Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 26, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
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 | 29,959,565 | ||
Entity Public Float | $ 45,501,518 | ||
Entity File Number | 001-38538 | ||
Entity Tax Identification Number | 20-3454976 | ||
Entity Address, Address Line One | 150 Allen Road | ||
Entity Address, Address Line Two | Suite 201 | ||
Entity Address, City or Town | Basking Ridge | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07920 | ||
City Area Code | 973 | ||
Local Phone Number | 290-0097 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, Par Value $0.001 Per Share | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Portions of the Registrant’s Definitive Proxy Statement relating to the 2020 Annual Meeting of Stockholders, which will be filed with the Securities Exchange Commission within 120 days after the end of the Registrant’s fiscal year ended December 31, 2019, are incorporated by reference into Part III of this Report. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 13,563,791 | $ 7,600,284 |
Marketable securities | 10,495,350 | 60,963,087 |
Accounts receivable | 496,140 | 267,599 |
Inventories, net | 890,992 | 1,949,402 |
Prepaid expenses and other current assets | 1,087,111 | 1,918,164 |
Total current assets | 26,533,384 | 72,698,536 |
Inventories, noncurrent | 6,020,180 | |
Property and equipment, net | 345,236 | 380,904 |
Operating lease right of use assets | 1,430,641 | |
Other assets | 1,132,238 | 424,896 |
Total assets | 35,461,679 | 73,504,336 |
Current liabilities: | ||
Accounts payable | 5,208,979 | 2,698,902 |
Accrued expenses | 3,337,379 | 4,374,101 |
Note payable | 111,878 | |
Current portion of operating lease liability | 486,445 | |
Total current liabilities | 9,144,681 | 7,073,003 |
Deferred rent | 245,632 | |
Operating lease liabilities | 1,419,880 | |
Total liabilities | 10,564,561 | 7,318,635 |
Commitments and contingencies (Note 20) | ||
Common Stock, par value $0.001 per share; 500,000,000 shares authorized at December 31, 2019 and December 31, 2018; 29,835,183 shares issued and outstanding at December 31, 2019, and 29,450,035 shares issued and outstanding at December 31, 2018 | 29,835 | 29,450 |
Additional paid-in capital | 107,752,066 | 103,791,013 |
Accumulated deficit | (83,479,098) | (38,331,215) |
Accumulated other comprehensive (loss)/income | (41,295) | 60,843 |
Total stockholders' equity | 24,261,508 | 65,550,091 |
Noncontrolling interest | 635,610 | 635,610 |
Total equity | 24,897,118 | 66,185,701 |
Total liabilities and stockholders' equity | $ 35,461,679 | $ 73,504,336 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 29,835,183 | 29,450,035 |
Common stock, shares outstanding | 29,835,183 | 29,450,035 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net sales | $ 2,390,279 | $ 992,953 |
Cost of goods sold | 1,156,957 | 578,743 |
Gross profit | 1,233,322 | 414,210 |
Operating expenses: | ||
Research and development | 9,902,254 | 12,466,172 |
Selling, general and administrative | 35,422,301 | 42,501,562 |
Restructuring and other severance related charges | 1,997,292 | |
Total operating expenses | 47,321,847 | 54,967,734 |
Loss from operations | (46,088,525) | (54,553,524) |
Other (income)/expense | ||
Change in fair value of warrant liability | 1,870,923 | |
Interest and other income, net | (970,594) | (1,006,332) |
Other expense | 12,253 | 344,909 |
Total other (income)/expense | (958,341) | 1,209,500 |
Loss before income taxes | (45,130,184) | (55,763,024) |
Provision for income taxes | 17,699 | 2,431 |
Net loss from operations | (45,147,883) | (55,765,455) |
Less: Net income attributable to noncontrolling interest | 55,005 | |
Net loss attributable to Electrocore subsidiaries and affiliate | $ (45,147,883) | $ (55,820,460) |
Net loss per share of common stock - Basic and Diluted (see Note 13) | $ (1.54) | $ (1.19) |
Weighted average and potential common shares outstanding - Basic and Diluted (see Note 13) | 29,379,975 | 29,261,943 |
Electrocore, LLC | ||
Other (income)/expense | ||
Net loss from operations | $ (21,063,332) | |
Net loss attributable to Electrocore subsidiaries and affiliate | (21,118,337) | |
ElectroCore, Inc | ||
Other (income)/expense | ||
Net loss from operations | (34,702,123) | |
Net loss attributable to Electrocore subsidiaries and affiliate | $ (45,147,883) | $ (34,702,123) |
Net loss per share of common stock - Basic and Diluted (see Note 13) | $ 1.19 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net loss from operations | $ (45,147,883) | $ (55,765,455) |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustment | (145,418) | 3,259 |
Amount reclassed from accumulated other comprehensive loss | 11,024 | |
Unrealized gain(loss) on marketable securities, net of taxes as applicable | 43,280 | (33,653) |
Other comprehensive loss | (102,138) | (19,370) |
Comprehensive loss | (45,250,021) | (55,784,825) |
Less: Comprehensive income attributable to noncontrolling interest | 5,085 | |
Comprehensive loss attributable to Electrocore LLC and electroCore, Inc., subsidiaries and affiliates | (45,250,021) | (55,789,910) |
Electrocore, LLC | ||
Net loss from operations | (21,063,332) | |
Other comprehensive (loss) income: | ||
Comprehensive loss attributable to Electrocore LLC and electroCore, Inc., subsidiaries and affiliates | (21,118,056) | |
ElectroCore, Inc | ||
Net loss from operations | (34,702,123) | |
Other comprehensive (loss) income: | ||
Comprehensive loss attributable to Electrocore LLC and electroCore, Inc., subsidiaries and affiliates | $ (45,250,021) | $ (34,671,854) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity and Members' Deficit - USD ($) | Total | Electrocore, LLC | ElectroCore, Inc | Conversion of Series A Preferred Units | Conversion of Series B Preferred Units | Series A Preferred Units | Series A Preferred UnitsConversion of Series A Preferred Units | Series B Preferred Units | Series B Preferred UnitsConversion of Series B Preferred Units | Common Units | Common UnitsConversion of Member Common Units | Common Stock | Common StockConversion of Series A Preferred Units | Common StockConversion of Series B Preferred Units | Common StockConversion of Member Common Units | Common StockSeries A Preferred Units | Common StockSeries B Preferred Units | Common StockCommon Units | Common StockProfits Interests | Additional Paid-in Capital | Additional Paid-in CapitalConversion of Series A Preferred Units | Additional Paid-in CapitalConversion of Series B Preferred Units | Additional Paid-in CapitalConversion of Member Common Units | Accumulated Deficit | Accumulated DeficitElectrocore, LLC | Accumulated DeficitElectroCore, Inc | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Electrocore, LLC | (Deficit)/Equity attributable to Electrocore LLC and electroCore, Inc. subsidiaries and affiliate | (Deficit)/Equity attributable to Electrocore LLC and electroCore, Inc. subsidiaries and affiliateElectrocore, LLC | (Deficit)/Equity attributable to Electrocore LLC and electroCore, Inc. subsidiaries and affiliateElectroCore, Inc | (Deficit)/Equity attributable to Electrocore LLC and electroCore, Inc. subsidiaries and affiliateConversion of Series A Preferred Units | (Deficit)/Equity attributable to Electrocore LLC and electroCore, Inc. subsidiaries and affiliateConversion of Series B Preferred Units | Noncontrolling Interest | Noncontrolling InterestElectrocore, LLC |
Balances, beginning of period at Dec. 31, 2017 | $ (89,467,556) | $ 40,180,619 | $ 22,596,485 | $ (152,928,928) | $ 80,213 | $ (90,071,611) | $ 604,055 | ||||||||||||||||||||||||||||
Convertible Preferred Units, beginning of period, shares at Dec. 31, 2017 | 70,918,506 | 105,186,020 | |||||||||||||||||||||||||||||||||
Convertible Preferred Units Value, beginning of period at Dec. 31, 2017 | $ 53,518,463 | $ 68,755,544 | |||||||||||||||||||||||||||||||||
Common Units, beginning of period, shares at Dec. 31, 2017 | 218,982,140 | ||||||||||||||||||||||||||||||||||
Net loss | (55,765,455) | $ (21,063,332) | $ (34,702,123) | $ (21,118,337) | $ (34,702,123) | $ (5,085) | $ (21,123,422) | $ (34,702,123) | $ 60,090 | ||||||||||||||||||||||||||
Reclass of accumulated deficit to APIC | (174,047,265) | 174,047,265 | |||||||||||||||||||||||||||||||||
Other comprehensive income | (19,370) | (14,285) | (14,285) | (5,085) | |||||||||||||||||||||||||||||||
Conversion of units to common stock | 1,345 | $ 53,518,463 | $ 68,755,544 | $ (68,755,544) | $ (40,180,619) | $ 3,940 | $ 5,844 | $ 12,099 | $ 1,345 | $ 53,514,523 | $ 68,749,700 | $ 40,168,520 | 1,345 | $ 53,518,463 | $ 68,755,544 | ||||||||||||||||||||
Temporary equity conversion of units to common stock, shares | (70,918,506) | (105,186,020) | |||||||||||||||||||||||||||||||||
Temporary equity conversion of units to common stock | $ (53,518,463) | ||||||||||||||||||||||||||||||||||
Conversion of units to common stock, shares | (218,982,140) | 3,939,917 | 5,843,668 | 12,099,280 | 1,345,231 | ||||||||||||||||||||||||||||||
Stock dividend issued to Series A preferred holders | $ 242 | 3,628,850 | (3,629,092) | ||||||||||||||||||||||||||||||||
Stock dividend issued to Series A preferred holders, shares | 241,939 | ||||||||||||||||||||||||||||||||||
Common stock issued related to initial public offering | 89,698,655 | $ 5,980 | 89,692,675 | 89,698,655 | |||||||||||||||||||||||||||||||
