the LPC Purchase Agreement, resulting in aggregate proceeds of approximately $15.1 million to the Company. In accordance with the LPC Purchase Agreement, the Company issued an additional 692,514 shares of its common stock to Lincoln Park as a commitment fee. As of September 30, 2020, no further commitment fee shares remain issuable under the LPC Purchase Agreement. As of September 30, 2020, the Company had the right to sell under the LPC Purchase Agreement approximately $ million of additional shares of common stock. Other Securities Purchase Agreements On April 14, 2020, the Company entered into a Securities Purchase Agreement (“First SPA”) with certain accredited investors pursuant to which the Company agreed to sell an aggregate of 2,058,822 shares of common stock at a purchase price of $0.85 per share for aggregate proceeds to the Company of approximately $1.75 million. Each of the purchasers was an affiliate and/or existing shareholder of the Company, including some members of the Company’s board of directors. In addition, the purchasers were granted customary registration rights as further described in the First SPA. On May 14, 2020, the Company entered into a Securities Purchase Agreement (“Second SPA”) with its legal counsel pursuant to which the Company agreed to issue 1,564,345 shares of common stock, at a purchase price of $0.99 per share. Upon issuance of the shares, certain outstanding financial obligations of the Company owed to its legal counsel were deemed paid and satisfied in full. In addition, the Company’s legal counsel was granted customary registration rights as further described in the Second SPA. During the nine months ended September 30, 2020, the Company recorded a non-cash charge of $156,434 in connection with this transaction. On May 18, 2020, the Company entered into a third Securities Purchase Agreement (“Third SPA”) with certain accredited investors pursuant to which the Company agreed to sell an aggregate of 505,205 shares of common stock at a purchase price of $0.9178 per share,for aggregate proceeds to the Company of approximately $0.45 million. In addition, the purchasers were granted customary registration rights as further described in the Third SPA. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 13. Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities. Restricted stock and unit awards, and stock options have not been included in the diluted loss per share calculation as their inclusion would have had an anti-dilutive effect. The potential common stock equivalents that have been excluded from the computation of diluted loss per share consist of the following: Nine months ended September 30, 2020 2019 Outstanding stock options 3,693,943 2,355,366 Nonvested restricted stock and unit awards 1,230,651 2,387,106 Stock purchase warrants 715,199 715,199 5,639,793 5,457,671 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes The Company may be eligible, from time to time, to receive cash from the sale of its Net Operating Losses (“NOLs”) under the State of New Jersey’s NOL Transfer Program. On May 6, 2020, the Company received a net cash amount of approximately $1.2 million from the state NOLs and research and development tax credits for the year ended December 31, 2018. These sale proceeds are included under the caption Benefit from income taxes no |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | Note 15 . Stock Based Compensation The following table presents a summary of activity related to stock options during the nine months ended September 30, 2020: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, January 1, 2020 3,131,266 $ 8.53 8.9 * Granted 1,844,298 1.28 * Exercised — — Cancelled (1,281,621 ) 11.79 * Outstanding, September 30, 2020 3,693,943 $ 5.86 8.7 $ 553,826 Exercisable, September 30, 2020 1,076,615 $ 10.97 7.7 $ 34,347 * de minimis The intrinsic value is calculated as the difference between the fair market value at and the exercise price per share of the stock options. The options granted to employees generally vest over a four-year period. The following table presents a summary of activity related to restricted stock awards (“RSAs”) granted during the nine months ended September 30, 2020: Number of Shares Weighted Average Grant Date Fair Value Nonvested January 1, 2020 127,505 $ 8.09 Granted — — Vested (53,662 ) 9.55 Cancelled (19,946 ) 9.52 Nonvested, September 30, 2020 53,897 $ 6.10 In general, RSAs granted to employees vest over a four The following table presents a summary of activity related to restricted and deferred stock units (“Stock Units”) granted during the : Number of Shares Weighted Average Grant Date Fair Value Nonvested, January 1, 2020 1,241,493 $ 2.86 Granted 732,140 0.91 Vested (528,238 ) 2.46 Cancelled (268,641 ) 4.08 Nonvested, September 30, 2020 1,176,754 $ 1.55 In general, Stock Units granted to employees vest over two four In general, annual share based compensation awards granted to the Company's non-executive directors vest over one year three years The