Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 05, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ECOR | ||
Entity Registrant Name | electroCore, Inc. | ||
Entity Central Index Key | 0001560258 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Common Stock Shares Outstanding | 48,476,785 | ||
Entity Public Float | $ 27,865,926 | ||
Entity File Number | 001-38538 | ||
Entity Tax Identification Number | 20-3454976 | ||
Entity Address, Address Line One | 200 Forge Way | ||
Entity Address, Address Line Two | Suite 205 | ||
Entity Address, City or Town | Rockaway | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07866 | ||
City Area Code | (973) | ||
Local Phone Number | 290-0097 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, Par Value $0.001 Per Share | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 4,241,937 | $ 13,563,791 |
Marketable securities | 18,386,160 | 10,495,350 |
Accounts receivable, net | 270,546 | 496,140 |
Inventories, net | 876,436 | 890,992 |
Prepaid expenses and other current assets | 1,288,588 | 1,087,111 |
Total current assets | 25,063,667 | 26,533,384 |
Inventories, noncurrent | 4,865,181 | 6,020,180 |
Property and equipment, net | 244,047 | 345,236 |
Operating lease right of use assets, net | 517,257 | 1,430,641 |
Other assets, net | 828,011 | 1,132,238 |
Total assets | 31,518,163 | 35,461,679 |
Current liabilities: | ||
Accounts payable | 2,078,699 | 5,208,979 |
Accrued expenses | 2,800,820 | 3,337,379 |
Notes payable, current | 476,236 | 111,878 |
Current portion of operating lease liability | 534,547 | 486,445 |
Total current liabilities | 5,890,302 | 9,144,681 |
Note payable, noncurrent | 1,097,946 | |
Operating lease liabilities, noncurrent | 885,333 | 1,419,880 |
Total liabilities | 7,873,581 | 10,564,561 |
Commitments and contingencies (Note 18) | ||
Preferred Stock par value $0.001 per share; 10000000 shares authorized at December 31 2020 and December 31 2019; 0 shares issued and outstanding at December 31 2020 and December 31 2019 | ||
Common Stock par value $0.001 per share; 500000000 shares authorized at December 31 2020 and December 31 2019; 45559765 shares issued and outstanding at December 31 2020 and 29835183 shares issued and outstanding at December 31 2019 | 45,560 | 29,835 |
Additional paid-in capital | 130,205,027 | 107,752,066 |
Accumulated deficit | (106,990,148) | (83,479,098) |
Accumulated other comprehensive loss | (251,467) | (41,295) |
Total stockholders' equity | 23,008,972 | 24,261,508 |
Noncontrolling interest | 635,610 | 635,610 |
Total equity | 23,644,582 | 24,897,118 |
Total liabilities and stockholders' equity | $ 31,518,163 | $ 35,461,679 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 45,559,765 | 29,835,183 |
Common stock, shares outstanding | 45,559,765 | 29,835,183 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net sales | $ 3,495,832 | $ 2,390,279 |
Cost of goods sold | 1,737,539 | 1,156,957 |
Gross profit | 1,758,293 | 1,233,322 |
Operating expenses: | ||
Research and development | 4,201,279 | 9,902,254 |
Selling, general and administrative | 21,840,919 | 35,422,301 |
Restructuring and other severance related charges | 464,606 | 1,997,292 |
Total operating expenses | 26,506,804 | 47,321,847 |
Loss from operations | (24,748,511) | (46,088,525) |
Other (income)expense | ||
Interest and other income, net | (84,327) | (970,594) |
Other expense | 17,756 | 12,253 |
Total other (income)expense | (66,571) | (958,341) |
Loss before income taxes | (24,681,940) | (45,130,184) |
Benefit/(provision) for income taxes | (1,170,890) | 17,699 |
Net loss | $ (23,511,050) | $ (45,147,883) |
Net loss per share of common stock - Basic and Diluted (see Note 13) | $ (0.60) | $ (1.54) |
Weighted average common shares outstanding - Basic and Diluted (see Note 13) | 38,998,698 | 29,379,975 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (23,511,050) | $ (45,147,883) |
Other comprehensive (loss)/income: | ||
Foreign currency translation adjustment | (207,012) | (145,418) |
Unrealized (loss) gain on marketable securities, net of taxes as applicable | (3,160) | 43,280 |
Other comprehensive loss | (210,172) | (102,138) |
Comprehensive loss | $ (23,721,222) | $ (45,250,021) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Total | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Total electroCore, Inc., stockholders' equity | Noncontrolling interest | |
Balances at Dec. 31, 2018 | $ 66,185,701 | $ 29,450 | $ 103,791,013 | $ (38,331,215) | $ 60,843 | $ 65,550,091 | $ 635,610 | |
Balance, shares at Dec. 31, 2018 | 29,450,035 | |||||||
Net loss | (45,147,883) | (45,147,883) | (45,147,883) | |||||
Other comprehensive income | (102,138) | (102,138) | (102,138) | |||||
Issuance of warrants in settlement of lawsuit | 16,692 | 16,692 | 16,692 | |||||
Issuance of warrants in settlement of lawsuit, Shares | ||||||||
Issuance of common stock in connection with employee stock plans, net | 48,965 | $ 385 | 48,580 | 48,965 | ||||
Issuance of common stock in connection with employee stock plans, net, shares | 385,148 | |||||||
Stock based compensation | 3,895,781 | 3,895,781 | 3,895,781 | |||||
Balances at Dec. 31, 2019 | 24,897,118 | $ 29,835 | 107,752,066 | (83,479,098) | (41,295) | 24,261,508 | 635,610 | |
Balance, shares at Dec. 31, 2019 | 29,835,183 | |||||||
Net loss | (23,511,050) | (23,511,050) | (23,511,050) | |||||
Other comprehensive income | (210,172) | (210,172) | (210,172) | |||||
Issuance of stock (see Note 12) | 19,385,196 | $ 14,308 | 19,370,888 | 19,385,196 | ||||
Issuance of stock (see Note 12), Shares | 14,308,048 | |||||||
Equity financing commitment fee | [1] | $ 693 | (693) | |||||
Equity financing commitment fee, Shares | [1] | 692,514 | ||||||
Financing fees | (182,821) | (182,821) | (182,821) | |||||
Issuance of common stock in connection with employee stock plans, net | $ 724 | (724) | ||||||
Issuance of common stock in connection with employee stock plans, net, shares | 724,020 | |||||||
Stock based compensation | 3,266,311 | 3,266,311 | 3,266,311 | |||||
Balances at Dec. 31, 2020 | $ 23,644,582 | $ 45,560 | $ 130,205,027 | $ (106,990,148) | $ (251,467) | $ 23,008,972 | $ 635,610 | |
Balance, shares at Dec. 31, 2020 | 45,559,765 | |||||||
[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. Stockholders' Equity, Lincoln Park Purchase Agreement. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (23,511,050) | $ (45,147,883) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 3,266,311 | 3,895,781 |
Depreciation and amortization | 399,242 | 249,583 |
Amortization of marketable securities premium(discount) | 31,096 | (530,104) |
Cloud computing arrangement implementation costs | (1,114,568) | |
Legal expense settled with stock | 156,434 | |
Noncash lease expense | 372,304 | 57,780 |
Inventory reserve charge | 433,918 | |
Write off of right of use operating lease | (557,543) | |
Noncash portion of litigation settlement | 16,692 | |
Other | 676 | 76,279 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 225,594 | (228,541) |
Inventories | 735,637 | (4,961,770) |
Prepaid expenses and other assets | (165,707) | 859,204 |
Accounts payable | (1,581,579) | 2,797,727 |
Accrued expense and other current liabilities | (536,561) | (1,036,721) |
Operating lease liabilities | (486,445) | |
Net cash used in operating activities | (20,102,587) | (45,066,541) |
Cash flows from investing activities: | ||
Purchase of marketable securities | (24,463,158) | (37,224,879) |
Proceeds from maturities of marketable securities | 16,500,000 | 88,266,000 |
Purchases of property and equipment | (69,675) | |
Net cash (used in) provided by investing activities | (7,963,158) | 50,971,446 |
Cash flows from financing activities: | ||
Proceeds from shares issued, net of related expenses | 17,489,563 | |
Proceeds from note issued | 2,558,360 | 807,347 |
Repayments of note issued | (1,096,056) | (695,469) |
Proceeds from shares issued in connection with employee stock purchase plan | 48,965 | |
Net cash provided by financing activities | 18,951,867 | 160,843 |
Effect of changes in exchange rates on cash and cash equivalents | (207,976) | (102,241) |
Net (decrease) increase in cash and cash equivalents | (9,321,854) | 5,963,507 |
Cash and cash equivalents – beginning of year | 13,563,791 | 7,600,284 |
Cash and cash equivalents – end of year | 4,241,937 | 13,563,791 |
Supplemental cash flows disclosures: | ||
Proceeds from sale of state net operating losses | 1,170,890 | |
Income taxes paid | 3,769 | 29,542 |
Interest paid | 12,895 | 3,457 |
Supplemental schedule of noncash activity: | ||
Accounts payable paid through issuance of common stock | $ 1,548,702 |
The Company
The Company | 12 Months Ended |
Dec. 31, 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). 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. As of May 2017, the VIE ceased operations. In January 2018, the U.S. Food and Drug Administration ("FDA") cleared the use of gammaCore, the Company's first generation disposable non-invasive vagus nerve stimulator therapy for the treatment of pain associated with migraine headache in adult patients. Previously in April 2017, the FDA cleared the use of gammaCore for the acute treatment of pain associated with episodic cluster headache in adult patients. Effective August 1, 2018, the Company announced gammaCore Sapphire, a rechargeable and reloadable version of the product for multi-year use, was available in the United States. The Company continues to market the non-reloadable disposable version of its gammaCore products in certain markets and to deploy it for use in clinical studies where a rechargeable version is not necessary. In November 2018, the FDA provided 510(k) clearance for an expanded label for gammaCore nVNS therapy for adjunctive use for the preventive treatment of cluster headache in adult patients. In March 2020, the FDA provided 510(k) clearance for an expanded label for gammaCore nVNS therapy for the preventive treatment of migraine headache in adult patients. In July 2020, the 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. In February 2021, gammaCore was cleared by the FDA for the acute and preventive treatment of migraine in adolescents between 12 and 17 years of age. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and the rules and regulations of the Securities and Exchange Commission ("SEC"). (b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of and its wholly owned subsidiaries. ( ) Pty Limited, a VIE for which is the primary beneficiary, is also consolidated with the non-controlled equity presented as non-controlling interest. The VIE has ceased its operations. 