Common stock issued related to initial public offering, shares | 5,980,000 | ||||||||||||||||||||||||||||||||||
Issuance costs related to initial public offering | (12,222,438) | (12,222,438) | (12,222,438) | ||||||||||||||||||||||||||||||||
Reclass of warrant liability to equity | 4,110,467 | 4,110,467 | 4,110,467 | ||||||||||||||||||||||||||||||||
Noncontrolling interest distributions | (23,450) | (23,450) | |||||||||||||||||||||||||||||||||
Stock and Unit-based compensation | 7,599,496 | 7,599,496 | 7,599,496 | ||||||||||||||||||||||||||||||||
Balances, end of period at Dec. 31, 2018 | $ 66,185,701 | $ 29,450 | 103,791,013 | (38,331,215) | 60,843 | 65,550,091 | 635,610 | ||||||||||||||||||||||||||||
Balances, end of period, shares at Dec. 31, 2018 | 29,450,035 | 29,450,035 | |||||||||||||||||||||||||||||||||
Convertible Preferred Units Value, beginning of period at Jun. 20, 2018 | $ 54,923,430 | ||||||||||||||||||||||||||||||||||
Conversion of units to common stock, shares | 23,470,035 | 4,181,856 | 5,843,668 | 12,099,280 | 1,345,231 | ||||||||||||||||||||||||||||||
Balances, end of period at Dec. 31, 2019 | $ 24,897,118 | ||||||||||||||||||||||||||||||||||
Balances, end of period, shares at Dec. 31, 2019 | 29,835,183 | 29,835,183 | |||||||||||||||||||||||||||||||||
Balances, end of period at Dec. 31, 2019 | $ 24,897,118 | $ 29,835 | 107,752,066 | (83,479,098) | (41,295) | 24,261,508 | 635,610 | ||||||||||||||||||||||||||||
Common Stock, beginning of period, shares at Dec. 31, 2018 | 29,450,035 | 29,450,035 | |||||||||||||||||||||||||||||||||
Net loss | $ (45,147,883) | (45,147,883) | (45,147,883) | ||||||||||||||||||||||||||||||||
Other comprehensive income | (102,138) | (102,138) | (102,138) | ||||||||||||||||||||||||||||||||
Conversion of units to common stock, shares | 1,345,231 | ||||||||||||||||||||||||||||||||||
Issuance of warrants in lawsuit settlement | 16,692 | 16,692 | 16,692 | ||||||||||||||||||||||||||||||||
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 and Unit-based compensation | 3,895,781 | 3,895,781 | 3,895,781 | ||||||||||||||||||||||||||||||||
Balances, end of period at Dec. 31, 2019 | $ 24,897,118 | ||||||||||||||||||||||||||||||||||
Balances, end of period, shares at Dec. 31, 2019 | 29,835,183 | 29,835,183 | |||||||||||||||||||||||||||||||||
Balances, end of period at Dec. 31, 2019 | $ 24,897,118 | $ 29,835 | $ 107,752,066 | $ (83,479,098) | $ (41,295) | $ 24,261,508 | $ 635,610 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss from operations | $ (45,147,883) | $ (55,765,455) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrants and embedded derivative | 1,870,923 | |
Stock based compensation | 3,895,781 | 7,599,496 |
Depreciation and amortization | 249,583 | 66,663 |
Amortization of marketable securities discount | (530,104) | (497,267) |
Cloud computing arrangement implementation costs | (1,114,568) | (107,754) |
Noncash lease expense, net | 57,780 | |
Noncash portion of litigation settlement | 16,692 | |
Other | 76,279 | 12,136 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (228,541) | (164,390) |
Inventories | (4,961,770) | (1,621,615) |
Prepaid expenses and other assets | 859,204 | (1,347,410) |
Accounts payable | 2,797,727 | 1,858,519 |
Accrued expense and other current liabilities | (1,036,721) | 1,047,059 |
Deferred rent | (61,254) | |
Net cash used in operating activities | (45,066,541) | (47,110,349) |
Cash flows from investing activities: | ||
Purchase of marketable securities | (37,224,879) | (81,058,590) |
Proceeds from maturities of marketable securities | 88,266,000 | 44,509,684 |
Purchases of property and equipment | (69,675) | (278,921) |
Net cash provided by (used in) investing activities | 50,971,446 | (36,827,827) |
Cash flows from financing activities: | ||
Proceeds from note issued | 807,347 | |
Repayments of note issued | (695,469) | |
Sale of common stock, net of related expenses | 78,334,457 | |
Proceeds from shares issued in connection with employee stock purchase plan | 48,965 | |
Net cash provided by financing activities | 160,843 | 78,334,457 |
Effect of changes in exchange rates on cash and cash equivalents | (102,241) | (20,191) |
Net increase (decrease) in cash and cash equivalents | 5,963,507 | (5,623,910) |
Cash and cash equivalents – beginning of period | 7,600,284 | 13,224,194 |
Cash and cash equivalents – end of period | 13,563,791 | 7,600,284 |
Supplemental schedule of noncash financing activity: | ||
Reclass of warrant liability to additional paid in capital | 4,110,467 | |
Reclass of deferred financing costs to additional paid in capital | 856,985 | |
Stock dividend distribution in connection with IPO | 3,629,092 | |
Capitalized cloud computing arrangement costs included in accounts payable and accrued expenses | 287,650 | |
Cash paid during the year for: | ||
Income taxes paid | 29,542 | 45,641 |
Interest paid | $ 3,457 | |
Series A Preferred Units | ||
Supplemental schedule of noncash financing activity: | ||
Equity converted to common stock | 53,518,463 | |
Series B Preferred Units | ||
Supplemental schedule of noncash financing activity: | ||
Equity converted to common stock | 68,755,544 | |
Common Units | ||
Supplemental schedule of noncash financing activity: | ||
Equity converted to common stock | $ 40,180,619 |
Business
Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Business | Note 1. Business Company Overview electroCore, Inc. (“electroCore” or the “Company”) is engaged the commercialization and patient administered non-invasive Vagus Stimulation and focus currently primary (migraine headache). electroCore, headquartered in New Jersey, has wholly owned subsidiaries that include: electroCore Germany GmbH, and electroCore UK Ltd. The Company’s subsidiary, electroCore Bermuda, Ltd. was dissolved in October 2019. In addition, an affiliate, electroCore (Aust) Pty Limited, 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. In January 2018, the U.S. Food and Drug Administration ("FDA") released 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 released 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 501(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 501(k) clearance for an expanded label for gammaCore nVNS therapy for the preventive treatment of migraine headache in adult patients. Corporate Conversion and Initial Public Offering Effective June 21, 2018, the Company converted into a Delaware corporation pursuant to a statutory conversion and changed its name to electroCore, Inc. Previously, the Company operated as a Delaware limited liability company under the name Electrocore, LLC. As a result of the corporate conversion, the holders of the different series of units of Electrocore, LLC, or Units, became holders of common stock and options to purchase common stock of electroCore, Inc. Warrants to purchase Units were converted to warrants to purchase common stock of electroCore, Inc. The number of shares of common stock, options to purchase common stock, and warrants to purchase common stock that holders of Units and warrants to purchase Units were entitled to receive in the corporate conversion was determined in accordance with a plan of conversion that was based upon the terms of the Third Amended and Restated Limited Liability Company Agreement, dated November 21, 2017 (the “Operating Agreement”), and varied depending on which class and series of Units a holder owned, and the terms of the applicable warrants. See Note 14 - Corporate Conversion and Equity. In June 2018, the Company completed its initial public offering ("IPO") and issued 5,980,000 shares of common stock, including the underwriter’s exercise of their right to purchase additional shares, at an initial offering price to the public of $15.00. The Company received net proceeds from the IPO of approximately $77.5 million, after deducting underwriting discounts and commissions and offering costs of approximately $12.2 million. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies ( a) Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). (b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of electroCore and its wholly owned subsidiaries. electroCore (Aust) Pty Limited, a VIE for which electroCore is the primary beneficiary, is also consolidated with the non-controlled equity presented as non-controlling interest. All intercompany balances and transactions have been eliminated in consolidation. (c) Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 the useful lives of fixed assets; allowances for doubtful accounts and sales returns; valuation of inventory, property and equipment, warrants and derivative instruments, stock compensation, and contingencies. (d) Revenue Recognition The 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. (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. The Company periodically invests its cash in corporate debt securities, U.S. bonds, and U.S. sponsored agencies and municipal bonds with strong credit ratings. 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. (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. The Company does not have any off balance sheet credit exposure related to its customers. The Company controls its exposure to credit risk through credit analysis and approvals, credit limits, and monitoring procedures. Collateral is generally not required for the Company’s accounts receivables. Management believes the credit risk is limited. (i) Inventories Inventory, which consists of raw materials, work-in-process and finished product, is stated at the lower of cost and 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. Leasehold improvements are amortized over the lesser of the lease terms or the estimated useful lives of the assets. 