Company recognized stock compensation expense for its equity awards as follows: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Selling, general and administrative $ 541,757 $ 904,115 $ 1,789,122 $ 2,030,465 Research and development 179,664 313,533 649,485 658,014 Cost of goods sold 21,507 1,927 51,944 1,927 Total expense $ 742,928 $ 1,219,575 $ 2,490,551 $ 2,690,406 Total unrecognized compensation cost related to unvested awards as of was $5.7 million and is expected to be recognized over the next 2.4 years. Valuation Information for Stock-Based Compensation The fair value of each stock option award during the three and and 2019 was estimated on the date of grant using the Black-Scholes model. Expected volatility was based on historical volatility of the Company’s common stock. The risk-free interest rate was based on the average U.S. Treasury rate that most closely resembled the expected life of the related award. The expected term of the award was calculated using the simplified method. No dividend was assumed as the Company does not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future. The weighted average assumptions used in the Black-Scholes option pricing model in valuing stock options granted in the nine months ended September 30, 2020 are summarized in the table below. No options were granted in the three months ended September 30, 2020. Nine months ended September 30, 2020 Nine months ended September 30, 2019 Fair value at grant date $ 0.98 $ 4.44 Expected volatility 142.1 % 86.7 % Risk-free interest rate 0.7 % 2.3 % Expected holding period, in years 6.1 5.7 Dividend yield — % — % |
Restructuring and Other Related
Restructuring and Other Related Charges | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Other Related Charges | Note 16. Restructuring and Other Related Charges In January 2020, the Company entered into a separation agreement with a former officer. This agreement required an aggregate severance payment of $190,000 over a six-month period. Also, in January 2020, the Company entered into an agreement with a new employee that requires the unconditional payment of $175,000, in lieu of future severance. Payment is to be made in equal monthly installments over a fourteen-month period. Restructuring and other related charges for the three months ended September 30, 2019 of $ 804,643 Restructuring and other related charges for the nine months ended September 30, 2019 The following table provides a summary of the Company’s restructuring and other related charges for the three and nine months ended September 30, 2020 2019 Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Employee separation costs $ — $ 804,643 $ 271,164 $ 1,997,292 Payment in lieu of severance — — 175,000 — Other restructuring costs — — 18,442 — $ — $ 804,643 $ 464,606 $ 1,997,292 As of September 30, 2020 30, 2020 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17. Commitments and Contingencies Stockholders Litigation On July 8, 2019 and August 1, 2019, purported stockholders of the Company served putative class action lawsuits in the Superior Court of New Jersey for Somerset County, captioned Paul Kuehl vs. electroCore, Inc., et al., Docket No. SOM-L 000876-19 and Shirley Stone vs. electroCore, Inc., et al., Docket No. SOM-L 001007-19, respectively. In addition to the Company, the defendants include present and past directors and officers, Evercore Group L.L.C., Cantor Fitzgerald & Co., JMP Securities LLC and BTIG, LLC, the underwriters for its IPO; and two of the Company’s stockholders. On August 15, 2019, the Superior Court entered an order consolidating the Kuehl and Stone actions, which are proceeding under Docket No. SOM-L 000876-19. Each plaintiff was appointed a co-lead plaintiff. The plaintiffs filed a consolidated amended complaint, which sought certification of a class of stockholders who purchased common stock in the IPO or whose purchases are traceable to that offering. The consolidated amended complaint alleged that the defendants violated Sections 11, 12(a)(2) and 15 of the Securities Act with respect to the registration statement and related prospectus for the IPO. The complaint sought unspecified compensatory damages, interest, costs and attorneys’ fees. On October 31, 2019, the Company and the other defendants filed a motion to dismiss the complaint or in the alternative to stay the action in favor of the pending federal action (discussed below). On February 21, 2020 the court granted the defendants’ motion to dismiss the consolidated amended complaint with prejudice. On March 2, 2020 the court entered an amended order dismissing the consolidated amended complaint with prejudice. On March 27, 2020, the plaintiffs filed a notice of appeal with the N.J. Superior Court-Appellate Division. The appeal was fully briefed as of July 17, 2020. The date for argument of the appeal has not yet been set. On September 26, 2019 and October 31, 2019, purported stockholders of the Company served putative class action lawsuits in the United States