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 the 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 valuation of inventory , stock compensation, and contingencies. (d) Revenue Recognition T he Company accounts for its revenue transactions under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). In accordance with ASC Topic 606, the Company recognizes revenues when its customers obtain control of its product for an amount that reflects the consideration it expects to receive from its customers in exchange for that product. To determine revenue recognition for contracts that are determined to be in scope of ASC Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when such performance obligation is satisfied. The transaction price is based on the consideration that the Company expects to receive in exchange for its products and includes the fixed per-unit price of the product and variable consideration in the form of trade credits, vouchers, rebates, and co-payment assistance. The per-unit price is based on the Company’s established wholesale acquisition cost less a contractually agreed upon distributor discount with the customer. Trade credits are discounts that are contingent upon a timely remittance of payment and are estimated based on historical experience. Damaged or defective products are replaced at no charge under the Company’s standard warranty. A cash refund is allowed under specific circumstances for undamaged and non-defective returned products. Shipping fees are not billed to the customer and are reflected as part of selling, general, and administrative expenses. (e) Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with a maturity of three months or less when purchased. The Company’s accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per financial institution in the United States, and up to £ 85,000 by the Financial Services Compensation Scheme (“FSCS”) per financial institution in the United Kingdom. (f) Marketable Securities Marketable securities, all of which are available-for-sale, consist of corporate debt securities, U.S. bonds and U.S. sponsored agencies. Marketable securities are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive income, except for losses from impairments which are determined to be other-than-temporary. Realized gains and losses and declines in value judged to be other-than-temporary are included in the determination of net loss and are included in interest and other income net. Fair values are based on quoted market prices at the reporting date. Interest and dividends on available-for-sale securities are included in Interest and other income. (g) Concentration of Credit Risk Cash, cash equivalents and marketable securities are financial instruments that potentially subject the Company to concentration of credit risk. As of December 31, 2020, the Company's cash equivalents and marketable securities were largely comprised of money market funds and U.S. treasury bonds. The Company has established guidelines relative to diversification and maturities that are designed to help ensure safety and liquidity. These guidelines are periodically reviewed to take advantage of trends in yields and interest rates. As of December 31, 2020, approximately 95.8% of the Company’s cash, cash equivalents and marketable securities was denominated in U.S. Dollars, the balance is subject to foreign exchange risk. (h) Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. Management considers an account receivable to be past due when it is not settled under its stated terms. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. During the years ended December 31, 2020 and 2019, the Company's allowance for doubtful accounts was immaterial. The Company does not have any off balance sheet credit exposure related to its customers. (i) Inventories Inventory, which consists of raw materials, work-in-process and finished product, is stated at the lower of cost or net realizable value. Inventory is valued on a first-in first-out basis. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company evaluates inventory with respect to its operating cycle and classifies inventory as current or long-term on its balance sheet. Based upon estimated production needs and current inventory levels, the Company determined the amount of inventory necessary for the next twelve months. Any amounts over this projection are reclassified as Inventories, noncurrent . In addition, the Company’s product is subject to strict quality control and monitoring which the Company performs throughout the manufacturing process. If certain units of product no longer meet quality specification or become obsolete, the Company records a charge to cost of sales sold to write down such unmarketable inventory to zero. (j) Property and Equipment Property and equipment are stated at historical cost. Depreciation is computed by the straight-line method based on the estimated useful lives of the respective assets, as discussed below. Amounts expended for maintenance and repairs are charged to expense as incurred. Depreciation and leasehold improvement amortization is computed using the following estimated useful lives: Machinery and equipment 3–15 years Leasehold improvements Lesser of estimated useful life or term of lease Furniture and fixtures 5–10 years Computer equipment 5 years (k) Leases The Company determines if an arrangement is a lease at inception. For each lease, the lease term is determined at the commencement date and includes renewal options and termination options when it is reasonably certain that the Company will exercise that option. Operating leases with the lease terms greater than one year are included in operating lease right-of-use (“ROU”) assets and current and long-term operating lease liabilities in the Company’s consolidated balance sheets. Operating lease ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term using an estimated rate of interest the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The operating lease ROU assets are based on the liability adjusted for any prepaid or deferred rent and lease incentives. The incremental borrowing rate was utilized to discount lease payments over the expected term given that the Company’s operating leases do not provide an implicit rate. The Company estimates the incremental borrowing rate to reflect the profile of secured borrowing over the expected term of the leases based on the information available at the later of the date of adoption or the lease commencement date. Rent expense for the operating lease is recognized on a straight-line basis over the lease term. The new lease accounting guidance permits companies to utilize certain practical expedients in their implementation of the new standard. The Company elected this package of practical expedients and was therefore not required to reassess the following upon adoption: (i) whether an expired or existing contract met the definition of a lease; (ii) the lease classification at January 1, 2019 for existing leases; and (iii) whether leasing costs previously capitalized as initial direct costs would continue to be amortized. This allowed the Company to continue to account for its existing office space leases as operating leases. Upon adoption, the Company did not have an adjustment to the opening balance of retained earnings due to the election of these practical expedients . (l) Cloud Computing Arrangement Implementation costs for the Company’s cloud computing arrangement (“CCA”) are capitalized and amortized using the straight-line method over the life of the arrangement. The Company has capitalized implementation costs incurred in implementing its cloud computing arrangements, which is a hosting arrangement that is a service contract per FASB Accounting Standards Update (“ASU”) 2018-15. These costs include p ayroll costs of employees devoting time to the project and external direct costs for materials and services are capitalized. Software maintenance and training costs are expensed in the period in which they are incurred. The capitalized costs are included as a component of other assets. (m) Impairment of Long-Lived Assets Long lived assets, such as property, plant, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. (n) Stock-based Compensation The Company accounts for stock-based compensation in accordance with the ASC Topic 718, Compensation – Stock Compensation . The Company estimates the fair value of stock option awards using the Black-Scholes option pricing model on the date of the grant. Restricted stock unit awards and restricted stock awards without a market condition are valued based on the closing price of the Company’s common stock on the date of the grant. Compensation expense reflects actual forfeitures and is primarily recognized on a straight-line basis over the requisite service period of the individual grants, which typically equals the vesting period. (o) Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred taxes are recognized based on the differences between financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company provides a full valuation allowance on substantially all deferred tax assets. The provision for income taxes represents the current state tax payable for the period. The federal tax provision is immaterial given the Company reports losses in all its taxable jurisdictions and is recording a full valuation allowance on the net deferred tax asset. The Company recognizes the effect of an income tax position only if, based on its merits, the position is more likely than not to be sustained on audit by the taxing authorities. Interest and penalties related to uncertain tax positions are recorded as income tax expense. (p) Research and Development Research and development costs are expensed as incurred. These costs include, but are not limited to, costs related to clinical trials, and compensation and related overhead for employees and consultants involved in research and development activities. (q) Foreign Currency Translation and Transactions The functional currency of the Company’s international operations has been determined to be the respective local currency. The Company translates functional currency assets and liabilities to their U.S. dollar equivalents at exchange rates in effect at the balance sheet date and translates functional currency income and expense amounts to their U.S. dollar equivalents at average exchange rates for the period. The U.S. dollar affects that arise from changing translation rates are recorded in other comprehensive loss. Foreign currency transaction gains and losses related to assets and liabilities that are denominated in a currency other than the functional currency are reported in the Consolidated Statements of Operations in the period they occur. (r) Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business as one (s) Recently Adopted Accounting Standards 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 consolidated financial statements. The impact on the consolidated financial statements was immaterial. I n June 2016, the FASB issued ASU 2016 - 13 , Financial Instruments – Credit Losses (Topic 326 ); Measurement of Credit Losses on Financial Instruments, ASU 2016 - 13 changes the impairment model for most financial assets, including trade and other receivables, from an incurred loss method to a new forward looking approach based on expected losses. The new approach includes the consideration of historical experience, current conditions, and reasonable and supportable forecasts. The Company adopted this guidance and determined the impact on the consolidated financial statements was immaterial. (t) Recently 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. |
Significant Risks and Uncertain
Significant Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2020 | |
Risks And Uncertainties [Abstract] | |
Significant Risks and Uncertainties | Note 3. Significant 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 $23.5 million and $ 45.1 2019 107.0 The Company’s expected cash requirements for the next 12 months 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 the accompanying 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. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 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 the accompanying 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 United States 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. In total, net sales from these two channels represented 86.9% and 57.3% of the Company’s net sales for years ended December 31, 2020 and 2019, respectively. Each of these two channels accounted for 10% or more of the Company's net sales as summarized below: Years ended December 31, 2020 2019 Revenue channel: Department of Veterans Affairs and Department of Defense 57.9 % 31.1 % National Health Service 29.0 % 26.2 % In 2020, five two During these periods, no other customer accounted for 10% or more of the Company's net sales. Foreign Currency Exchange Risks 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 year ended December 31, 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. 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 | 12 Months Ended |