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 Lease term 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) 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. (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 In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share Based Payment Accounting Compensation – Stock Compensation (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 operating segment. (s) Recently Adopted Accounting Pronouncements In February 2016, the FASB established Topic 842, Leases by issuing ASU No. 2016-02 which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No 2018-10, Codification Improvements to Topic 842, Leases, and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating. At January 1, 2019, the Company recognized Lease ROU Assets and Lease Liabilities, principally for its office space leases, in which it is the lessee, on the Consolidated Balance Sheets. (See Note 9. Leases) (t) Recently Accounting Pronouncements Not Yet Adopted In 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 and certain other instruments. For trade and other receivables, the Company will be required to use a new forward looking “expected loss” model that will replace the current “incurred loss” model and generally will result in the earlier recognition for losses. The Company is required to adjust this new guidance effective January 1, 2020. The Company is reviewing the pronouncement of the new standard and currently does not expect a material effect on its consolidated financial statements. |
Significant Risks and Uncertain
Significant Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2019 | |
Risks And Uncertainties [Abstract] | |
Significant Risks and Uncertainties | Note 3. Significant Risks and Uncertainties 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, increases market acceptance of its gammaCore therapy for the acute treatment of episodic cluster headache, or eCH, the prevention of cluster headache, and the preventive and acute treatment of migraine, and fund its research and development activities. The Company has never been profitable and has incurred net losses in each year since its inception. The Company incurred net losses of $45.1 million and $55.8 million for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, its accumulated deficit was $83.5 million. The Company’s expected cash requirements for 2020 and beyond are based on the commercialization 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 potential adverse impact on its business from the COVID-19 pandemic. 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 to the end of 2020. 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 our activities and, ultimately, potentially cease operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Even if the Company is not required to curtail its activities sooner, its ability to execute its operating plan beyond 2020 depends on its ability to increase revenue, reduce operating expenses and obtain additional funding through the sale of equity and or debt securities, a strategic transaction or otherwise. There is no assurance that the Company will generate sufficient funding through its operating results or sale of securities, raising substantial doubt about the Company’s ability to continue as a going concern within one year of the date these financial statements are issued. The accompanying financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | Note 4. Revenue Recognition Geographical Market Net Sales The following table presents net sales disaggregated by geographic area: Year ended December 31, 2019 2018 Geographic Market United States $ 1,605,814 $ 619,772 United Kingdom 665,627 300,091 Germany 102,427 53,784 Other 16,411 19,306 Total Net Sales $ 2,390,279 $ 992,953 Performance Obligations Revenue, net of distribution 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, 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. Any reserves based on estimated rebates with private payers was determined to be immaterial. Trade credits are discounts that are contingent upon a timely remittance of payment and are estimated based on historical experience. From February 2018 to mid-July 2018, the Company had a voucher program under which vouchers were issued to physicians to provide new patients with free therapy (i.e., one gammaCore device) by delivering non-voucher units for free therapy. The transaction price of the non-voucher units redeemed and estimated to be redeemed was recognized as contra-revenue. The cost to produce these units, in addition to any processing fees, are included as promotional expenses in selling, general, and administrative expense. After mid-July 2018, the Company modified its voucher program to provide its distributor with gammaCore and gammaCore Sapphire promotional units at no charge (“voucher units”). The voucher units have a distinct product item number to be used for the voucher program. The costs to produce these voucher units given to patients under the voucher program are recognized in promotional expense. In October 2018, the Company launched its Partners for Coverage In addition, 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 from the cost of co-payments for the first month of therapy and a reduction of up to $250 from the cost of each refill for a maximum of 12 months. For the years ended December 31, 2019 and 2018, net sales reflect a reduction for the reduced cost of therapy under the co-payment assistance program. The calculation of the accrual is based on an estimate of claims and the cost per claim that the Company expects to incur associated with inventory that exists in the distribution channel at period end. Effective March 1, 2020, the amount of monthly co-payment assistance has been reduced to a maximum of $100 per prescription. 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 Company generally invoices the customer and recognizes revenue once its performance obligations are satisfied, at which point payment is unconditional. Accordingly, under ASC 606, the Company’s contracts with customers did not give rise to contract assets or liabilities during the year ended December 31, 2019 and 2018. Agreed upon payment terms with customers are within 120 days of shipment. Accordingly, contracts with customers do not include a significant financing component. The Company earns a significant amount of its revenue in the U.S. from the Veterans Administration and Department of Defense pursuant to its qualifying contract under the Federal Supply Schedule and open market sales to individual VA facilities and in the U.K. under the National Health Service. |
Cash, Cash Equivalents and Mark
Cash, Cash Equivalents and Marketable Securities | 12 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019 and 2018. 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 As of December 31, 2018 Amortized Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and cash equivalents $ 7,600,284 $ — $ — $ 7,600,284 Corporate Debt Securities $ 18,961,145 $ — $ (25,888 ) $ 18,935,257 Commercial Paper 6,970,867 — (4,927 ) 6,965,940 U.S. Treasury Bonds 35,074,005 — (12,115 ) 35,061,890 Total marketable securities $ 61,006,017 $ — $ (42,930 ) $ 60,963,087 Total cash, cash equivalents and marketable securities $ 68,606,301 $ — $ (42,930 ) $ 68,563,371 The Company’s U.S. treasury bonds mature within one year. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 Total (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents $ 13,563,791 $ 13,563,791 $ — $ — Marketable Securities: U.S. Treasury Bonds 10,495,350 10,495,350 — — Total $ 24,059,141 $ 24,059,141 $ — $ — December 31, 2018 Assets Cash and cash equivalents $ 7,600,284 $ 7,600,284 $ — $ — Marketable Securities: Corporate Debt Securities 18,935,257 18,935,257 — — Commercial Paper 6,965,940 6,965,940 — — U.S. Treasury Bonds 35,061,890 35,061,890 — — Total $ 68,563,371 $ 68,563,371 $ — $ — 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 December 31, 2019 and 2018. 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, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 7. Inventory As of December 31, 2019 and 2018, inventories consisted of the following: December 31, 2019 2018 Raw materials $ 1,065,345 $ 821,704 Work in process 5,314,763 951,695 Finished Goods 531,064 176,003 Total Inventory 6,911,172 1,949,402 Less: noncurrent inventory 6,020,180 — Total current inventory $ 890,992 $ 1,949,402 As of December 31, 2019, the Company reserved $287,544 for obsolete inventory. As of December 31, 2018, the Company determined that raw materials of $147,450 became obsolete due to the development of new product technology. The 2019 charge was recorded in cost of goods sold, and the 2018 charge was recorded in selling, general, and administrative expense. Noncurrent inventory is comprised of approximately $1 million of raw materials and $5 million of work in process. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 8. Property and Equipment, Net Property and equipment, net, as of December 31, 2019 and 2018 consisted of the following: December 31. 