District Court for the District of New Jersey captioned Allyn Turnofsky vs. electroCore, Inc., et al., Case 3:19-cv-18400, and Priewe vs. electroCore, Inc., et al., Case 1:19-cv-19653, respectively. In addition to the Company, the defendants include present and past directors and officers, and Evercore Group L.L.C., Cantor Fitzgerald & Co., JMP Securities LLC and BTIG, LLC, the underwriters for the IPO. The plaintiffs each seek to represent a class of stockholders who (i) purchased the Company’s common stock in the IPO or whose purchases are traceable to the IPO, or (ii) who purchased common stock between the IPO and September 25, 2019. The complaints each alleged that the defendants violated Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act, with respect to (i) the registration statement and related prospectus for the IPO, and (ii) certain post-IPO disclosures filed with the SEC. The complaints sought unspecified compensatory damages, interest, costs and attorneys’ fees. In the Turnofsky case, on November 25, 2019 several plaintiffs and their counsel moved to be selected as lead plaintiff and lead plaintiff’s counsel. On April 24, 2020, the Court granted the motion of Carole Tibbs and the firm Bragar, Eagel & Squire, P.C. On July 17, 2020 the plaintiffs filed an amended complaint in Turnofsky. In addition to the prior claims, the amended complaint adds an additional director defendant and two investors as defendants and adds a claim against the Company and the underwriters for violating Section 12(a)(2) of the Securities Act. On September 15, 2020, the Company and the other defendants filed a motion to dismiss the amended complaint for failure to state a claim. On November 6, 2020, The Priewe case was voluntarily dismissed on February 19, 2020. The Company intends to continue to vigorously defend itself in these matters. However, in light of, among other things, the preliminary stage of these litigation matters, the Company is unable to determine the reasonable probability of loss or a range of potential loss. Accordingly, the Company has not established an accrual for potential losses, if any, that could result from any unfavorable outcome, and there can be no assurance that these litigation matters will not result in substantial defense costs and/or judgements or settlements that could adversely affect the Company’s financial condition. The Company expenses legal fees associated with these stockholder litigations in the period in which they are incurred. Settlement Agreement In January 2019, the Company settled a dispute with one of its former advisors, Madison Global Partners ("Madison Global"), which had filed a complaint against the Company in the Supreme Court of the State of New York, County of New York (Index No. 652329/2018). As part of that settlement, the Company paid Madison Global $325,000 and issued to Madison Global and its representatives warrants to purchase in the aggregate 62,181 shares of its common stock at prices ranging from $5.68 per share to $12.60 per share. In January 2019, 5,192 ollowing table # Warrants Exercise Price Expiration Dates 8,576 $ 8.86 April 1, 2021 22,253 $ 5.68 March 30, 2022 17,066 $ 12.60 June 30, 2022 14,286 $ 12.60 August 31, 2022 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The accompanying condensed consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and with instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30 2020 are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period. |
Principles of Consolidation | (b) Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of electroCore and its wholly owned subsidiaries. electroCore Australia, a VIE for which electroCore is the primary beneficiary, is also consolidated with the non-controlled equity presented as a non-controlling interest. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | (c) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include allowances for doubtful accounts, trade credits, rebates, co-payment assistance and sales returns, valuation of inventory , stock compensation, and contingencies. |
Credit Losses on Financial Instruments | (d) Credit Losses on Financial Instruments In June 2016, the Financial Accounting Standard Board ("FASB") issued guidance on the measurement of credit losses which requires measurement and recognition of expected credit losses for financial assets, including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The method to determine a loss is different from the existing guidance, which requires a credit loss to be recognized when it is probable. The Company adopted this guidance and determined the impact was immaterial on the consolidated to the financial statements. |
Fair Value Measurement | (e) Fair Value Measurement In August 2018, the FASB issued guidance which modified the disclosure requirements for fair value measurements. The guidance is effective for the year ended December 31, 2020. The Company adopted this guidance and it was properly reflected in the condensed consolidated financial statements. There were no material changes to the prior disclosure. |