Dec. 31, 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: Years ended December 31, 2020 2019 Geographic Market United States $ 2,374,687 $ 1,605,814 United Kingdom 1,051,206 665,627 Germany 53,925 102,427 Other 16,014 16,411 Total Net Sales $ 3,495,832 $ 2,390,279 Performance Obligations Revenue, net of discounts, vouchers, rebates, returns, and co-payment assistance is solely generated from the sales of the 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 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 remaining unsatisfied performance obligations. 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 distributor discount with the customer. Trade credits are discounts that are contingent upon a timely remittance of payment and are estimated based on historical experience. For the years ended December 31, 2020 and 2019, trade credits and discounts were immaterial. In October 2018, the Company launched its Partners for Coverage program that allows eligible commercial insurance patients uninterrupted access to gammaCore for up to two 12 Reimbursement for co-payments made by patients under the co-payment assistance program is considered variable consideration. Beginning in February 2019, eligible patients could receive a reduction of up to $ 300 250 12 Effective March 1, 2020, the amount of monthly co-payment assistance was reduced to a maximum of $ 100 per prescription. 2019 Managed care rebates represent our estimated obligations to pharmacy benefit managers. Rebate accruals are recognized in the same period the related revenue is recognized. Gross to net accruals based on estimated rebates were determined to be de minimis. Contract Balances The Agreed upon payment terms with customers are within |
Cash, Cash Equivalents and Mark
Cash, Cash Equivalents and Marketable Securities | 12 Months Ended |
Dec. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Cash, Cash Equivalents and Marketable Securities | Note 5. Cash, Cash Equivalents and Marketable Securities The following tables summarizes the Company’s cash, cash equivalents and marketable securities as of and 2019. As of December 31, 2020 Amortized Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and cash equivalents $ 4,241,937 $ — $ — $ 4,241,937 U.S. Treasury Bonds 18,388,970 — (2,810 ) 18,386,160 Total marketable securities $ 18,388,970 $ — $ (2,810 ) $ 18,386,160 Total cash, cash equivalents and marketable securities $ 22,630,907 $ — $ (2,810 ) $ 22,628,097 As 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 The Company’s U.S. treasury bonds mature within one year. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 defined above is as follows: Fair Value Hierarchy December 31, 2020 Total (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents $ 4,241,937 $ 4,241,937 $ — $ — Marketable Securities: U.S. Treasury Bonds 18,386,160 18,386,160 — — Total $ 22,628,097 $ 22,628,097 $ — $ — December 31, 2019 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 years ended and 2019. The carrying amount of the Company’s receivables and payables approximate their fair value due to their maturity. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 7. Inventory As of and 2019, inventories consisted of the following: December 31, 2020 2019 Raw materials $ 1,008,653 $ 1,065,345 Work in process 4,304,415 5,314,763 Finished Goods 428,549 531,064 Total Inventory 5,741,617 6,911,172 Less: noncurrent inventory 4,865,181 6,020,180 Total current inventory $ 876,436 $ 890,992 As of December 31, 2020 and 2019, the Company reserved $721,462 and $287,544 respectively, for obsolete inventory The Company records charges for obsolete inventory in cost of goods sold. As of December 31, 2020 and 2019, noncurrent inventory was comprised of approximately $0.7 million and $ 1.0 million of raw materials, respectively, and $4.2 million and $ 5.0 million of work in process, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 8. Leases The Company implemented FASB ASU 2016-02, Leases (Topic 842), which required lessees to recognize most leases on its balance sheet effective January 1, 2019. The Company recognized $ The Company also recognized $ The Company elected not to recognize right of use assets and lease liabilities for short term leases, i.e., leases with a noncancelable period of 12 months or less. The Company’s leases have remaining lease terms of approximately one However, due to the Company’s decision to implement a comprehensive redeployment and cost reduction plan implemented in June 2019, the Company determined the renewal option for the office space at the Basking Ridge location was no longer reasonably certain to be exercised. The Company remeasured the Basking Ridge right of use asset and the lease liability beginning June 1, 2019 utilizing the newly expected lease term. On December 31, 2020, the Company wrote off the net book value of the operating lease right of use asset in the amount of $534,493 selling, general and administrative expense The incremental borrowing rate used to determine the net present value of the leases at inception was 9.75%. This is the incremental borrowing rate that represents the rate of interest that the Company would expect to pay to borrow an amount equal to the lease payments under similar terms. As the Company does not borrow on a collateralized basis, the non-collateralized borrowing rate is used as an input in deriving the incremental borrowing rate. Following the comprehensive redeployment and cost reduction plan announcement and as required in the lease remeasurement process under Topic 842, the incremental borrowing rate was reassessed and increased to 13.75% at the time of remeasurement. The remeasurement updated the net present value of all operating leases from inception using the new discount rate at June 1, 2019. For the years ended December 31, 2020 and 2019 Supplemental Balanc December 31, 2020 2019 Operating leases: Operating lease right of use assets $ 517,257 $ 1,430,641 Operating lease liabilities: Current portion of operating lease liabilities 534,547 486,445 Noncurrent operating lease liabilities 885,333 1,419,880 Total operating lease liabilities $ 1,419,880 $ 1,906,325 Weighted average remaining lease term (in years) 5.7 5.9 Weighted average discount rate 13.75 % 13.75 % Future minimum lease payments under non-cancellable operating leases as of : Financial year 2021 $ 786,584 2022 337,254 2023 142,892 2024 146,044 2025 149,700 2026 and thereafter 526,560 Total future minimum lease payments 2,089,034 Less: Amounts representing interest (669,154 ) Total $ 1,419,880 |
Cloud Computing Arrangement
Cloud Computing Arrangement | 12 Months Ended |
Dec. 31, 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 ASU 2018-15, the implementation costs incurred in the CCA were deferred and recognized as other assets and are being amortized to expense over the noncancelable term of the arrangement. The implementation of this CCA was completed on June 30, 2019. Beginning July 1, 2019, the Company went live with the cloud computing Enterprise Resource Planning system and all future related costs are expensed as incurre d. In July 2019, the Company began amortizing the related deferred costs over the remaining period of the noncancelable arrangement. Amortization costs for the year ended December 31, 2020 and 2019 were $ and $141,037, respectively. As of December 31, 2020, the remaining term of the lease is approximately three years. The CCA is included under the caption Other assets, net as presented in the Company's balance sheet for the years ended December 31, 2020 and 2019 and is summarized below: December 31, 2020 2019 Cloud Computing Arrangement $ 1,222,322 $ 1,222,322 Less: accumulated amortization 423,112 141,037 Cloud Computing Arrangement, net $ 799,210 $ 1,081,285 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Note 10. Accrued Expenses and 2019 December 31, 2020 2019 Accrued professional fees $ 270,543 $ 1,255,494 Accrued bonuses 1,424,878 804,082 Other employee related expenses 371,033 836,754 Other 734,366 441,049 $ 2,800,820 $ 3,337,379 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable [Abstract] | |
Notes Payable | Note 11. Notes Payable the Paycheck Protection Program On May 4, 2020, the Company received proceeds of $ 1.4 Paycheck Protection Program (" The interest rate on the Loan is 1.0 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 Consolidated Balance Sheet as of December 31, 2020, $311,604 $1,097,946 Finance and Security Agreements 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 seven 2.18 164,800 der the Agreement was $164,832 and during the year ended December 31, 2020, the Company recognized $8,339 in interest expense. On July 1, 2019, the Company entered into a separate Commercial Insurance Premium Finance and Security Agreement (“the 2019 Agreement”). The 2019 Agreement provided for a single borrowing by the Company of $807,347, with a seven December 31, 2020, the balance was fully paid. During the years ended December 31, 2020 and 2019, the Company recognized $341 and $3,457 in interest expense, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [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 ("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 Upon entering into the Purchase Agreement with Lincoln Park, the Company issued an aggregate of 461,676 186,300 . During 2020, the Company issued to an additional 230,838 shares of common stock to Lincoln Park as a further commitment fee based on the first $5,000,000 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) No further commitment fee shares remain issuable under the Purchase Agreement. During 2020, the Company sold 10,179,676 As of December 31, 2020, the Company had the right to sell under the Purchase Agreement approximately $ 9.5 Subsequent Events 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 0.85 1.75 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 0.99 156,434 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 0.9178 0.45 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 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: December 31, 2020 2019 Outstanding stock options 3,815,585 3,131,266 Nonvested restricted stock and unit awards 1,039,768 1,368,998 Stock purchase warrants 715,199 715,199 5,570,552 5,215,463 The following table summarizes the stock purchase warrants outstanding as of December 31, 2020 and 2019: # of Warrants Exercise Price Expiration Date 8,576 $8.86 4/1/2021 429,948 $12.60 6/24/2021 59,731 $12.60 6/24/2021 22,253 $5.68 3/30/2022 17,066 $12.60 6/30/2022 151,364 $12.60 8/18/2022 14,286 $12.60 8/31/2022 11,975 $15.30 12/22/2025 715,199 |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2020 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entity | Note 14. Variable Interest Entity As discussed in Note 1 50 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15. Income Taxes The provision for income taxes for the years ended and 2019 related to foreign taxes, state minimum tax and a benefit from the sale of state net operating losses. Domestic and foreign components of the loss before provision for income taxes is as follows: December 31, 2020 December 31, 2019 Domestic $ (23,706,566 ) $ (43,661,897 ) Foreign (975,373 ) (1,468,287 ) Total $ (24,681,940 ) $ (45,130,184 ) The income tax provision from continuing operations contains the following components: December 31, 2020 December 31, 2019 Federal $ — $ — State (1,170,890 ) 7,712 Foreign — 9,987 Total current (1,170,890 ) 17,699 Total deferred — — Total income tax (benefit) expense $ (1,170,890 ) $ 17,699 The Company has evaluated the available evidence supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized in the United States and certain foreign jurisdictions. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against all of its net deferred tax assets. When the Company determines that it will be able to realize some portion or all of its deferred tax assets, an adjustment to its valuation allowance on its deferred tax assets would have the effect of increasing net income in the period such determination is made. The net change in the valuation allowance was an increase of $7.8 million. The significant components of the Company’s deferred income tax assets and liabilities after applying enacted corporate tax rates are as follows: Year ended December 31, 2020 2019 Deferred tax assets Net operating loss carryforwards $ 24,319,202 $ 18,883,686 Accrued expenses 540,072 796,849 Intangibles 429,783 355,288 Inventory 202,580 78,206 Deferred rent 27,019 — Charitable contributions 11,277 19,028 R&D credit 438,117 394,981 Lease liabilities 398,689 518,480 Stock compensation 3,069,124 750,449 Deferred tax assets 29,435,863 21,796,967 Less valuation allowance (28,974,378 ) (21,171,967) Total deferred tax assets 461,485 625,000 Fixed assets (16,119 ) (15,222 ) Prepaid expenses (300,125 ) (220,673 ) Right of use asset (145,241 ) (389,105 ) Total deferred tax liabilities (461,485 ) (625,000 ) Deferred tax assets, net $ — $ — A reconciliation of the income tax provision computed at statutory rates to the reported income tax provision for the years ended and 2019 is as follows: Year ended December 31, 2020 2019 Statutory rate 21.0% 21.0 State tax expected (recovery), net of federal benefit 4.2% 6.7 Stock compensation 6.8% —% State tax NOL sale 3.7% —% Nondeductible expenses 0.5% (0.1)% Loss incurred as pass-through —% —% Other 0.1 — Change in valuation allowance for deferred tax assets (31.6)% (27.6)% Provision for income taxes 4.7% —% and 2019 87.2 65.7 U.S. federal losses can be carried forward indefinitely, and state losses expire in various amounts beginning in 2026. The Company also had accumulated losses totaling $3.9 million and $3.5 million in Germany which can be carried forward indefinitely. However, the NOL carryforwards may be, or become subject to, an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state tax provisions. This could limit the amount of NOLs that the Company can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to an ownership change. Subsequent ownership changes may further affect the limitation in future years. If and when the Company utilizes the NOL carryforwards in a future period, it will perform an analysis to determine the effect, if any, of these loss limitation rules on the NOL carryforward balances . As of December 31, 2020, the Company had Federal and NJ research and development credits of $282,801 and $191,863 respectively. The Federal R&D credits can be carried forward 20 years and will begin to expire in 2038. The New Jersey R&D credits can be carried forward seven years Uncertain Tax Positions The Company has adopted certain provisions of ASC 740, “Income Taxes”, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. The provisions also provide guidance on the de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. The Company files income tax returns in the U.S. federal jurisdiction, and in various state and foreign jurisdictions. The Company’s tax returns are subject to tax examinations by U.S. federal and state tax authorities, or examinations by foreign tax authorities until the expiration of the respective statutes of limitation. The Company currently has no tax years under examination. As of , the Company does not have an accrual relating to uncertain tax positions. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. Coronavirus Aid, Relief, and Economic Security Act On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act, the "CARES Act", was enacted and signed into law, and GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act, among other things, includes changes to the tax provisions that benefits business entities and makes certain technical corrections to the 2017 Tax Cuts and Jobs Act, including, permitting net operating losses, or NOLs, carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The CARES Act provides other reliefs and stimulus measures. The Company has evaluated the impact of the CARES Act, and does not expect that any provision of the CARES Act would result in a material cash benefit to the Company or have a material impact on its financial statements or internal controls over financial reporting. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | Note 16. Stock Based Compensation On June 21, 2018, the Company adopted the January 1, 2021, the number of shares reserved under the Plan was increased by 2.0 million to approximately 8.9 million. The Company’s policy is to issue new shares of its common stock upon the exercise of stock options, new grants of restricted stock awards, and settlement of restricted stock units. Stock options issued under the plan have a contractual life of 10 The following table presents stock compensation expense recognized by the Company for the years ended December 31, 2020 and 2019. Total unrecognized compensation cost related to equity awards as of was $5.0 Year ended December 31, 2020 2019 Selling, general and administrative $ 2,360,629 $ 2,703,578 Research and development 831,944 1,146,268 Cost of goods sold 73,738 45,935 Total expense $ 3,266,311 $ 3,895,781 The following table presents a summary of stock option award activity during the year ended December 31, 2020: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2019 3,131,266 $ 8.53 8.9 * Granted 2,019,298 1.33 Exercised — — Cancelled (1,334,979 ) 11.93 Outstanding, December 31, 2020 3,815,585 $ 5.56 8.6 $ — Exercisable, December 31, 2020 1,339,372 $ 9.21 8.0 $ 47,883 * de minimis The intrinsic value is calculated as the difference between the fair market value at December 31, 2020 and the exercise price per share of the stock options. Options awards granted to employees generally vest over a four The following table provides additional information about stock options that are outstanding and exercisable at December 31, 2020: Exercise Price Options Outstanding (number) Options Outstanding Weighted Average Remaining Contractual Life (Years) Options Exercisable (number) $1.40 - $2.50 2,423,235 9.1 468,750 $2.51 - $7.52 347,731 8.2 159,801 $7.53 - $15.00 1,044,619 7.5 710,821 The following table presents a summary of restricted stock award ("RSA" or "RSAs") activity during the year ended December 31, 2020: Number of Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2019 127,505 $ 8.09 Granted — — Vested (79,960 ) 9.97 Cancelled (21,900 ) 9.88 Nonvested, December 31, 2020 25,645 $ 10.07 In general, RSAs granted to employees vest over a four The following table presents a summary of restricted and deferred stock unit (“Unit” or "Units") activity during the year ended December 31, 2020: Number of Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2019 1,241,493 $ 2.86 Granted 732,140 0.91 Vested (690,869 ) 2.31 Cancelled (268,641 ) 2.93 Nonvested, December 31, 2020 1,014,123 $ 1.50 In general, Units granted to employees vest over two Immediately following the Company’s annual meeting of stockholders, the Company generally grants each non-employee director an equity award that vests over a 12-month period. Upon a non-employee director’s initial appointment or election to the board of directors, the Company grants such non-employee director an equity award subject to vesting as determined by the board of directors. Valuation Information for Stock-Based Compensation The fair value of each stock option award granted was estimated on the date of grant using the Black-Scholes model. Expected volatility was based on historical common stock volatility of the Company’s peers. Prior to 2020, expected volatility was based on historical volatility of the Company’s common stock. The weighted average assumptions used in the Black-Scholes option pricing model in valuing stock options granted in the periods presented were: 2020 2019 Fair value at grant date $ 0.98 $ 3.39 Expected volatility 134.2% 95.9% Risk-free interest rate 0.7% 2.1% Expected holding period, in years 6.1 5.9 Dividend yield — — The fair value of RSAs and Units is the market close price of the Company’s common stock on the trading day immediately preceding the date of grant. |
Employee 401(K) Plan
Employee 401(K) Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee 401(K) Plan | Note 17. Employee 401(K) Plan The Company has a defined contribution 401 ximum amounts established by Internal Revenue Code. Employer contributions are discretionary. The maximum Company matching contribution is $0.25 per dollar subject to a limit of 3 % of eligible employee compensation. The Company's expense for contributions to its defined contribution plan totaled $15,600 for 2020. There were no employer contributions for the year ended December 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 18 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 included 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 proceeded 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 The Priewe case was voluntarily dismissed on February 19, 2020. On March 4, 2021, purported stockholder Richard Martz brought a purported stockholder derivative action in the United States District Court for the District of New Jersey. The action is captioned Richard Maltz, derivatively on behalf of electroCore, Inc., vs. Francis R. Amato, et al., Case 3:21-cv-04135. The defendants include present and past directors and officers of the Company. On March 8, 2021, purported stockholder Erin Yuson brought a purported stockholder derivative action in the United States District Court for the District of New Jersey. The action is captioned Erwin Yuson, derivatively on behalf of electroCore, Inc., vs. Francis R. Amato, et al., Case 3:21-cv-04481. The defendants include present and past directors and officers of the Company. 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 judgments or settlements that could adversely affect the Company’s financial condition. The Company expenses associated legal fees in the period 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 62,181 5.68 12.60 5,192 5.68 The warrants issued are shown in the following 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 Purchase Commitments The Company enters into contracts in the normal course of business with contract research organizations for its clinical trials, contract manufacturing organizations for the manufacture and supply of its clinical and commercial product needs and other vendors for other research and development and commercial activities, as well as services and products for operating purposes. The Company’s agreements generally provide for termination with notice. Such agreements that are cancelable contracts are not included as purchase commitments. The Company has included as purchase obligations its commitments under agreements to the extent they are quantifiable and are not cancelable. The Company has purchase obligations of approximate ly $2.3 . |
Restructuring Charges and Other
Restructuring Charges and Other Severance Related Charges | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Charges and Other Severance Related Charges | Note 19. Restructuring Charges and Other Related Charges The following table provides a summary of the Company’s restructuring and other related charges for the years end December 31, 2020 and 2019: Year ended December 31, 2020 2019 Employee separation costs $ 271,164 $ 1,997,292 Payment in lieu of severance 175,000 — Other restructuring costs 18,442 — $ 464,606 $ 1,997,292 As of , $25,000 is payable by the Company in connection with the above described charges. This amount is included under the caption Accrued expenses and other current liabilities in the Company’s Consolidated Balance Sheet as of Restructuring charges On May 29, 2019, the Company announced significant adjustments to the deployment of personnel and resources across the organization. The effort was intended to focus the Company on currently available and near-term revenue opportunities and on clinical programs specifically designed to expand the gammaCore product labeling. To achieve this goal, the Company reduced the size of its organizational structure, including its field sales force and clinical operations. The costs associated with this initiative primarily represent severance and other costs associated with employee terminations, the majority of which have been settled in cash, and totaled approximately $1,050,000. In June 2019, as part of this process, the Company formally communicated the termination of employment to 32 Other Severance Related Charges In January 2020, the Company entered into a separation agreement with a former officer which agreement required an aggregate severance payment of $190,000 over a six-month period. In January 2020, the Company also entered into an agreement with a new employee that requires the unconditional payment of $175,000, in lieu of future severance to be paid in equal monthly installments over a fourteen-month period. On June 10, 2019, Frank Amato, the Company’s former Chief Executive Officer, offered his resignation. The Company entered into a Separation Agreement with Mr. Amato, pursuant to which he remained as Chief Executive Officer and a member of the board until September 30, 2019 (the “Separation Date”). Pursuant to the Separation Agreement, Mr. Amato was paid $800,000 Since Mr. Amato provided substantial se rvices to the Company, the Company recognized all costs related to the Separation Agreement over the period from June 10, 2019 to September 30, 2 019. In connection with the Separation Agreement, the Company recorded a cash charge of $800,000 during the year ended December 31, 2020. Effective July 31, 2019, the Company entered into a Separation Agreement with a former officer. Pursuant to the agreement, a severance payment of $147,500 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20. Subsequent Events Sale of Common Stock and Termination of Purchase Agreement In January 2021, the Company sold 2,750,000 6.9 , 2021, the Company terminated its Purchase Agreement with Lincoln Park . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and the rules and regulations of the Securities and Exchange Commission ("SEC"). |