2019 2018 Machinery and equipment $ 393,154 $ 424,146 Furniture and fixture 310,820 286,268 Computer equipment and software 20,783 20,783 Leasehold improvements 8,880 — Property and equipment - gross 733,637 731,197 Less: accumulated depreciation (388,401 ) (350,293 ) Property and equipment, net $ 345,236 $ 380,904 During the year ended December 31, 2019, $70,639 of fully depreciated laboratory and production equipment, and office furniture were written off. During the year ended December 31, 2018, $295,384 of fully depreciated assets in the Company’s Bermuda subsidiary and Australian affiliate were written off. Depreciation expense for the years ended December 31, 2019 and 2018 was $108,546 and $66,663, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 9. 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 $3.9 million of right of use assets for leases for office, manufacturing and warehouse space and office equipment. The Company also recognized $4.2 million for lease liabilities. The Company has 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 three to five years, some of which include options to extend the leases for up to an additional five years. For the leases for the office space in Basking Ridge New Jersey and the manufacturing and warehouse space in Rockaway New Jersey, the Company recognized the options to renew the leases as part of the right of use asset and the lease liability as the Company deemed that the renewal options were reasonably certain to be exercised. 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 is 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. 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, 2019 and 2018, the Company recognized lease expense of $787,952 and $496,055, respectively. This expense does not include non-lease components associated with the lease agreements as the Company elected not to include such charges as part of the lease expense. The tables below provide the details of the right of use assets and lease liabilities: Supplemental Balance Sheet Information for Operating Leases: December 31, 2019 Operating leases: Operating lease right of use assets $ 1,430,641 Operating lease liabilities: Current portion of operating lease liabilities 486,445 Noncurrent operating lease liabilities 1,419,880 Total operating lease liabilities $ 1,906,325 Weighted average remaining lease term (in years) 5.9 Weighted average discount rate 13.75 % Supplemental Statement of Cash Flows Information for Operating Leases: For the year ended December 31, 2019 Noncash lease expense 315,458 Change in operating lease liabilities (257,678 ) Future minimum lease payments under non-cancellable operating leases as of December 31, 2019: Financial year 2020 $ 712,076 2021 690,358 2022 337,254 2023 142,892 2024 146,044 2025 and thereafter 676,260 Total future minimum lease payments 2,704,884 Less: Amounts representing interest (798,559 ) Total $ 1,906,325 Total lease expense, in accordance with the superseded lease standard was $496,055 for 2018. Future minimum lease payments under non-cancellable operating leases as of December 31, 2018 were as follows: Financial year 2019 $ 576,743 2020 714,616 2021 692,893 2022 737,324 2023 and thereafter 3,696,796 Total $ 6,418,372 |
Cloud Computing Arrangement
Cloud Computing Arrangement | 12 Months Ended |
Dec. 31, 2019 | |
Cloud Computing Arrangement [Abstract] | |
Cloud Computing Arrangement | Note 10. 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 Company capitalized $826,918 in CCA costs for the year ended December 31, 2019 and $395,404 in 2018. 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 incurred. 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, 2019 were $141,037. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Note 11. Accrued Expenses Accrued expenses as of December 31, 2019 and 2018 consisted of the following: December 31, 2019 2018 Accrued professional fees $ 1,255,494 $ 1,273,249 Accrued bonuses 804,082 2,152,264 Other accrued expenses 1,277,803 948,588 $ 3,337,379 $ 4,374,101 |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable [Abstract] | |
Note Payable | Note 12. Note Payable On July 1, 2019, 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 $807,347, with a seven-month term, and an annual interest rate of 2.99%. The proceeds from this transaction were used to partially fund the premiums due under some of the Company’s insurance policies. The amounts payable are secured by the Company’s rights under such policies. At December 31, 2019, the remaining balance is $111,878 and during the year ended December 31, 2019, the Company recognized $3,457 in interest expense. The balance was fully paid as of January 2020. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
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 available to electroCore, Inc. by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss available to electroCore, Inc. by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities. Restricted stock awards and units, and stock options have not been included in the diluted loss per share calculation as their inclusion would have had an anti-dilutive effect. As described in Note 14, Corporate Conversion and Equity, on June 21, 2018, electroCore, Inc. completed a Corporate Conversion as well as its initial public offering to, among other things, provide for a single class of common stock of electroCore, Inc., in exchange for the previous convertible preferred units and common units of the Company. This conversion changed the relative ownership of electroCore, Inc. such that retroactive application of the conversion to periods prior to the IPO for the purposes of calculating loss per share would not be meaningful. Net loss attributable to electroCore, Inc. subsidiaries and affiliate for the year ended December 31, 2018 of $1.19 per share includes the loss attributable to the period June 21, 2018 to December 31, 2018 and is based on the number of days in which the shares were outstanding during the period June 21, 2018 to December 31, 2018. The potential common stock equivalents that have been excluded from the computation of diluted loss per share consist of the following: December 31, 2019 2018 Outstanding stock options 3,131,266 2,228,904 Nonvested restricted stock and unit awards 1,368,998 265,569 Stock purchase warrants 62,181 — |
Corporate Conversion and Equity
Corporate Conversion and Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Corporate Conversion and Equity | Note 14. Corporate Conversion and Equity On June 21, 2018, the Company completed the Corporate Conversion. Pursuant to the certificate of incorporation effected in connection with the Corporate Conversion, the Company’s authorized capital stock consists of 500 million shares of common stock, par value $0.001 per share and 10 million shares of preferred stock, par value $0.001 per share. As a result of this conversion and related initial public offering, 29,450,035 shares of common stock and zero shares of preferred stock were issued. On June 22, 2018, the common stock began trading on the Nasdaq Global Market under the symbol “ECOR”. Prior to the Corporate Conversion of the Company, the Operating Agreement permitted the issuance of four classes of Units - Series A Preferred Units, Series B Preferred Units, Series B-1 Preferred Units and Common Units. Except as otherwise provided in the Operating Agreement, each member was entitled to one vote for each Unit held and the Units of all classes and series voted together as a single class on all matters (on an as converted to common unit basis). Upon the Corporate Conversion, all Units were converted into an aggregate of 23,470,035 shares of common stock and options to purchase 2,141,748 shares of common stock as follows : • holders of Common Units, other than Common Units that were originally issued as “profits interests” (as such term is used for purposes of the Internal Revenue Code) (“Profits Interests”) received an aggregate of 12,099,280 shares of common stock; • holders of Series A Preferred Units received an aggregate of 4,181,856 shares of common stock, which included 241,939 shares of common stock as payment in full of the approximately $3.6 million accrued and unpaid preferred return that was payable in respect of the Series A Preferred Units; • holders of Series B Preferred Units received an aggregate of 5,843,668 shares of common stock; • holders of Profits Interests received an aggregate of 1,345,231 shares of common stock; and • holders of Profits Interests who were employees or consultants at the time of the corporate conversion received options to purchase an aggregate of 2,141,748 shares of common stock, with an exercise price of $15.00 which was equal to the initial public offering price. Additionally, upon the conversion, the accumulated deficit of Electrocore LLC, subsidiaries and affiliates was reclassed to additional paid in capital in accordance with SEC SAB Topic 4B. Series A Preferred Units The Series A Preferred Units were entitled to a preference on distributions, ahead of the Common Units but behind Series B Preferred Units, in the amount of $54,923,430 plus the Series A Preferred Return (as described below), as of June 20, 2018. The Series A Preferred Units were entitled to a return in an annual non-compounded amount with respect to each outstanding Series A Preferred Unit equal to the product of the Series A Preferred Return Percentage and the Series A Unreturned Capital Value for each Unit, which accrued to the