Recent Accounting Standards Not Yet Adopted | (f) Recent Accounting Standards Not Yet Adopted In December 2019, the FASB issued an update to simplify the accounting for income taxes and improve consistent application by clarifying or amending existing guidance. This guidance is effective for the year ended December 31, 2021. The Company does not expect this guidance to have a material impact on its consolidated financial statements upon adoption. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of net sales disaggregated by geographic area | For the three months ended September 30, For 2020 2019 2020 2019 Geographic Market United States $ 800,767 $ 491,722 $ 1,759,477 $ 1,211,318 Europe 278,340 187,639 801,055 494,765 Other 1,734 3,632 7,035 9,254 Total Net Sales $ 1,080,841 $ 682,993 $ 2,567,567 $ 1,715,337 |
Cash, Cash Equivalents and Ma_2
Cash, Cash Equivalents and Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of cash, cash equivalents and marketable securities | As of Amortized Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and cash equivalents $ 3,832,454 $ — $ — $ 3,832,454 U.S. Treasury Bonds $ 22,138,304 $ — $ (3,093 ) $ 22,135,211 Total marketable securities $ 22,138,304 $ — $ (3,093 ) $ 22,135,211 Total cash, cash equivalents, and marketable securities $ 25,970,758 $ — $ (3,093 ) $ 25,967,665 A s of December 31, 2019 Amortized Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and cash equivalents $ 13,564,252 $ — $ (461 ) $ 13,563,791 U.S. Treasury Bonds $ 10,494,539 $ 811 $ — $ 10,495,350 Total marketable securities $ 10,494,539 $ 811 $ — $ 10,495,350 Total cash, cash equivalents, and marketable securities $ 24,058,791 $ 811 $ (461 ) $ 24,059,141 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities carried at fair value | Fair Value Hierarchy September 30, 2020 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 3,832,454 $ 3,832,454 $ — $ — Marketable Securities: U.S. treasury bonds 22,135,211 22,135,211 — — Total $ 25,967,665 $ 25,967,665 $ — $ — Fair Value Hierarchy December 31, 2019 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 13,563,791 $ 13,563,791 $ — $ — Marketable Securities: U.S. treasury bonds 10,495,350 10,495,350 — — Total $ 24,059,141 $ 24,059,141 $ — $ — |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories stated at lower of cost or market | September 30, December 31, 2020 2019 Raw materials $ 1,503,808 $ 1,065,345 Work in process 4,656,723 5,314,763 Finished goods 766,563 531,064 Total inventory 6,927,094 6,911,172 Less: noncurrent (6,133,878 ) (6,020,180 ) Total - current $ 793,216 $ 890,992 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of supplemental balance sheet information for operating leases | September 30, 2020 December 31, 2019 Operating leases: Operating lease right of use assets $ 1,153,939 $ 1,430,641 Operating lease liabilities: Current portion of operating lease liabilities 514,934 486,445 Noncurrent operating lease liabilities 1,036,117 1,419,880 Total operating lease liabilities $ 1,551,051 $ 1,906,325 Weighted average remaining lease term (in years) 5.7 5.9 Weighted average discount rate 13.75 % 13.75 % |
Schedule of supplemental statement of cash flows information for operating leases | Nine months ended September 30, 2020 2019 Noncash lease expense $ 273,070 $ 232,270 Change in operating lease liabilities $ (355,274 ) $ 178,872 |
Schedule of future minimum lease payments under non-cancellable operating leases | Remainder of 2020 $ 127,959 2021 743,818 2022 337,254 2023 142,892 2024 146,044 2025 and thereafter 676,260 Total future minimum lease payments 2,174,227 Less: Amounts representing interest (623,176 ) Total $ 1,551,051 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | September 30, December 31, 2020 2019 Accrued professional fees $ 411,880 $ 1,255,494 Accrued bonuses 1,105,166 804,082 Other employee related expenses 415,441 836,754 Other 603,454 441,049 $ 2,535,941 $ 3,337,379 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of common stock equivalents excluded from computation of diluted loss per share | Nine months ended September 30, 2020 2019 Outstanding stock options 3,693,943 2,355,366 Nonvested restricted stock and unit awards 1,230,651 2,387,106 Stock purchase warrants 715,199 715,199 5,639,793 5,457,671 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of activity related to stock options | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, January 1, 2020 3,131,266 $ 8.53 8.9 * Granted 1,844,298 1.28 * Exercised — — Cancelled (1,281,621 ) 11.79 * Outstanding, September 30, 2020 3,693,943 $ 5.86 8.7 $ 553,826 Exercisable, September 30, 2020 1,076,615 $ 10.97 7.7 $ 34,347 * de minimis |
Schedule of activity related to restricted stock awards granted | Number of Shares Weighted Average Grant Date Fair Value Nonvested January 1, 2020 127,505 $ 8.09 Granted — — Vested (53,662 ) 9.55 Cancelled (19,946 ) 9.52 Nonvested, September 30, 2020 53,897 $ 6.10 |