Principles of Consolidation | (b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of and its wholly owned subsidiaries. ( ) Pty Limited, a VIE for which is the primary beneficiary, is also consolidated with the non-controlled equity presented as non-controlling interest. The VIE has ceased its operations. 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 the 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 valuation of inventory , stock compensation, and contingencies. |
Revenue Recognition | (d) Revenue Recognition T he Company accounts for its revenue transactions under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). In accordance with ASC Topic 606, the Company recognizes revenues when its customers obtain control of its product for an amount that reflects the consideration it expects to receive from its customers in exchange for that product. To determine revenue recognition for contracts that are determined to be in scope of ASC Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when such performance obligation is satisfied. The transaction price is based on the consideration that the Company expects to receive in exchange for its products and includes the fixed per-unit price of the product and variable consideration in the form of trade credits, vouchers, rebates, and co-payment assistance. The per-unit price is based on the Company’s established wholesale acquisition cost less a contractually agreed upon distributor discount with the customer. Trade credits are discounts that are contingent upon a timely remittance of payment and are estimated based on historical experience. Damaged or defective products are replaced at no charge under the Company’s standard warranty. A cash refund is allowed under specific circumstances for undamaged and non-defective returned products. Shipping fees are not billed to the customer and are reflected as part of selling, general, and administrative expenses. |
Cash and Cash Equivalents | (e) Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with a maturity of three months or less when purchased. The Company’s accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per financial institution in the United States, and up to £ 85,000 by the Financial Services Compensation Scheme (“FSCS”) per financial institution in the United Kingdom. |
Marketable Securities | (f) Marketable Securities Marketable securities, all of which are available-for-sale, consist of corporate debt securities, U.S. bonds and U.S. sponsored agencies. Marketable securities are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive income, except for losses from impairments which are determined to be other-than-temporary. Realized gains and losses and declines in value judged to be other-than-temporary are included in the determination of net loss and are included in interest and other income net. Fair values are based on quoted market prices at the reporting date. Interest and dividends on available-for-sale securities are included in Interest and other income. |
Concentration of Credit Risk | (g) Concentration of Credit Risk Cash, cash equivalents and marketable securities are financial instruments that potentially subject the Company to concentration of credit risk. As of December 31, 2020, the Company's cash equivalents and marketable securities were largely comprised of money market funds and U.S. treasury bonds. The Company has established guidelines relative to diversification and maturities that are designed to help ensure safety and liquidity. These guidelines are periodically reviewed to take advantage of trends in yields and interest rates. As of December 31, 2020, approximately 95.8% of the Company’s cash, cash equivalents and marketable securities was denominated in U.S. Dollars, the balance is subject to foreign exchange risk. |
Accounts Receivable | (h) Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. Management considers an account receivable to be past due when it is not settled under its stated terms. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. During the years ended December 31, 2020 and 2019, the Company's allowance for doubtful accounts was immaterial. The Company does not have any off balance sheet credit exposure related to its customers. |
Inventories | (i) Inventories Inventory, which consists of raw materials, work-in-process and finished product, is stated at the lower of cost or net realizable value. Inventory is valued on a first-in first-out basis. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company evaluates inventory with respect to its operating cycle and classifies inventory as current or long-term on its balance sheet. Based upon estimated production needs and current inventory levels, the Company determined the amount of inventory necessary for the next twelve months. Any amounts over this projection are reclassified as Inventories, noncurrent . In addition, the Company’s product is subject to strict quality control and monitoring which the Company performs throughout the manufacturing process. If certain units of product no longer meet quality specification or become obsolete, the Company records a charge to cost of sales sold to write down such unmarketable inventory to zero. |
Property and Equipment | (j) Property and Equipment Property and equipment are stated at historical cost. Depreciation is computed by the straight-line method based on the estimated useful lives of the respective assets, as discussed below. Amounts expended for maintenance and repairs are charged to expense as incurred. Depreciation and leasehold improvement amortization is computed using the following estimated useful lives: Machinery and equipment 3–15 years Leasehold improvements Lesser of estimated useful life or term of lease Furniture and fixtures 5–10 years Computer equipment 5 years |
Leases | (k) Leases The Company determines if an arrangement is a lease at inception. For each lease, the lease term is determined at the commencement date and includes renewal options and termination options when it is reasonably certain that the Company will exercise that option. Operating leases with the lease terms greater than one year are included in operating lease right-of-use (“ROU”) assets and current and long-term operating lease liabilities in the Company’s consolidated balance sheets. Operating lease ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term using an estimated rate of interest the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The operating lease ROU assets are based on the liability adjusted for any prepaid or deferred rent and lease incentives. The incremental borrowing rate was utilized to discount lease payments over the expected term given that the Company’s operating leases do not provide an implicit rate. The Company estimates the incremental borrowing rate to reflect the profile of secured borrowing over the expected term of the leases based on the information available at the later of the date of adoption or the lease commencement date. Rent expense for the operating lease is recognized on a straight-line basis over the lease term. The new lease accounting guidance permits companies to utilize certain practical expedients in their implementation of the new standard. The Company elected this package of practical expedients and was therefore not required to reassess the following upon adoption: (i) whether an expired or existing contract met the definition of a lease; (ii) the lease classification at January 1, 2019 for existing leases; and (iii) whether leasing costs previously capitalized as initial direct costs would continue to be amortized. This allowed the Company to continue to account for its existing office space leases as operating leases. Upon adoption, the Company did not have an adjustment to the opening balance of retained earnings due to the election of these practical expedients . |
Cloud Computing Arrangement | (l) Cloud Computing Arrangement Implementation costs for the Company’s cloud computing arrangement (“CCA”) are capitalized and amortized using the straight-line method over the life of the arrangement. The Company has capitalized implementation costs incurred in implementing its cloud computing arrangements, which is a hosting arrangement that is a service contract per FASB Accounting Standards Update (“ASU”) 2018-15. These costs include p ayroll costs of employees devoting time to the project and external direct costs for materials and services are capitalized. Software maintenance and training costs are expensed in the period in which they are incurred. The capitalized costs are included as a component of other assets. |
Impairment of Long-Lived Assets | (m) Impairment of Long-Lived Assets Long lived assets, such as property, plant, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. |
Stock Based Compensation | (n) Stock-based Compensation The Company accounts for stock-based compensation in accordance with the ASC Topic 718, Compensation – Stock Compensation . The Company estimates the fair value of stock option awards using the Black-Scholes option pricing model on the date of the grant. Restricted stock unit awards and restricted stock awards without a market condition are valued based on the closing price of the Company’s common stock on the date of the grant. Compensation expense reflects actual forfeitures and is primarily recognized on a straight-line basis over the requisite service period of the individual grants, which typically equals the vesting period. |
Income Taxes | (o) Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred taxes are recognized based on the differences between financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company provides a full valuation allowance on substantially all deferred tax assets. The provision for income taxes represents the current state tax payable for the period. The federal tax provision is immaterial given the Company reports losses in all its taxable jurisdictions and is recording a full valuation allowance on the net deferred tax asset. The Company recognizes the effect of an income tax position only if, based on its merits, the position is more likely than not to be sustained on audit by the taxing authorities. Interest and penalties related to uncertain tax positions are recorded as income tax expense. |
Research and Development | (p) Research and Development Research and development costs are expensed as incurred. These costs include, but are not limited to, costs related to clinical trials, and compensation and related overhead for employees and consultants involved in research and development activities. |
Foreign Currency Translations and Transactions | (q) Foreign Currency Translation and Transactions The functional currency of the Company’s international operations has been determined to be the respective local currency. The Company translates functional currency assets and liabilities to their U.S. dollar equivalents at exchange rates in effect at the balance sheet date and translates functional currency income and expense amounts to their U.S. dollar equivalents at average exchange rates for the period. The U.S. dollar affects that arise from changing translation rates are recorded in other comprehensive loss. Foreign currency transaction gains and losses related to assets and liabilities that are denominated in a currency other than the functional currency are reported in the Consolidated Statements of Operations in the period they occur. |