extent not paid. The Series A Preferred Return Percentage was 4% and could be reduced to 2% if certain requirements were met as outlined in the amended and restated Operating Agreement. Upon an IPO, the payment of the Series A Preferred Return was at the sole discretion of the Board of Managers. As of June 20, 2018, the Series A Preferred Return payable, following the 2017 amendments to the Operating Agreement, upon a public offering of the Company’s common stock was fixed at $3,629,092. This amount was paid with the issuance of 241,939 shares of common stock upon the IPO. The Series A Preferred Units were converted into common stock mandatorily immediately prior to the initial public offering as outlined in the amended and restated Operating Agreement, and then subject to a 1:18 stock conversion. As of December 31, 2018, there were no outstanding warrants to purchase Series A Preferred Units, except for warrants to purchase in the aggregate 221,766 Series A Preferred Units issued in connection with the December 2015 term loan (which was repaid and/or converted into equity in 2016) and as compensation to one of the financial advisors. In connection with the IPO, these outstanding Series A warrants by their terms converted into warrants to purchase in the aggregate 12,321 shares of common stock at an exercise price of $15.30 per share. Series B Preferred Units In 2017, the Company entered into a Series B Preferred Unit Purchase Agreement with multiple investors, including Core Ventures II, LLC and Merck Global Health Innovation Fund. Under the terms of the Purchase Agreement, as amended, through December 31, 2017, the Company received cash proceeds of $46,911,300 and converted $26,718,910 of outstanding promissory notes (the “Bridge Notes”) and related accrued and unpaid interest for an aggregate amount of $73,630,210 (inclusive of amounts mentioned in Note 17 related to conversion of Bridge Notes and related accrued and unpaid interest) through the sale of Series B Preferred Units at an initial closing and several additional closings. Each Series B Preferred Unit was converted into one Common Unit mandatorily upon the occurrence of the Corporate Conversion as outlined in the amended and restated Operating Agreement, and then subject to an 1:18 stock conversion pursuant to the terms of the plan of conversion for the Corporate Conversion. In connection with all Series B Preferred Unit closings, the Company issued warrants for the purchase of 35,452,084 Common Units at an exercise price of $1.25 per Unit, which expired unexercised upon the closing of the IPO. The Company also issued warrants to advisors for the purchase of 2,724,549 common units at an exercise price of $0.70 per Unit. The Company also issued 72,000 warrants to purchase common units with an exercise price of $1.25 per Unit, which expired upon the closing of the IPO. The fair value of these warrants to purchase common units were recorded within additional-paid-in-capital. In connection with the Corporate Conversion, the 2,724,549 warrants issued to advisors were converted to warrants to purchase 151,364 shares of common stock at an exercise price of $12.60 per share of common stock. As of June 21, 2018, the Series B warrants that were issued to purchasers of the Bridge Notes were converted to (i) warrants to purchase 429,948 shares of common stock at an exercise price of $12.60 per share (see Note 17) and (ii) the Series B Preferred warrants that were issued to financial advisors were converted into warrants to purchase 101,119 shares of common stock at an exercise price of $12.60 per share. |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2019 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entity | Note 15. Variable Interest Entity As discussed in Note 1, electroCore is the primary beneficiary of electroCore (Aust) Pty Limited. electroCore has contributed certain intellectual property rights, all rights to distribute, market and sell specified products in Australia and New Zealand, and other rights outlined in the shareholders’ deed of electroCore (Aust) Pty Limited in return for 50% of the shares of such entity. In addition, electroCore can also appoint two of the four directors and can exercise significant influence. This along with the fact that electroCore is electroCore (Aust) Pty Limited’s only supplier causes electroCore, for accounting purposes, to be the primary beneficiary of electroCore (Aust) Pty Limited. The activities related to electroCore (Aust) Pty Limited are not material to the consolidated financial statements. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16. Income Taxes The provision for income taxes for the years ended December 31, 2019 and 2018 related to foreign taxes and state minimum taxes. The Company has incurred operating losses since inception in the US. Prior to the Corporate Conversion on June 21, 2018, the Company was a limited liability company in the United States, which is treated as a flow-through entity for Federal and state income tax purposes. Accordingly, the Company was not subject to U.S. income taxes until its conversion. 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. A reconciliation of the income tax provision computed at statutory rates to the reported income tax provision for the years ended December 31, 2019 and 2018 is as follows: Year ended December 31, 2019 2018 Statutory rate 21.0% 21.0% State tax expected (recovery), net of federal benefit 6.7% 2.6% Nondeductible expenses (0.13)% (2.9)% Loss incurred as pass-through —% (7.9)% Change in valuation allowance for deferred tax assets (27.6)% (12.8)% Provision for income taxes (0.04)% —% The net change in the valuation allowance was an increase of $12.4 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, 2019 2018 Deferred tax assets Net operating loss carryforwards $ 18,883,686 $ 7,578,570 Accrued expenses 796,849 735,910 Intangibles 355,288 290,098 Inventory 78,206 66,935 Deferred rent — 65,574 Charitable contributions 19,028 10,602 R&D credit 394,981 — Lease liabilities 518,480 — Stock compensation 750,449 — Deferred tax assets 21,796,967 8,747,689 Less valuation allowance (21,171,967 ) (8,722,389 ) Total deferred tax assets 625,000 25,300 Fixed assets (15,222 ) (25,300 ) Prepaid expenses (220,673 ) — Right of use asset (389,105 ) — Total deferred tax liabilities (625,000 ) (25,300 ) Deferred tax assets, net $ — $ — As of December 31, 2019 and 2018, the Company had accumulated non-capital losses totaling $3.5 and $3.7 million, respectively, in Germany which can be carried forward indefinitely, and net operating losses of $65.7 and $24.6 million respectively, in the U.S. (federal and state), which may be available to carry forward and offset future years’ taxable income. U.S. federal losses can be carried forward indefinitely, and state losses expire in various amounts beginning in 2026. 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 . Domestic and foreign components of loss before provision for income taxes is as follows: December 31, 2019 December 31, 2018 Domestic $ (43,661,897 ) $ (55,268,310 ) Foreign (1,468,287 ) (494,714 ) Total $ (45,130,184 ) $ (55,763,024 ) The income tax provision from continuing operations contains the following components: December 31, 2019 December 31, 2018 Federal $ — $ — State $ 7,712 $ 2,431 Foreign $ 9,987 $ — Total current 17,699 2,431 Total deferred — — Total income tax expense/(benefit) $ 17,699 $ 2,431 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 December 31, 2019, 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. |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Warrant Liability | Note 17. Warrant Liability During the period ended June 30, 2017, the Company issued bridge notes together with associated warrants (“Bridge Note Warrants”). Since the Bridge Note Warrants entitled the holders to purchase securities in the qualified equity round at the purchase price payable for the related equity securities, the exercise price of the warrants was undetermined at the time of their issuance. Also, because the terms of redemption of the Series B Preferred Units were unknown at the time of their issuance as well as the deemed liquidation terms, the warrant liability was recorded at fair value and marked to market. The valuation of the warrant liability was determined using Level 3 inputs. In connection with the bridge note closings, at the time of the qualified equity round, the Company issued 7,739,092 Bridge Note Warrants all of which were outstanding as of March 31, 2018. At the time of the Corporate Conversion, these warrants were converted to warrants to purchase 429,948 shares of common stock at an exercise price of $12.60 and were reclassified to equity upon the determination that they no longer met the criteria to be classified as liabilities. |
Stock Compensation and Unit-Bas