Schedule of activity related to restricted stock and deferred stock units granted | Number of Shares Weighted Average Grant Date Fair Value Nonvested, January 1, 2020 1,241,493 $ 2.86 Granted 732,140 0.91 Vested (528,238 ) 2.46 Cancelled (268,641 ) 4.08 Nonvested, September 30, 2020 1,176,754 $ 1.55 |
Schedule of recognized stock compensation for equity awards | Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Selling, general and administrative $ 541,757 $ 904,115 $ 1,789,122 $ 2,030,465 Research and development 179,664 313,533 649,485 658,014 Cost of goods sold 21,507 1,927 51,944 1,927 Total expense $ 742,928 $ 1,219,575 $ 2,490,551 $ 2,690,406 |
Schedule of weighted average assumptions used in valuing plans | Nine months ended September 30, 2020 Nine months ended September 30, 2019 Fair value at grant date $ 0.98 $ 4.44 Expected volatility 142.1 % 86.7 % Risk-free interest rate 0.7 % 2.3 % Expected holding period, in years 6.1 5.7 Dividend yield — % — % |
Restructuring and Other Relat_2
Restructuring and Other Related Charges (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring And Related Activities [Abstract] | |
Schedule of restructuring and other related charges | Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Employee separation costs $ — $ 804,643 $ 271,164 $ 1,997,292 Payment in lieu of severance — — 175,000 — Other restructuring costs — — 18,442 — $ — $ 804,643 $ 464,606 $ 1,997,292 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of warrants issued | # Warrants Exercise Price Expiration Dates 8,576 $ 8.86 April 1, 2021 22,253 $ 5.68 March 30, 2022 17,066 $ 12.60 June 30, 2022 14,286 $ 12.60 August 31, 2022 |
Risks and Uncertainties - Addit
Risks and Uncertainties - Additional Information (Details) - USD ($) | May 14, 2020 | May 06, 2020 | May 04, 2020 | Jul. 30, 2020 | May 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 27, 2020 | Dec. 31, 2019 |
Risks And Uncertainties [Line Items] | |||||||||||
Value of shares issued | $ 45,199 | $ 45,199 | $ 29,835 | ||||||||
Proceeds from notes issued | $ 1,200,000 | 2,558,360 | $ 807,347 | ||||||||
Sale of net operating losses | $ 1,200,000 | ||||||||||
Incurred loss | $ 4,500,000 | $ 17,200,000 | |||||||||
Net Sales | |||||||||||
Risks And Uncertainties [Line Items] | |||||||||||
Percentage of net sales | 84.00% | 63.40% | 87.20% | 47.50% | |||||||
Promissory Note | Citibank, N.A. | Paycheck Protection Program | |||||||||||
Risks And Uncertainties [Line Items] | |||||||||||
Proceeds from notes issued | $ 1,400,000 | $ 1,400,000 | |||||||||
Lincoln Park | |||||||||||
Risks And Uncertainties [Line Items] | |||||||||||
Aggregate proceeds from sale of common stock | $ 17,100,000 | ||||||||||
Stock Purchase Agreement | Lincoln Park | |||||||||||
Risks And Uncertainties [Line Items] | |||||||||||
Value of shares issued | $ 5,000,000 | ||||||||||
Aggregate proceeds from sale of common stock | $ 9,900,000 | ||||||||||
Additional shares of common stock | 9,900,000 | ||||||||||
Stock Purchase Agreement | Lincoln Park | Maximum | |||||||||||
Risks And Uncertainties [Line Items] | |||||||||||
Value of shares issued | $ 25,000,000 | ||||||||||
Securities Purchase Agreement | |||||||||||
Risks And Uncertainties [Line Items] | |||||||||||
Issuance of stock, shares | 1,564,345 | ||||||||||
Shares issued price per share | $ 0.99 | ||||||||||
New Jersey Technology Business Tax Certificate Transfer (NOL) Program | |||||||||||
Risks And Uncertainties [Line Items] | |||||||||||
Sale of net operating losses | $ 1,200,000 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Net Sales Disaggregated by Geographic Area (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Total Net Sales | $ 1,080,841 | $ 682,993 | $ 2,567,567 | $ 1,715,337 |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Net Sales | 800,767 | 491,722 | 1,759,477 | 1,211,318 |
Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Net Sales | 278,340 | 187,639 | 801,055 | 494,765 |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Net Sales | $ 1,734 | $ 3,632 | $ 7,035 | $ 9,254 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Payment term for customers | 30 days |
Cash, Cash Equivalents and Ma_3
Cash, Cash Equivalents and Marketable Securities - Summary of Cash, Cash Equivalents, and Marketable Securities (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and Cash Equivalents, Amortized Cost | $ 3,832,454 | $ 13,564,252 |
Cash and Cash Equivalents, Unrealized Gain | ||
Cash and Cash Equivalents, Unrealized (Loss) | (461) | |
Cash and cash equivalents | 3,832,454 | 13,563,791 |
Marketable securities, Amortized Cost | 22,138,304 | 10,494,539 |
Marketable securities, Unrealised Gain | 811 | |
Marketable securities, Unrealized (Loss) | (3,093) | |
Marketable securities, Fair Value | 22,135,211 | 10,495,350 |
Cash, cash equivalents, and marketable securities, Amortized Cost | 25,970,758 | 24,058,791 |
Cash, cash equivalents, and marketable securities, Unrealized Gain | 811 | |