Segment Information | (r) Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business as one |
Recently Adopted Accounting Pronouncements | (s) Recently Adopted Accounting Standards 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 consolidated financial statements. The impact on the consolidated financial statements was immaterial. I n June 2016, the FASB issued ASU 2016 - 13 , Financial Instruments – Credit Losses (Topic 326 ); Measurement of Credit Losses on Financial Instruments, ASU 2016 - 13 changes the impairment model for most financial assets, including trade and other receivables, from an incurred loss method to a new forward looking approach based on expected losses. The new approach includes the consideration of historical experience, current conditions, and reasonable and supportable forecasts. The Company adopted this guidance and determined the impact on the consolidated financial statements was immaterial. |
Recently Accounting Standards Not Yet Adopted | (t) Recently 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment, net | Machinery and equipment 3–15 years Leasehold improvements Lesser of estimated useful life or term of lease Furniture and fixtures 5–10 years Computer equipment 5 years |
Significant Risks and Uncerta_2
Significant Risks and Uncertainties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Risks And Uncertainties [Abstract] | |
Schedule of company's net sales | Years ended December 31, 2020 2019 Revenue channel: Department of Veterans Affairs and Department of Defense 57.9 % 31.1 % National Health Service 29.0 % 26.2 % |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of net sales disaggregated by geographic area | Years ended December 31, 2020 2019 Geographic Market United States $ 2,374,687 $ 1,605,814 United Kingdom 1,051,206 665,627 Germany 53,925 102,427 Other 16,014 16,411 Total Net Sales $ 3,495,832 $ 2,390,279 |
Cash, Cash Equivalents, and Mar
Cash, Cash Equivalents, and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of cash, cash equivalents and marketable securities | As of December 31, 2020 Amortized Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and cash equivalents $ 4,241,937 $ — $ — $ 4,241,937 U.S. Treasury Bonds 18,388,970 — (2,810 ) 18,386,160 Total marketable securities $ 18,388,970 $ — $ (2,810 ) $ 18,386,160 Total cash, cash equivalents and marketable securities $ 22,630,907 $ — $ (2,810 ) $ 22,628,097 As 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) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities carried at fair value | Fair Value Hierarchy December 31, 2020 Total (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents $ 4,241,937 $ 4,241,937 $ — $ — Marketable Securities: U.S. Treasury Bonds 18,386,160 18,386,160 — — Total $ 22,628,097 $ 22,628,097 $ — $ — December 31, 2019 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 $ — $ — |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories stated at lower of cost or market | December 31, 2020 2019 Raw materials $ 1,008,653 $ 1,065,345 Work in process 4,304,415 5,314,763 Finished Goods 428,549 531,064 Total Inventory 5,741,617 6,911,172 Less: noncurrent inventory 4,865,181 6,020,180 Total current inventory $ 876,436 $ 890,992 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of supplemental balance sheet information for operating leases | December 31, 2020 2019 Operating leases: Operating lease right of use assets $ 517,257 $ 1,430,641 Operating lease liabilities: Current portion of operating lease liabilities 534,547 486,445 Noncurrent operating lease liabilities 885,333 1,419,880 Total operating lease liabilities $ 1,419,880 $ 1,906,325 Weighted average remaining lease term (in years) 5.7 5.9 Weighted average discount rate 13.75 % 13.75 % |
Schedule of future minimum lease payments under non-cancellable operating leases | Financial year 2021 $ 786,584 2022 337,254 2023 142,892 2024 146,044 2025 149,700 2026 and thereafter 526,560 Total future minimum lease payments 2,089,034 Less: Amounts representing interest (669,154 ) Total $ 1,419,880 |
Cloud Computing Arrangement (Ta
Cloud Computing Arrangement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Cloud Computing Arrangement [Abstract] | |
Schedule of other assets, net | December 31, 2020 2019 Cloud Computing Arrangement $ 1,222,322 $ 1,222,322 Less: accumulated amortization 423,112 141,037 Cloud Computing Arrangement, net $ 799,210 $ 1,081,285 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of accrued expenses | December 31, 2020 2019 Accrued professional fees $ 270,543 $ 1,255,494 Accrued bonuses 1,424,878 804,082 Other employee related expenses 371,033 836,754 Other 734,366 441,049 $ 2,800,820 $ 3,337,379 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Common Stock Equivalents Excluded from Computation of Diluted Loss per Share | December 31, 2020 2019 Outstanding stock options 3,815,585 3,131,266 Nonvested restricted stock and unit awards 1,039,768 1,368,998 Stock purchase warrants 715,199 715,199 5,570,552 5,215,463 |
Schedule of stock purchase warrants outstanding | # of Warrants Exercise Price Expiration Date 8,576 $8.86 4/1/2021 429,948 $12.60 6/24/2021 59,731 $12.60 6/24/2021 22,253 $5.68 3/30/2022 17,066 $12.60 6/30/2022 151,364 $12.60 8/18/2022 14,286 $12.60 8/31/2022 11,975 $15.30 12/22/2025 715,199 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of before provision for income taxes domestic and foreign | December 31, 2020 December 31, 2019 Domestic $ (23,706,566 ) $ (43,661,897 ) Foreign (975,373 ) (1,468,287 ) Total $ (24,681,940 ) $ (45,130,184 ) |
Schedule of income tax provision from continuing operations | December 31, 2020 December 31, 2019 Federal $ — $ — State (1,170,890 ) 7,712 Foreign — 9,987 Total current (1,170,890 ) 17,699 Total deferred — — Total income tax (benefit) expense $ (1,170,890 ) $ 17,699 |
Schedule of deferred income tax assets and liabilities | Year ended December 31, 2020 2019 Deferred tax assets Net operating loss carryforwards $ 24,319,202 $ 18,883,686 Accrued expenses 540,072 796,849 Intangibles 429,783 355,288 Inventory 202,580 78,206 Deferred rent 27,019 — Charitable contributions 11,277 19,028 R&D credit 438,117 394,981 Lease liabilities 398,689 518,480 Stock compensation 3,069,124 750,449 Deferred tax assets 29,435,863 21,796,967 Less valuation allowance (28,974,378 ) (21,171,967) Total deferred tax assets 461,485 625,000 Fixed assets (16,119 ) (15,222 ) Prepaid expenses (300,125 ) (220,673 ) Right of use asset (145,241 ) (389,105 ) Total deferred tax liabilities (461,485 ) (625,000 ) Deferred tax assets, net $ — $ — |
Schedule of income tax provision computed at statutory rates | Year ended December 31, 2020 2019 Statutory rate 21.0% 21.0 State tax expected (recovery), net of federal benefit 4.2% 6.7 Stock compensation 6.8% —% State tax NOL sale 3.7% —% Nondeductible expenses 0.5% (0.1)% Loss incurred as pass-through —% —% Other 0.1 — Change in valuation allowance for deferred tax assets (31.6)% (27.6)% Provision for income taxes 4.7% —% |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Recognized Stock Compensation for Equity Awards | Year ended December 31, 2020 2019 Selling, general and administrative $ 2,360,629 $ 2,703,578 Research and development 831,944 1,146,268 Cost of goods sold 73,738 45,935 Total expense $ 3,266,311 $ 3,895,781 |
Schedule of stock options granted | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2019 3,131,266 $ 8.53 8.9 * Granted 2,019,298 1.33 Exercised — — Cancelled (1,334,979 ) 11.93 Outstanding, December 31, 2020 3,815,585 $ 5.56 8.6 $ — Exercisable, December 31, 2020 1,339,372 $ 9.21 8.0 $ 47,883 * de minimis |
Schedule of additional information about stock options | Exercise Price Options Outstanding (number) Options Outstanding Weighted Average Remaining Contractual Life (Years) Options Exercisable (number) $1.40 - $2.50 2,423,235 9.1 468,750 $2.51 - $7.52 347,731 8.2 159,801 $7.53 - $15.00 1,044,619 7.5 710,821 |
Schedule of restricted stock awards granted | Number of Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2019 127,505 $ 8.09 Granted — — Vested (79,960 ) 9.97 Cancelled (21,900 ) 9.88 Nonvested, December 31, 2020 25,645 $ 10.07 |
Schedule of restricted stock and deferred stock units granted | Number of Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2019 1,241,493 $ 2.86 Granted 732,140 0.91 Vested (690,869 ) 2.31 Cancelled (268,641 ) 2.93 Nonvested, December 31, 2020 1,014,123 $ 1.50 |
Schedule of weighted average assumptions used in valuing plans | 2020 2019 Fair value at grant date $ 0.98 $ 3.39 Expected volatility 134.2% 95.9% Risk-free interest rate 0.7% 2.1% Expected holding period, in years 6.1 5.9 Dividend yield — — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 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 |
Restructuring Charges and Oth_2
Restructuring Charges and Other Related Charges (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Schedule of restructuring and other related charges | Year ended December 31, 2020 2019 Employee separation costs $ 271,164 $ 1,997,292 Payment in lieu of severance 175,000 — Other restructuring costs 18,442 — $ 464,606 $ 1,997,292 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2020EUR (€) | Dec. 31, 2019Segments | Dec. 31, 2020USD ($) | |
Accounting Policies [Line Items] | |||
Revenue performance obligation, description of payment terms | Trade credits are discounts that are contingent upon a timely remittance of payment and are estimated based on historical experience. Damaged or defective products are replaced at no charge under the Company’s standard warranty. A cash refund is allowed under specific circumstances for undamaged and non-defective returned products. | ||
Number of operating segment | Segments | 1 | ||
United States | |||
Accounting Policies [Line Items] | |||
Cash payment for FDIC | $ | $ 250,000 | ||
United Kingdom | |||
Accounting Policies [Line Items] | |||
Cash payment for FDIC | € | € 85,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | |
Leasehold improvements | Lesser of estimated useful life or term of lease |
Machinery and equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Machinery and equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 15 years |
Furniture and fixtures | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture and fixtures | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 10 years |
Computer equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Significant Risks and Uncerta_3
Significant Risks and Uncertainties - Schedule of company's net sales (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Defined Benefit Plans Disclosures [Table] | ||
Revenue, percentage | 95.80% | |
Department of Veterans Affairs and Department of Defense [Member] | ||
Schedule of Defined Benefit Plans Disclosures [Table] | ||
Revenue, percentage | 57.90% | 31.10% |
National Health Service [Member] | ||
Schedule of Defined Benefit Plans Disclosures [Table] | ||
Revenue, percentage | 29.00% | 26.20% |
Significant Risks and Uncerta_4
Significant Risks and Uncertainties - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)Channels | Dec. 31, 2019USD ($) | |
Risks And Uncertainties [Line Items] | ||
Net losses | $ 23.5 | $ 45,100,000 |
Accumulated deficit | 107 | |
Value of shares issued | $ 45,560 | $ 29,835 |
Concentration risk percentage | 95.80% | |
Number of channels | Channels | 2 | |
Net Sales [Member] | ||
Risks And Uncertainties [Line Items] | ||
Concentration risk percentage | 10.00% | |
Channel One [Member] | ||
Risks And Uncertainties [Line Items] | ||
Concentration risk percentage | 10.00% | |
Channel One [Member] | Net Sales [Member] | ||
Risks And Uncertainties [Line Items] | ||
Concentration risk percentage | 86.90% | |
Channel Two [Member] | ||
Risks And Uncertainties [Line Items] | ||
Concentration risk percentage | 10.00% | 10.00% |
Channel Two [Member] | Net Sales [Member] | ||
Risks And Uncertainties [Line Items] | ||
Concentration risk percentage | 57.30% | |
VA/DOD Facilities [Member] | ||
Risks And Uncertainties [Line Items] | ||