Stock Compensation and Unit-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Compensation and Unit-Based Compensation | Note 18. Stock Compensation and Unit-Based Compensation The issuance of common stock and options to purchase common stock to prior holders of Profits Interests in connection with the Corporate Conversion was accounted for as a type-1 modification of the old awards. Under the previous LLC structure, in connection with employment and service provider agreements, the Company granted Units that constitute profits interests for income tax purposes to grantees pursuant to Unit Forfeiture Agreements, subject to certain restrictions defined in each such agreement. The Company maintained a Unit award account for each of the grantees. Generally, the Units vested 25% on the one-year anniversary of the employment start date or agreement date and the balance ratably per quarter thereafter over an additional three-year period. After the restrictions lapsed, the grantees became fully vested in such Units. In 2018, the Company granted 19,447,218 Units to its employees, of which 110,354 were forfeited immediately prior to the Corporate Conversion. In connection with the Corporate Conversion, 62,765,605 Units (outstanding immediately prior to the IPO) were converted, in the aggregate, into (i) 1,345,231 shares of common stock, and (ii) with respect to Units held by current employees and consultants at the time of the conversion, options to purchase 2,141,748 shares of electroCore, Inc. common stock at an exercise price of $15.00 per share. The number of shares of common stock and the number of options issued for the outstanding units were determined based upon the appreciation in value of the Company after the date of Unit grant through the completion of the IPO. The number of shares of common stock issued for each Unit (the "Conversion Shares") was equal to (x) the percentage of the capital account balance associated with such Unit as it related to the total value of the Company at the IPO pre-money valuation, divided by (y) the percentage interest in the Company represented by such Unit based on the total outstanding Units in the Company immediately prior to the IPO, multiplied by (z) the total number of Units represented by the applicable Profits Interest. Of the shares of common stock issued for the Units, 1,157,139 vested immediately, 188,092 vested January 1, 2019, and the balance vesting over the next succeeding 10 calendar quarters. The Company accounts for the 1,345,231 shares of common stock as restricted stock awards as reflected in the table below. As of December 31, 2018, the total number of restricted shares outstanding was 185,571 as 2,521 share awards were forfeited and no further share awards were granted in 2018. The number of options issued in respect of each Unit was equal to (i) the total number of Units represented by such Profits Interest prior to the corporate conversion minus (ii) the Conversion Shares issued in respect of such Profits Interest. Of the options issued for the Units, 228,954 vested 100% on January 1, 2019, 1,912,797 vested 25% on January 1, 2019, and the balance vesting over the next succeeding 14 calendar quarters. The options have an exercise price of $15.00 per share. Stock compensation expense for the Profits Interests not recognized prior to the Corporate Conversion was $2.8 million. This expense was allocated to the common stock and options to purchase common stock awards based on their relative fair value on the date of the IPO. For the common stock awards that vested at the time of issuance, the Company recognized $1.2 million immediately. At the time of issuance of stock compensation expense for the common stock awards and the options to purchase common stock that did not vest immediately totaled, $0.2 million and $1.4 million, respectively, and is being amortized over the respective vesting periods. The incremental stock compensation expensed due to the modification was $7.8 million. This expense was allocated to the common stock and the options to purchase common stock based on their fair value on the date of the awards. For the common stock that vested at the time of issuance, the Company recognized $3.8 million. For the common stock awards and the options to purchase common stock that did not vest immediately, the Company will recognize $0.4 million and $3.6 million, respectively, over the respective vesting periods. On June 21, 2018, the Company adopted the 2018 Omnibus Equity Incentive Plan (“Plan”). This plan reserved 6.2 million shares with an increase to be added annually beginning in 2019 through 2028 up to 4% of the total number of shares of common stock issued and outstanding on a fully diluted basis as of the end of the immediately preceding fiscal year, providing that the aggregate number of additional shares shall not exceed a total of 45 million shares, and a maximum of 40 million shares pursuant to the exercise of stock options. Effective January 1, 2019, the amount of shares reserved under the Plan was increased to approximately 6.9 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 years and are generally forfeited upon separation from the Company. The options issued in conjunction with the Corporate Conversion were issued under this Plan. At December 31, 2019 there were approximately The following table presents a summary of stock options granted: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2018 2,228,904 $ 14.89 9.5 * Granted 2,146,699 4.68 Exercised — — Cancelled (1,244,337 ) 13.34 Outstanding, December 31, 2019 3,131,266 $ 8.53 8.9 * Exercisable, December 31, 2019 1,348,994 $ 11.99 8.6 * * de minimis The intrinsic value is calculated as the difference between the fair market value at December 31, 2019 and the exercise price per share of the stock options. The fair market value per share of common stock as of December 31, 2019 was $1.59. In general, option awards granted to employees and consultants vest over four years. The following table provides additional information about stock options that are outstanding and exercisable at December 31, 2019: Exercise Price Options Outstanding Weighted Average Remaining Contractual Life (Years) Options Exercisable $1.40 - $2.50 1,019,495 9.7 95,635 $2.51 - $7.52 647,629 9.2 324,900 $7.53 - $15.00 1,464,142 8.6 928,459 The following table presents a summary of restricted stock awards granted: Number of Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2018 185,571 $ 15.00 Granted 204,088 6.88 Vested (139,473 ) 14.25 Cancelled (122,681 ) 9.27 Nonvested, December 31, 2019 127,505 $ 8.09 In general, restricted stock awards granted to employees and consultants in 2019 vest over 4 years. The following table presents a summary of restricted and deferred stock units (“Stock Units”) granted: Number of Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2018 79,998 $ 15.00 Granted 1,566,205 2.47 Vested (274,939 ) 4.62 Cancelled (129,771 ) 1.90 Nonvested, December 31, 2019 1,241,493 $ 2.86 In general, Stock Units awarded to employees and consultants vest over two years. 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. For the years ended December 31, 2019 and 2018, stock compensation expense reported as a component of selling, general and administrative expense was $2.7 million and $4.6 million, respectively. For the same period, stock compensation expense reported as a component of research and development expense was $1.1 million and $2.8 million, respectively. For the years ended December 31, 2019 and 2018, stock compensation expense reported as a component of cost of goods sold was $0.1 million and $0.2 million respectively. Total unrecognized compensation cost related to equity awards as of December 31, 2019 was $7.9 million and is expected to be recognized over the next 3 years. 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 volatility of the Company’s common stock. The risk-free interest rate was based on the average U.S. Treasury rate that most closely resembles the expected life of the related award. The expected term of the award was calculated using the simplified method. No dividend was assumed as the Company does not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future. The weighted average assumptions used in the Black-Scholes option pricing model in valuing stock options granted in the periods presented were: 2019 2018 Fair value at grant date $ 3.39 $ 2.50 Expected volatility 95.9% 70.9% Risk-free interest rate 2.1% 2.7% Expected holding period, in years 5.9 5.9 Dividend yield — — The fair value of restricted stock awards and restricted stock units is the market close price of the Company’s common stock on the trading day immediately preceding the date of grant. Employee Stock Purchase Plan Effective January 1, 2019, the Company adopted the 2019 Employee Stock Purchase Plan. The plan, which was terminated effective January 1, 2020, provided eligible employee of the Company with an opportunity to purchase common stock of the Company through accumulated payroll deductions. The maximum number of shares reserved for delivery under the plan was 300,000 shares, plus an annual increase not to exceed an aggregate of 4,500,000 shares over the life of the plan. The weighted average assumptions used in the Black-Scholes valuation of the fair value of the discount for the year ended December 31, 2019 were: 2019 Fair value at grant date $ 0.75 Expected volatility 169% Risk-free interest rate 2.3% Expected holding period 6 months Dividend yield — |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 19. Employee Benefit Plan The Company has a defined contribution 401(k) profit sharing plan which covers all employees. Employees are eligible upon date of hire. Employee contributions are voluntary and are based on specific percentages of compensation, which may not exceed maximum amounts established by Internal Revenue Code. Employer contributions are discretionary. There were no employer contributions for the years ended December 31, 2019 and 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 20. 