Cash, cash equivalents, and marketable securities, Unrealized (Loss) | (3,093) | (461) |
Cash, cash equivalents, and marketable securities, Fair Value | 25,967,665 | 24,059,141 |
U.S. Treasury Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities, Amortized Cost | 22,138,304 | 10,494,539 |
Marketable securities, Unrealised Gain | 811 | |
Marketable securities, Unrealized (Loss) | (3,093) | |
Marketable securities, Fair Value | 22,135,211 | 10,495,350 |
Cash, cash equivalents, and marketable securities, Fair Value | $ 22,135,211 | $ 10,495,350 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Carried at Fair Value (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 3,832,454 | $ 13,563,791 |
Marketable Securities | 25,967,665 | 24,059,141 |
U.S. Treasury Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 22,135,211 | 10,495,350 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 3,832,454 | 13,563,791 |
Marketable Securities | 25,967,665 | 24,059,141 |
Level 1 | U.S. Treasury Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 22,135,211 | 10,495,350 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | ||
Marketable Securities | ||
Level 2 | U.S. Treasury Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | ||
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | ||
Marketable Securities | ||
Level 3 | U.S. Treasury Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities |
Inventories - Inventories (Deta
Inventories - Inventories (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,503,808 | $ 1,065,345 |
Work in process | 4,656,723 | 5,314,763 |
Finished goods | 766,563 | 531,064 |
Total inventory | 6,927,094 | 6,911,172 |
Less: noncurrent | (6,133,878) | (6,020,180) |
Total - current | $ 793,216 | $ 890,992 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | ||
Noncurrent inventory raw materials | $ 1,800,000 | $ 1,000,000 |
Noncurrent inventory work in process | 4,300,000 | 5,000,000 |
Inventory Valuation and Obsolescence [Member] | ||
Inventory [Line Items] | ||
Reserves for obsolete inventory | $ 287,544 | $ 287,544 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information for Operating Leases (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Operating leases: | ||
Operating lease right of use assets | $ 1,153,939 | $ 1,430,641 |
Operating Lease, Liability [Abstract] | ||
Current portion of operating lease liabilities | 514,934 | 486,445 |
Noncurrent operating lease liabilities | 1,036,117 | 1,419,880 |
Total operating lease liabilities | $ 1,551,051 | $ 1,906,325 |
Weighted average remaining lease term (in years) | 5 years 8 months 12 days | 5 years 10 months 24 days |
Weighted average discount rate | 13.75% | 13.75% |
Leases - Supplemental Statement
Leases - Supplemental Statement of Cash Flows Information for Operating Leases (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Noncash lease expense | $ 273,070 | $ 232,270 |
Change in operating lease liabilities | $ (355,274) | $ 178,872 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments under Non-Cancellable Operating Leases (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Remainder of 2020 | $ 127,959 | |
2021 | 743,818 | |
2022 | 337,254 | |
2023 | 142,892 | |
2024 | 146,044 | |
2025 and thereafter | 676,260 | |
Total future minimum lease payments | 2,174,227 | |
Less: Amounts representing interest | (623,176) | |
Total | $ 1,551,051 | $ 1,906,325 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Recognized lease expenses | $ 149,731 | $ 186,037 | $ 422,765 | $ 599,322 |
Cloud Computing Arrangement - A
Cloud Computing Arrangement - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Cloud Computing Arrangement [Line Items] | |||
Amortization of cloud computing arrangement | $ 70,519 | $ 211,556 | |
Remaining lease term | 3 years | 3 years | |
Other Assets [Member] | |||
Cloud Computing Arrangement [Line Items] | |||
Net book value of cloud computing arrangement | $ 869,729 | $ 869,729 | $ 1,081,284 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accrued Liabilities Current [Abstract] | ||
Accrued professional fees | $ 411,880 | $ 1,255,494 |
Accrued bonuses | 1,105,166 | 804,082 |
Other employee related expenses | 415,441 | 836,754 |
Other | 603,454 | 441,049 |
Accrued expenses | $ 2,535,941 | $ 3,337,379 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) | May 04, 2020 | Jul. 30, 2020 | May 31, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Notes Payable [Line Items] | ||||||
Proceeds from borrowings | $ 1,200,000 | $ 2,558,360 | $ 807,347 | |||
Interest rate on the Loan | 2.18% | |||||
Interest expense | $ 3,574 | 3,574 | ||||
Note, maturity date | Feb. 2, 2023 | |||||
Monthly installments payable | $ 164,800 | |||||
Remaining balance of notes payable | $ 654,563 | $ 654,563 | ||||
Promissory Note | Citibank, N.A. | Paycheck Protection Program | ||||||
Notes Payable [Line Items] | ||||||
Proceeds from borrowings | $ 1,400,000 | $ 1,400,000 | ||||
Interest rate on the Loan | 1.00% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | May 14, 2020 | Apr. 14, 2020 | May 18, 2020 | Sep. 30, 2020 | Mar. 27, 2020 | Dec. 31, 2019 |