Concentration risk percentage | 50.00% |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Net Sales Disaggregated by Geographic Area (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||
Total Net Sales | $ 3,495,832 | $ 2,390,279 |
United States | ||
Disaggregation Of Revenue [Line Items] | ||
Total Net Sales | 2,374,687 | 1,605,814 |
United Kingdom | ||
Disaggregation Of Revenue [Line Items] | ||
Total Net Sales | 1,051,206 | 665,627 |
Germany | ||
Disaggregation Of Revenue [Line Items] | ||
Total Net Sales | 53,925 | 102,427 |
Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total Net Sales | $ 16,014 | $ 16,411 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2020 | Mar. 01, 2020 | Feb. 28, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue remaining unsatisfied performance obligation | $ 0 | |||
Maximum amount of reduction in monthly co-payments of each prescription | $ 100 | |||
Payment term for customers | 120 days | |||
Maximum | ||||
Disaggregation Of Revenue [Line Items] | ||||
Amount of reduction patients could receive from cost of co-payments of first month of therapy | $ 300 | |||
Amount of reduction from the cost of each refill for maximum of 12 months | $ 250 |
Cash, Cash Equivalents, and M_2
Cash, Cash Equivalents, and Marketable Securities - Summary of Cash, Cash Equivalents, and Marketable Securities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents, Amortized Cost | $ 4,241,937 | $ 13,564,252 |
Cash and cash equivalents, Unrealized Gain | ||
Cash and cash equivalents, Unrealized (Loss) | (461) | |
Cash and cash equivalents | 4,241,937 | 13,563,791 |
Marketable securities, Amortized Cost | 18,388,970 | 10,494,539 |
Marketable securities, Unrealized Gain | 811 | |
Marketable securities, Unrealized (Loss) | (2,810) | |
Marketable securities, Fair Value | 18,386,160 | 10,495,350 |
Cash, cash equivalents and marketable securities, Amortized Cost | 22,630,907 | 24,058,791 |
Cash, cash equivalents and marketable securities, Unrealized Gain | 811 | |
Cash, cash equivalents and marketable securities, Unrealized (Loss) | (2,810) | (461) |
Cash, cash equivalents and marketable securities, Fair Value | 22,628,097 | 24,059,141 |
U.S. Treasury Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities, Amortized Cost | 18,388,970 | 10,494,539 |
Marketable securities, Unrealized Gain | 811 | |
Marketable securities, Unrealized (Loss) | (2,810) | |
Marketable securities, Fair Value | 18,386,160 | 10,495,350 |
Cash, cash equivalents and marketable securities, Fair Value | $ 18,386,160 | $ 10,495,350 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Carried at Fair Value (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 4,241,937 | $ 13,563,791 |
Marketable Securities | 22,628,097 | 24,059,141 |
U.S. Treasury Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 18,386,160 | 10,495,350 |
(Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 4,241,937 | 13,563,791 |
Marketable Securities | 22,628,097 | 24,059,141 |
(Level 1) | U.S. Treasury Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 18,386,160 | 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 |
Inventory - (Details)
Inventory - (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,008,653 | $ 1,065,345 |
Work in process | 4,304,415 | 5,314,763 |
Finished Goods | 428,549 | 531,064 |
Total Inventory | 5,741,617 | 6,911,172 |
Inventories, noncurrent | 4,865,181 | 6,020,180 |
Total current inventory | $ 876,436 | $ 890,992 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | ||
Noncurrent inventory raw materials | $ 700,000 | $ 1,000,000 |
Noncurrent inventory work in process | 4,200,000 | 5,000,000 |
Inventory Valuation and Obsolescence [Member] | ||
Inventory [Line Items] | ||
Inventory raw materials | $ 721,462 | $ 287,544 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 | |
Lessee Lease Description [Line Items] | |||
Right of use assets recognized for leases | $ 517,257 | $ 1,430,641 | |
Lease liabilities | $ 1,419,880 | 1,906,325 | $ 4,200,000 |
Effective date | Jan. 1, 2019 | ||
Remaining lease term | 12 months or less | ||
Lease, term of contract | 3 years | ||
Lease option to extend | up to an additional five years | ||
Percentage of incremental borrowing rate | 13.75% | ||
Lessee, operating lease, incremental borrowing rate | 9.75% | ||
Recognized lease expenses | $ 573,046 | 787,952 | |
Operating lease right of use assets, net | $ 517,257 | $ 1,430,641 | |
Minimum | |||
Lessee Lease Description [Line Items] | |||
Lease, term of contract | 1 year | ||
Maximum | |||
Lessee Lease Description [Line Items] | |||
Lease, term of contract | 4 years | ||
Lessee, operating lease, extension term | 5 years | ||
Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Right of use assets recognized for leases | 3,900,000 | ||
Operating lease right of use assets, net | $ 3,900,000 | ||
Net Book Value [Member] | |||
Lessee Lease Description [Line Items] | |||
Right of use assets recognized for leases | $ 534,493 | ||
Related asset balance | 23,050 | ||
Operating lease right of use assets, net | $ 534,493 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information for Operating Leases (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Operating leases: | |||
Operating lease right of use assets, net | $ 517,257 | $ 1,430,641 | |
Current portion of operating lease liabilities | 534,547 | 486,445 | |
Noncurrent operating lease liabilities | 885,333 | 1,419,880 | |
Total operating lease liabilities | $ 1,419,880 | $ 1,906,325 | $ 4,200,000 |
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 - Future Minimum Lease P
Leases - Future Minimum Lease Payments under Non-Cancellable Operating Leases (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Leases [Abstract] | |||
2021 | $ 786,584 | ||
2022 | 337,254 | ||
2023 | 142,892 | ||
2024 | 146,044 | ||
2025 | 149,700 | ||
2026 and thereafter | 526,560 | ||
Total future minimum lease payments | 2,089,034 | ||
Less: Amounts representing interest | (669,154) | ||
Total | $ 1,419,880 | $ 1,906,325 | $ 4,200,000 |
Cloud Computing Arrangement - A
Cloud Computing Arrangement - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cloud Computing Arrangement [Abstract] | ||
Amortization of deferred costs | $ 282,075 | $ 141,037 |
Lease, term of contract | 3 years |
Cloud Computing Arrangement - S
Cloud Computing Arrangement - Schedule of Other assets, net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cloud Computing Arrangement [Abstract] | ||
Cloud Computing Arrangement | $ 1,222,322 | $ 1,222,322 |
Less: accumulated amortization | 423,112 | 141,037 |
Cloud Computing Arrangement, net | $ 799,210 | $ 1,081,285 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities Current [Abstract] | ||
Accrued professional fees | $ 270,543 | $ 1,255,494 |
Accrued bonuses | 1,424,878 | 804,082 |
Other employee related expenses | 371,033 | 836,754 |
Other accrued expenses | 734,366 | 441,049 |
Accrued expenses | $ 2,800,820 | $ 3,337,379 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) | May 04, 2020 | Jul. 31, 2020 | Jul. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Notes Payable [Line Items] | |||||
Proceeds from borrowings | $ 1,200,000 | $ 807,347 | |||
Debt instrument, term | 7 months | 7 months | |||
Debt instrument, annual interest rate | 2.18% | ||||
Notes payable remaining balance | $ 476,236 | $ 111,878 | |||
Interest expense | 341 | 3,457 | |||
Debt Instrument, Maturity Date | Feb. 2, 2023 | ||||
Notes Payable | $ 164,800 | ||||
Current liability | 311,604 | ||||
Noncurrent liability | 1,097,946 | ||||
Proceeds from note issued | 2,558,360 | $ 807,347 | |||
Promissory Notes | Citibank N A [Member] | Paycheck Protection Program [Member] | |||||
Notes Payable [Line Items] | |||||
Debt instrument, annual interest rate | 1.00% | ||||
Proceeds from note issued | $ 1,400,000 | ||||
Notes Payable | |||||
Notes Payable [Line Items] | |||||
Debt instrument, annual interest rate | 2.99% | ||||
Interest expense | 8,339 | ||||
Notes Payable | $ 164,832 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | May 14, 2020 | Apr. 14, 2020 | May 18, 2020 | Dec. 31, 2020 | Mar. 27, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||
Common stock, shares issued | 45,559,765 | 29,835,183 | ||||
Value of shares issued | $ 45,560 | $ 29,835 | ||||
Aggregate number of shares issued | 2,058,822 | |||||
Stock Purchase Agreement | Lincoln Park | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares issued | 10,179,676 | 461,676 | ||||
Value of shares issued | $ 5,000,000 | |||||
Fair value of common stock shares issued | $ 186,300 | |||||
Aggregate proceeds | 15,500,000 | |||||
Aggregate proceeds from sale of common stock | 9,500,000 | |||||
Additional commitment shares issued on pro-rata | 230,838 | |||||
First SPA | ||||||
Class of Stock [Line Items] | ||||||
Aggregate number of shares issued | 1,750,000 | |||||
Shares issued. price per share | $ 0.85 | |||||
Second SPA | ||||||
Class of Stock [Line Items] | ||||||
Shares issued. price per share | $ 0.99 | |||||
Issuance of stock, shares | 1,564,345 | |||||
Non-cash charge | $ 156,434 | |||||
Third SPA | ||||||
Class of Stock [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 | |||||
Maximum | Stock Purchase Agreement | Lincoln Park | ||||||
Class of Stock [Line Items] | ||||||
Value of shares issued | $ 25,000,000 |
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 | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 5,570,552 | 5,215,463 |
Outstanding stock options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,815,585 | 3,131,266 |
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 | 1,039,768 | 1,368,998 |
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 |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of stock purchase warrants outstanding (Details 2) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants | $ 715,199 |
Exercise Price 8.86 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants | $ 8,576 |
Exercise Price | $ / shares | $ 8.86 |
Expiration Date | Apr. 1, 2021 |
Exercise Price 12.60 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants | $ 429,948 |
Exercise Price | $ / shares | $ 12.60 |
Expiration Date | Jun. 24, 2021 |
Exercise Price 12.60 One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants | $ 59,731 |
Exercise Price | $ / shares | $ 12.60 |
Expiration Date | Jun. 24, 2021 |
Exercise Price 5.68 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants | $ 22,253 |
Exercise Price | $ / shares | $ 5.68 |
Expiration Date | Mar. 30, 2022 |
Exercise Price 12.60 Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants | $ 17,066 |
Exercise Price | $ / shares | $ 12.60 |
Expiration Date | Jun. 30, 2022 |
Exercise Price 12.60 Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants | $ 151,364 |
Exercise Price | $ / shares | $ 12.60 |
Expiration Date | Aug. 18, 2022 |
Exercise Price 12.60 Four [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants | $ 14,286 |
Exercise Price | $ / shares | $ 12.60 |
Expiration Date | Aug. 31, 2022 |
Exercise Price 15.30 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants | $ 11,975 |
Exercise Price | $ / shares | $ 15.30 |
Expiration Date | Dec. 22, 2025 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Details) - ElectroCore (Aust) Pty Limited | 12 Months Ended |
Dec. 31, 2020Directors | |
Variable Interest Entity [Line Items] | |
Variable interest entity ownership percentage | 50.00% |
Number of directors | 2 |
Number of directors appoint | 4 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 27, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | |||
Net change in valuation allowance | $ 7,800,000 | ||
Period for cumulative change in ownership | 3 years | ||
Cumulative change in ownership percentage | 50.00% | ||
Federal research and development | $ 282,801 | ||
NJ research and development | 191,863 | ||
Taxable income offset, percentage | 100.00% | ||
United States | |||
Income Tax Disclosure [Line Items] | |||
Accumulated non-capital losses | 87,200,000 | $ 65,700,000 | |
Germany | |||
Income Tax Disclosure [Line Items] | |||
Accumulated non-capital losses | $ 3,900,000 | $ 3,500,000 | |
Federal R&D credits [Member] | |||
Income Tax Disclosure [Line Items] | |||
Research and development credits carried forward years | 20 years | ||
New Jersey R&D credits [Member] | |||