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. Shirley Stone vs. electroCore, Inc., et al. Kuehl Stone 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. Priewe vs. electroCore, Inc., et al. In the Turnofsky Priewe 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, who had filed a complaint against us in the Supreme Court of the State of New York, County of New York (Index No. 652329/2018) as previously reported. As part of that settlement, the Company paid Madison Global $325,000 and issued to Madison Global and its representatives warrants to purchase in the aggregate 62,181 shares of Company common stock at prices ranging from $5.68 per share to $12.60 per share. Substantially all such amounts were accrued in prior accounting periods. The warrants issued are shown in the following table: # Warrants Exercise Price Expiration Date 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 Claim from Lifehealthcare Pty Ltd. The Company was party to a joint venture arrangement (“JV Arrangement”) in Australia with Lifehealthcare Pty Ltd (“LHP”). In 2017, the parties agreed to terminate the JV Arrangement. In March 2019, the Company received a letter from LHP alleging certain breaches by the Company under the JV Arrangement, primarily arising out of the Company’s alleged failure to notify LHP of the Company’s IPO. The Company strongly disputes these allegations and notified LHP in writing in April 2019 of its position on this matter and its intent to vigorously defend itself against these claims. The Company has received no further communications from LHP since that time. Although no assurance can be given that LHP will not pursue this matter further, the financial impact, if any, in connection with any potential resolution of this matter is not expected to be material. 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 approximately $1.7 million as of December 31, 2019. |
Restructuring Charges and Other
Restructuring Charges and Other Severance Related Charges | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Charges and Other Severance Related Charges | Note 21. Restructuring Charges and Other Severance Related Charges 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 employees, and as of September 30, 2019, the Company had terminated all of these employees. As of December 31, 2019, the Company has paid all obligations related to the restructuring charges. Other Severance Related Charges Officer Separation Costs 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 on October 1, 2019. In addition, all options to purchase Company common stock held by Mr. Amato continued to vest through the Separation Date and remain exercisable until the one-year anniversary of the Separation Date. All restricted stock units held by Mr. Amato continued to vest through the Separation Date. Since Mr. Amato provided substantial services to the Company, the Company recognized all costs related to the Separation Agreement over the period from June 10, 2019 to September 30, 2019. In connection with the Separation Agreement, the Company recorded a cash charge of $800,000 for the year ended December 31, 2019. Additional Executive Separation Costs 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 was recognized and is to be paid evenly over the subsequent six months. As of December 31, 2019, the remaining balance of approximately $25,000 has been accrued. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 22. Subsequent Events Stock Purchase Agreement with Lincoln Park On March 27, 2020, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement pursuant to which the Company has the right to sell to Lincoln Park shares of common stock having an aggregate value of up to $25,000,000, subject to certain significant limitations of the amount and timing of any such sales due to terms and conditions set forth in the purchase agreement. In consideration for entering into the purchase agreement with Lincoln Park, the Company issued an aggregate of 461,676 shares of common stock to Lincoln Park as a commitment fee. In addition, the Company shall issue to Lincoln Park up to an aggregate of 230,838 additional shares of common stock as a further commitment fee based on a pro-rata percentage of 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 with Lincoln Park). The Company will not receive any cash proceeds from the issuance of any of the foregoing commitment shares. The net proceeds under the purchase agreement to the Company will depend on the frequency and prices at which shares of common stock are sold to Lincoln Park. Actual sales of shares of common stock to Lincoln Park under the purchase agreement and the amount of such net proceeds will depend on a variety of factors, including market conditions, the trading price of the common stock and determinations by the Company as to other available and appropriate sources of funding for the Company. The Company expects to use the proceeds from this agreement for general corporate purposes and working capital. Changes to Board of Directors On March 26, 2020, the Company announced the appointments of three new independent members to its Board of Directors effective April 2, 2020. The newly appointed board members are John Gandolfo, Thomas Patton and Peter Cuneo. The Company also announced that current Board members Nick Colucci and Jim Tullis will be stepping down from the Board prior to the Company’s annual meeting of stockholders that is expected to be held in June 2020. Chairman Carrie S. Cox is stepping down from the Board on April 1, 2020 and will be succeeded in that role by independent Board member Michael G. Atieh. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | ( a) Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). |
Principles of Consolidation | (b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of electroCore and its wholly owned subsidiaries. electroCore (Aust) Pty Limited, a VIE for which electroCore is the primary beneficiary, is also consolidated with the non-controlled equity presented as non-controlling interest. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | (c) Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 the useful lives of fixed assets; allowances for doubtful accounts and sales returns; valuation of inventory, property and equipment, warrants and derivative instruments, stock compensation, and contingencies. |
Revenue Recognition | (d) Revenue Recognition The 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. |
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. The Company periodically invests its cash in corporate debt securities, U.S. bonds, and U.S. sponsored agencies and municipal bonds with strong credit ratings. 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. |
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. The Company does not have any off balance sheet credit exposure related to its customers. The Company controls its exposure to credit risk through credit analysis and approvals, credit limits, and monitoring procedures. Collateral is generally not required for the Company’s accounts receivables. Management believes the credit risk is limited. |
Inventories | (i) Inventories Inventory, which consists of raw materials, work-in-process and finished product, is stated at the lower of cost and 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. Leasehold improvements are amortized over the lesser of the lease terms or the estimated useful lives of the assets. 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 Lease term 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) 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. |
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 In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share Based Payment Accounting Compensation – Stock Compensation |
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 operating segment. |
Recently Adopted Accounting Pronouncements | (s) Recently Adopted Accounting Pronouncements In February 2016, the FASB established Topic 842, Leases by issuing ASU No. 2016-02 which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No 2018-10, Codification Improvements to Topic 842, Leases, and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating. At January 1, 2019, the Company recognized Lease ROU Assets and Lease Liabilities, principally for its office space leases, in which it is the lessee, on the Consolidated Balance Sheets. (See Note 9. Leases) |
Recent Accounting Pronouncements Not Yet Adopted | (t) Recently Accounting Pronouncements Not Yet Adopted In 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 and certain other instruments. For trade and other receivables, the Company will be required to use a new forward looking “expected loss” model that will replace the current “incurred loss” model and generally will result in the earlier recognition for losses. The Company is required to adjust this new guidance effective January 1, 2020. The Company is reviewing the pronouncement of the new standard and currently does not expect a material effect on its consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation and leasehold improvement amortization is computed using the following estimated useful lives: Machinery and equipment 3–15 years Leasehold improvements Lease term Furniture and fixtures 5–10 years Computer equipment 5 years Property and equipment, net, as of December 31, 2019 and 2018 consisted of the following: December 31. 2019 2018 Machinery and equipment $ 393,154 $ 424,146 Furniture and fixture 310,820 286,268 Computer equipment and software 20,783 20,783 Leasehold improvements 8,880 — Property and equipment - gross 733,637 731,197 Less: accumulated depreciation (388,401 ) (350,293 ) Property and equipment, net $ 345,236 $ 380,904 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Net Sales Disaggregated by Geographic Area | The following table presents net sales disaggregated by geographic area: Year ended December 31, 2019 2018 Geographic Market United States $ 1,605,814 $ 619,772 United Kingdom 665,627 300,091 Germany 102,427 53,784 Other 16,411 19,306 Total Net Sales $ 2,390,279 $ 992,953 |