Stock Purchase Agreement [Line Items] | ||||||
Value of shares issued | $ 45,199 | $ 29,835 | ||||
Common stock, shares issued | 45,199,088 | 29,835,183 | ||||
Lincoln Park | ||||||
Stock Purchase Agreement [Line Items] | ||||||
Aggregate proceeds from sale of common stock | $ 17,100,000 | |||||
Stock Purchase Agreement | Lincoln Park | ||||||
Stock Purchase Agreement [Line Items] | ||||||
Value of shares issued | $ 5,000,000 | |||||
Common stock, shares issued | 9,979,676 | 461,676 | ||||
Fair value of common stock shares issued | $ 186,300 | |||||
Additional commitment shares issued | 692,514 | 230,838 | ||||
Aggregate proceeds from sale of common stock | $ 9,900,000 | |||||
Aggregate proceeds | 15,100,000 | |||||
Stock Purchase Agreement | Lincoln Park | Maximum | ||||||
Stock Purchase Agreement [Line Items] | ||||||
Value of shares issued | $ 25,000,000 | |||||
First SPA | ||||||
Stock Purchase Agreement [Line Items] | ||||||
Aggregate proceeds from sale of common stock | $ 1,750,000 | |||||
Aggregate number of shares issued | 2,058,822 | |||||
Shares issued. price per share | $ 0.85 | |||||
Second SPA | ||||||
Stock Purchase Agreement [Line Items] | ||||||
Shares issued. price per share | $ 0.99 | |||||
Issuance of stock, shares | 1,564,345 | |||||
Non-cash charge | $ 156,434 | |||||
Third SPA | ||||||
Stock Purchase Agreement [Line Items] | ||||||
Aggregate proceeds from sale of common stock | $ 450,000 | |||||
Aggregate number of shares issued | 505,205 | |||||
Shares issued. price per share | $ 0.9178 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Common Stock Equivalents Excluded from Computation of Diluted Loss per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 5,639,793 | 5,457,671 |
Outstanding stock options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,693,943 | 2,355,366 |
Nonvested restricted stock and unit awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,230,651 | 2,387,106 |
Stock purchase warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 715,199 | 715,199 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | May 06, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Operating Loss Carryforwards [Line Items] | |||||
Sale of net operating losses | $ 1,200,000 | ||||
Provision for income taxes | $ (1,170,890) | ||||
New Jersey Technology Business Tax Certificate Transfer (NOL) Program | |||||
Operating Loss Carryforwards [Line Items] | |||||
Sale of net operating losses | $ 1,200,000 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Activity Related to Stock Options (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options, Outstanding, January 1, 2020 | 3,131,266 | |
Number of Options, Granted | 1,844,298 | |
Number of Options, Exercised | ||
Number of Options, Cancelled | (1,281,621) | |
Number of Options, Outstanding, September 30, 2020 | 3,693,943 | 3,131,266 |
Number of Options, Exercisable, September 30, 2020 | 1,076,615 | |
Weighted Average Exercise Price, Outstanding, January 1, 2020 | $ 8.53 | |
Weighted Average Exercise Price, Granted | 1.28 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Cancelled | 11.79 | |
Weighted Average Exercise Price, Outstanding, September 30, 2020 | 5.86 | $ 8.53 |
Weighted Average Exercise Price, Exercisable, September 30, 2020 | $ 10.97 | |
Weighted Average Remaining Contractual Term (Years), Outstanding, January 1, 2020 | 8 years 8 months 12 days | 8 years 10 months 24 days |
Weighted Average Remaining Contractual Term (Years), Exercisable, September 30, 2020 | 7 years 8 months 12 days | |
Aggregate Intrinsic Value, Outstanding, September 30, 2020 | $ 553,826 | |
Aggregate Intrinsic Value, Exercisable, September 30, 2020 | $ 34,347 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting period | 4 years |
Unrecognized compensation cost related to unvested awards | $ 5.7 |
Unrecognized compensation expected to be recognized | 2 years 4 months 24 days |
RSAs [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting period | 4 years |
RSAs [Member] | Non-Executive Director | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting period | 1 year |
Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting period | 3 years |
Stock Units | Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting period | 2 years |
Stock Units | Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting period | 4 years |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Activity Related to Restricted Stock Awards Granted (Details) - RSAs [Member] | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Nonvested, January 1,2020 | shares | 127,505 |
Number of Shares, Granted | shares | |
Number of Shares, Vested | shares | (53,662) |
Number of Shares, Cancelled | shares | (19,946) |
Number of Shares, Nonvested, September 30, 2020 | shares | 53,897 |
Weighted Average Grand Date Fair Value, Nonvested, January 1, 2020 | $ / shares | $ 8.09 |
Weighted Average Grand Date Fair Value, Granted | $ / shares | |