Income Tax Disclosure [Line Items] | |||
Research and development credits carried forward years | 7 years |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Provision For Income Taxes Domestic and Foreign (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (23,706,566) | $ (43,661,897) |
Foreign | (975,373) | (1,468,287) |
Loss before income taxes | $ (24,681,940) | $ (45,130,184) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision From Continuing Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | (1,170,890) | 7,712 |
Foreign | 9,987 | |
Total current | (1,170,890) | 17,699 |
Total deferred | ||
Total income tax expense/(benefit) | $ (1,170,890) | $ 17,699 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 24,319,202 | $ 18,883,686 |
Accrued expenses | 540,072 | 796,849 |
Intangibles | 429,783 | 355,288 |
Inventory | 202,580 | 78,206 |
Deferred rent | 27,019 | |
Charitable contributions | 11,277 | 19,028 |
R&D credit | 438,117 | 394,981 |
Lease liabilities | 398,689 | 518,480 |
Stock compensation | 3,069,124 | 750,449 |
Deferred tax assets | 29,435,863 | 21,796,967 |
Less valuation allowance | (28,974,378) | (21,171,967) |
Total deferred tax assets | 461,485 | 625,000 |
Fixed assets | (16,119) | (15,222) |
Prepaid expenses | (300,125) | (220,673) |
Right of use asset | (145,241) | (389,105) |
Total deferred tax liabilities | (461,485) | (625,000) |
Deferred tax assets, net |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Provision Computed at Statutory Rates (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | 21.00% | 21.00% |
State tax expected (recovery), net of federal benefit | 4.20% | 6.70% |
Stock compensation | 6.80% | |
State tax NOL sale | 3.70% | |
Nondeductible expenses | 0.50% | (0.10%) |
Loss incurred as pass-through | ||
Other | 0.10% | |
Change in valuation allowance for deferred tax assets | (31.60%) | (27.60%) |
Provision for income taxes | 4.70% |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) - $ / shares | Dec. 31, 2019 | Jan. 31, 2019 |
Debt Instrument [Line Items] | ||
Warrants to purchase common stock | 5,192 | |
Exercise price of warrants | $ 5.68 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 21, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of units, granted | 2,019,298 | |||
Options initial exercise price | $ 5.56 | $ 8.53 | ||
Vesting period | 4 years | |||
Stock compensation expense | $ 3,266,311 | $ 3,895,781 | ||
Unrecognized compensation cost related to equity awards | $ 5,000,000 | |||
Unrecognized compensation expected to be recognized | 2 years 3 months 18 days | |||
Selling General And Administrative Expenses | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock compensation expense | $ 2,360,629 | 2,703,578 | ||
Research and Development Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock compensation expense | 831,944 | 1,146,268 | ||
Cost of goods Sold | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock compensation expense | $ 73,738 | $ 45,935 | ||
Non-employee Director | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 12 months | |||
2018 Omnibus Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares reserved for future issuance | 6,200,000 | |||
Maximum number of shares issuable under the plan, in proportion to common stock, percentage | 4.00% | |||
Maximum number additional shares allowed under the plan | 45,000,000 | |||
Maximum number additional shares allowed pursuant to exercise of stock options under the plan | 40,000,000 | |||
Stock options, contractual life | 10 years | |||
2018 Omnibus Equity Incentive Plan | Maximum | Subsequent Event | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares reserved for future issuance | 8.9 | |||
2018 Omnibus Equity Incentive Plan | Minimum | Subsequent Event | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares reserved for future issuance | 2 | |||
Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Stock Units | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Stock Units | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 2 years |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Recognized Stock Compensation for Equity Awards (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total expense | $ 3,266,311 | $ 3,895,781 |
Selling, general and administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total expense | 2,360,629 | 2,703,578 |
Research and development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total expense | 831,944 | 1,146,268 |
Cost of goods Sold | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total expense | $ 73,738 | $ 45,935 |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Stock Options Granted Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options, Outstanding, December 31, 2019 | 3,131,266 | |
Number of Options, Granted | 2,019,298 | |
Number of Options, Exercised | ||
Number of Options, Cancelled | (1,334,979) | |
Number of Options, Outstanding, December 31, 2020 | 3,815,585 | 3,131,266 |
Number of Options, Exercisable, December 31, 2020 | 1,339,372 | |
Weighted Average Exercise Price, Outstanding, December 31, 2019 | $ 8.53 | |
Weighted Average Exercise Price, Granted | 1.33 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Cancelled | 11.93 | |
Weighted Average Exercise Price, Outstanding, December 31, 2020 | 5.56 | $ 8.53 |
Weighted Average Exercise Price, Exercisable, December 31, 2020 | $ 9.21 | |
Weighted Average Remaining Contractual Term (Years) | 8 years 7 months 6 days | 8 years 10 months 24 days |
Weighted Average Remaining Contractual Term (Years), Exercisable, December 31, 2019 | 8 years | |
Aggregate Intrinsic Value, Outstanding | ||
Aggregate Intrinsic Value, Exercisable, December 31, 2019 | $ 47,883 |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary of Additional Information about Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding | 3,815,585 | 3,131,266 |
Weighted Average Remaining Contractual Term (Years) | 8 years 7 months 6 days | 8 years 10 months 24 days |
Options Exercisable | 1,339,372 | |
Exercise Price $1.40 - $2.50 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise Price | $ 1.40 | |
Exercise Price | $ 2.50 | |
Options Outstanding | 2,423,235 | |
Weighted Average Remaining Contractual Term (Years) | 9 years 1 month 6 days | |
Options Exercisable | 468,750 | |
Exercise Price $2.51 - $7.52 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise Price | $ 2.51 | |
Exercise Price | $ 7.52 | |
Options Outstanding | 347,731 | |
Weighted Average Remaining Contractual Term (Years) | 8 years 2 months 12 days | |
Options Exercisable | 159,801 | |
Exercise Price $7.53 - $15.00 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise Price | $ 7.53 | |
Exercise Price | $ 15 | |
Options Outstanding | 1,044,619 | |
Weighted Average Remaining Contractual Term (Years) | 7 years 6 months | |
Options Exercisable | 710,821 |
Stock Based Compensation - Su_4
Stock Based Compensation - Summary of Restricted Stock Awards Granted Activity (Details) - Restricted Stock Awards | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Nonvested, December 31, 2019 | shares | 127,505 |
Number of Shares, Granted | shares | |
Number of Shares, Vested | shares | (79,960) |
Number of Shares, Cancelled | shares | (21,900) |
Number of Shares, Nonvested, December 31, 2020 | shares | 25,645 |
Weighted Average Grand Date Fair Value, Nonvested, December 31, 2019 | $ / shares | $ 8.09 |
Weighted Average Grand Date Fair Value, Granted | $ / shares | |
Weighted Average Grand Date Fair Value, Vested | $ / shares | 9.97 |
Weighted Average Grand Date Fair Value, Cancelled | $ / shares | 9.88 |
Weighted Average Grand Date Fair Value, Nonvested, December 31, 2020 | $ / shares | $ 10.07 |
Stock Based Compensation - Su_5
Stock Based Compensation - Summary of Restricted Stock and Deferred Stock Units Granted Activity (Details) - Stock Units | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Nonvested, December 31, 2019 | shares | 1,241,493 |
Number of Shares, Granted | shares | 732,140 |
Number of Shares, Vested | shares | (690,869) |
Number of Shares, Cancelled | shares | (268,641) |
Number of Shares, Nonvested, December 31, 2020 | shares | 1,014,123 |
Weighted Average Grand Date Fair Value, Nonvested, December 31, 2019 | $ / shares | $ 2.86 |
Weighted Average Grand Date Fair Value, Granted | $ / shares | 0.91 |
Weighted Average Grand Date Fair Value, Vested | $ / shares | 2.31 |
Weighted Average Grand Date Fair Value, Cancelled | $ / shares | 2.93 |
Weighted Average Grand Date Fair Value, Nonvested, December 31, 2020 | $ / shares | $ 1.50 |
Stock Based Compensation - Su_6
Stock Based Compensation - Summary of Weighted Average Assumptions Used in Valuing Plans (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value at grant date | $ 0.98 | $ 3.39 |
Expected volatility | 134.20% | 95.90% |
Risk-free interest rate | 0.70% | 2.10% |
Expected holding period, in years | 6 years 1 month 6 days | 5 years 10 months 24 days |
Dividend yield |
Employee 401(K) Plan (Details)
Employee 401(K) Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | ||
Employer contributions | $ 15,600 | $ 0 |
Eligible employee compensation, percentage | 3.00% | |
Maximum company matching contribution | $ 0.25 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | ||
Jan. 31, 2019USD ($)Dispute$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019$ / shares | |
Class Of Warrant Or Right [Line Items] | |||
Purchase obligations | $ | $ 2,300,000 | ||
Warrants to purchase common stock | 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) - $ / shares | Dec. 31, 2019 | Jan. 31, 2019 |
Class Of Warrant Or Right [Line Items] | ||
Exercise Price | $ 5.68 | |
Warrant One | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 8,576 | |
Exercise Price | $ 8.86 | |
Expiration Date | Apr. 1, 2021 | |
Warrant Two | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 22,253 | |
Exercise Price | $ 5.68 | |
Expiration Date | Mar. 30, 2022 | |
Warrant Three | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 17,066 | |
Exercise Price | $ 12.60 | |
Expiration Date | Jun. 30, 2022 | |
Warrant Four | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 14,286 | |
Exercise Price | $ 12.60 | |
Expiration Date | Aug. 31, 2022 |
Restructuring Charges and Oth_3
Restructuring Charges and Other Severance Related Charges - Additional Information (Details) | Jan. 31, 2020USD ($) | Oct. 01, 2019USD ($) | Jul. 31, 2019USD ($) | Jun. 30, 2019Employee | May 29, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Restructuring Cost And Reserve [Line Items] | |||||||
Number of employees terminated | Employee | 32 | ||||||
Aggregate severance payment | $ 271,164 | $ 1,997,292 | |||||
Amount payable in connection with restructuring charges | 25,000 | ||||||
New Employee | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Aggregate severance payment | $ 175,000 | ||||||
Employee Severance | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Severance and other costs settled in cash | $ 1,050,000 | ||||||
Employee Severance | Frank Amato | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Aggregate severance payment | $ 800,000 | ||||||
Restructuring charge including accelerated stock-based compensation expense | $ 800,000 | ||||||
Employee Severance | Former Officer | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Aggregate severance payment | $ 147,500 | ||||||
Employee Severance | New Employee | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Aggregate severance payment | $ 190,000 |
Restructuring Charges and Oth_4
Restructuring Charges and Other Related Charges - Summary of Restructuring and Other Related Charges (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||
Employee separation costs | $ 271,164 | $ 1,997,292 |
Payment in lieu of severance | 175,000 | |
Other restructuring costs | 18,442 | |
Restructuring and other related charges | $ 464,606 | $ 1,997,292 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||
Value of shares issued | $ 45,560 | $ 29,835 | |
Common stock, shares issued | 45,559,765 | 29,835,183 | |
Stock Purchase Agreement | Subsequent Event | Lincoln Park | |||
Subsequent Event [Line Items] | |||
Value of shares issued | $ 6,900,000 | ||
Common stock, shares issued | 2,750,000 |