Weighted Average Grand Date Fair Value, Vested | $ / shares | 9.55 |
Weighted Average Grand Date Fair Value, Cancelled | $ / shares | 9.52 |
Weighted Average Grand Date Fair Value, Nonvested, September 30, 2020 | $ / shares | $ 6.10 |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary of Activity Related to Restricted Stock and Deferred Stock Units Granted (Details) - Stock Units | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Nonvested, January 1,2020 | shares | 1,241,493 |
Number of Shares, Granted | shares | 732,140 |
Number of Shares, Vested | shares | (528,238) |
Number of Shares, Cancelled | shares | (268,641) |
Number of Shares, Nonvested, September 30, 2020 | shares | 1,176,754 |
Weighted Average Grand Date Fair Value, Nonvested, January 1, 2020 | $ / shares | $ 2.86 |
Weighted Average Grand Date Fair Value, Granted | $ / shares | 0.91 |
Weighted Average Grand Date Fair Value, Vested | $ / shares | 2.46 |
Weighted Average Grand Date Fair Value, Cancelled | $ / shares | 4.08 |
Weighted Average Grand Date Fair Value, Nonvested, September 30, 2020 | $ / shares | $ 1.55 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Recognized Stock Compensation for Equity Awards (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation | $ 742,928 | $ 1,219,575 | $ 2,490,551 | $ 2,690,406 |
Selling, General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation | 541,757 | 904,115 | 1,789,122 | 2,030,465 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation | 179,664 | 313,533 | 649,485 | 658,014 |
Cost of Goods Sold | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation | $ 21,507 | $ 1,927 | $ 51,944 | $ 1,927 |
Stock Based Compensation - Su_4
Stock Based Compensation - Summary of Weighted Average Assumptions Used in Valuing Plans (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Fair value at grant date | $ 0.98 | $ 4.44 |
Expected volatility | 142.10% | 86.70% |
Risk-free interest rate | 0.70% | 2.30% |
Expected holding period, in years | 6 years 1 month 6 days | 5 years 8 months 12 days |
Dividend yield |
Restructuring and Other Relat_3
Restructuring and Other Related Charges - Additional Information (Details) - USD ($) | Jan. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Restructuring Cost And Reserve [Line Items] | |||||
Aggregate severance payment | $ 804,643 | $ 271,164 | $ 1,997,292 | ||
Restructuring and other related expense | $ 804,643 | 464,606 | $ 1,997,292 | ||
Amount payable in connection with restructuring charges | $ 62,500 | $ 62,500 | |||
Employee Severance | Former Officer | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Aggregate severance payment | $ 190,000 | ||||
Employee Severance | New Employee | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Aggregate severance payment | $ 175,000 |
Restructuring and Other Relat_4
Restructuring and Other Related Charges - Summary of Restructuring and Other Related Charges (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||||
Employee separation costs | $ 804,643 | $ 271,164 | $ 1,997,292 | |
Payment in lieu of severance | 175,000 | |||
Other restructuring costs | 18,442 | |||
Restructuring and other related charges | $ 804,643 | $ 464,606 | $ 1,997,292 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Jul. 17, 2020InvestorsAsDefendents | Jan. 31, 2019USD ($)Dispute$ / sharesshares |
Class Of Warrant Or Right [Line Items] | ||
Number of investors as defendants | InvestorsAsDefendents | 2 | |
Number of Warrants | shares | 5,192 | |
Exercise price of warrants | $ 5.68 | |
Former Financial Advisor | ||
Class Of Warrant Or Right [Line Items] | ||
Number of dispute settled | Dispute | 1 | |
Cash paid in settlement agreement | $ | $ 325,000 | |
Former Financial Advisor | Common Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants to purchase common stock | shares | 62,181 | |
Former Financial Advisor | Common Stock | Minimum | ||
Class Of Warrant Or Right [Line Items] | ||
Exercise price of warrants | $ 5.68 | |
Former Financial Advisor | Common Stock | Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Exercise price of warrants | $ 12.60 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Warrants Issued (Details) | Jan. 31, 2019$ / sharesshares |
Class Of Warrant Or Right [Line Items] | |
Number of Warrants | shares | 5,192 |
Exercise Price | $ / shares | $ 5.68 |
Warrant One | |
Class Of Warrant Or Right [Line Items] | |
Number of Warrants | shares | 8,576 |
Exercise Price | $ / shares | $ 8.86 |
Expiration Dates | Apr. 1, 2021 |
Warrant Two | |
Class Of Warrant Or Right [Line Items] | |
Number of Warrants | shares | 22,253 |
Exercise Price | $ / shares | $ 5.68 |
Expiration Dates | Mar. 30, 2022 |
Warrant Three | |
Class Of Warrant Or Right [Line Items] | |
Number of Warrants | shares | 17,066 |
Exercise Price | $ / shares | $ 12.60 |
Expiration Dates | Jun. 30, 2022 |
Warrant Four | |
Class Of Warrant Or Right [Line Items] | |
Number of Warrants | shares | 14,286 |
Exercise Price | $ / shares | $ 12.60 |
Expiration Dates | Aug. 31, 2022 |