Cash, Cash Equivalents, and Mar
Cash, Cash Equivalents, and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Cash, Cash Equivalents, and Marketable Securities | The following tables summarizes the Company’s cash, cash equivalents and marketable securities as of December 31, 2019 and 2018. 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 As of December 31, 2018 Amortized Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and cash equivalents $ 7,600,284 $ — $ — $ 7,600,284 Corporate Debt Securities $ 18,961,145 $ — $ (25,888 ) $ 18,935,257 Commercial Paper 6,970,867 — (4,927 ) 6,965,940 U.S. Treasury Bonds 35,074,005 — (12,115 ) 35,061,890 Total marketable securities $ 61,006,017 $ — $ (42,930 ) $ 60,963,087 Total cash, cash equivalents and marketable securities $ 68,606,301 $ — $ (42,930 ) $ 68,563,371 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Carried at Fair Value | 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, 2019 Total (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents $ 13,563,791 $ 13,563,791 $ — $ — Marketable Securities: U.S. Treasury Bonds 10,495,350 10,495,350 — — Total $ 24,059,141 $ 24,059,141 $ — $ — December 31, 2018 Assets Cash and cash equivalents $ 7,600,284 $ 7,600,284 $ — $ — Marketable Securities: Corporate Debt Securities 18,935,257 18,935,257 — — Commercial Paper 6,965,940 6,965,940 — — U.S. Treasury Bonds 35,061,890 35,061,890 — — Total $ 68,563,371 $ 68,563,371 $ — $ — |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories Stated at Lower of Cost or Market | As of December 31, 2019 and 2018, inventories consisted of the following: December 31, 2019 2018 Raw materials $ 1,065,345 $ 821,704 Work in process 5,314,763 951,695 Finished Goods 531,064 176,003 Total Inventory 6,911,172 1,949,402 Less: noncurrent inventory 6,020,180 — Total current inventory $ 890,992 $ 1,949,402 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation and leasehold improvement amortization is computed using the following estimated useful lives: Machinery and equipment 3–15 years Leasehold improvements Lease term Furniture and fixtures 5–10 years Computer equipment 5 years Property and equipment, net, as of December 31, 2019 and 2018 consisted of the following: December 31. 2019 2018 Machinery and equipment $ 393,154 $ 424,146 Furniture and fixture 310,820 286,268 Computer equipment and software 20,783 20,783 Leasehold improvements 8,880 — Property and equipment - gross 733,637 731,197 Less: accumulated depreciation (388,401 ) (350,293 ) Property and equipment, net $ 345,236 $ 380,904 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information for Operating Leases | Supplemental Balance Sheet Information for Operating Leases: December 31, 2019 Operating leases: Operating lease right of use assets $ 1,430,641 Operating lease liabilities: Current portion of operating lease liabilities 486,445 Noncurrent operating lease liabilities 1,419,880 Total operating lease liabilities $ 1,906,325 Weighted average remaining lease term (in years) 5.9 Weighted average discount rate 13.75 % |
Supplemental Statement of Cash Flows Information for Operating Leases | Supplemental Statement of Cash Flows Information for Operating Leases: For the year ended December 31, 2019 Noncash lease expense 315,458 Change in operating lease liabilities (257,678 ) |
Future Minimum Lease Payments under Non-Cancellable Operating Leases | Future minimum lease payments under non-cancellable operating leases as of December 31, 2019: Financial year 2020 $ 712,076 2021 690,358 2022 337,254 2023 142,892 2024 146,044 2025 and thereafter 676,260 Total future minimum lease payments 2,704,884 Less: Amounts representing interest (798,559 ) Total $ 1,906,325 |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating leases | Total lease expense, in accordance with the superseded lease standard was $496,055 for 2018. Future minimum lease payments under non-cancellable operating leases as of December 31, 2018 were as follows: Financial year 2019 $ 576,743 2020 714,616 2021 692,893 2022 737,324 2023 and thereafter 3,696,796 Total $ 6,418,372 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses as of December 31, 2019 and 2018 consisted of the following: December 31, 2019 2018 Accrued professional fees $ 1,255,494 $ 1,273,249 Accrued bonuses 804,082 2,152,264 Other accrued expenses 1,277,803 948,588 $ 3,337,379 $ 4,374,101 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Common Stock Equivalents Excluded from Computation of Diluted Loss per Share | The potential common stock equivalents that have been excluded from the computation of diluted loss per share consist of the following: December 31, 2019 2018 Outstanding stock options 3,131,266 2,228,904 Nonvested restricted stock and unit awards 1,368,998 265,569 Stock purchase warrants 62,181 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Income Tax Provision Computed at Statutory Rates | A reconciliation of the income tax provision computed at statutory rates to the reported income tax provision for the years ended December 31, 2019 and 2018 is as follows: Year ended December 31, 2019 2018 Statutory rate 21.0% 21.0% State tax expected (recovery), net of federal benefit 6.7% 2.6% Nondeductible expenses (0.13)% (2.9)% Loss incurred as pass-through —% (7.9)% Change in valuation allowance for deferred tax assets (27.6)% (12.8)% Provision for income taxes (0.04)% —% |
Components of Deferred Income Tax Assets and Liabilities | The net change in the valuation allowance was an increase of $12.4 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, 2019 2018 Deferred tax assets Net operating loss carryforwards $ 18,883,686 $ 7,578,570 Accrued expenses 796,849 735,910 Intangibles 355,288 290,098 Inventory 78,206 66,935 Deferred rent — 65,574 Charitable contributions 19,028 10,602 R&D credit 394,981 — Lease liabilities 518,480 — Stock compensation 750,449 — Deferred tax assets 21,796,967 8,747,689 Less valuation allowance (21,171,967 ) (8,722,389 ) Total deferred tax assets 625,000 25,300 Fixed assets (15,222 ) (25,300 ) Prepaid expenses (220,673 ) — Right of use asset (389,105 ) — Total deferred tax liabilities (625,000 ) (25,300 ) Deferred tax assets, net $ — $ — |
Components of Loss Before Provision For Income Taxes Domestic and Foreign | Domestic and foreign components of loss before provision for income taxes is as follows: December 31, 2019 December 31, 2018 Domestic $ (43,661,897 ) $ (55,268,310 ) Foreign (1,468,287 ) (494,714 ) Total $ (45,130,184 ) $ (55,763,024 ) |
Schedule of Income Tax Provision From Continuing Operations | The income tax provision from continuing operations contains the following components: December 31, 2019 December 31, 2018 Federal $ — $ — State $ 7,712 $ 2,431 Foreign $ 9,987 $ — Total current 17,699 2,431 Total deferred — — Total income tax expense/(benefit) $ 17,699 $ 2,431 |
Stock Compensation and Unit-B_2
Stock Compensation and Unit-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Options Granted Activity | The following table presents a summary of stock options granted: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2018 2,228,904 $ 14.89 9.5 * Granted 2,146,699 4.68 Exercised — — Cancelled (1,244,337 ) 13.34 Outstanding, December 31, 2019 3,131,266 $ 8.53 8.9 * Exercisable, December 31, 2019 1,348,994 $ 11.99 8.6 * * de minimis |
Summary of Additional Information about Stock Options | The following table provides additional information about stock options that are outstanding and exercisable at December 31, 2019: Exercise Price Options Outstanding Weighted Average Remaining Contractual Life (Years) Options Exercisable $1.40 - $2.50 1,019,495 9.7 95,635 $2.51 - $7.52 647,629 9.2 324,900 $7.53 - $15.00 1,464,142 8.6 928,459 |
Summary of Restricted Stock Awards Granted Activity | The following table presents a summary of restricted stock awards granted: Number of Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2018 185,571 $ 15.00 Granted 204,088 6.88 Vested (139,473 ) 14.25 Cancelled (122,681 ) 9.27 Nonvested, December 31, 2019 127,505 $ 8.09 |
Summary of Restricted Stock and Deferred Stock Units Granted Activity | The following table presents a summary of restricted and deferred stock units (“Stock Units”) granted: Number of Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2018 79,998 $ 15.00 Granted 1,566,205 2.47 Vested (274,939 ) 4.62 Cancelled (129,771 ) 1.90 Nonvested, December 31, 2019 1,241,493 $ 2.86 |
Summary of Weighted Average Assumptions Used in Valuing Plans | The weighted average assumptions used in the Black-Scholes option pricing model in valuing stock options granted in the periods presented were: 2019 2018 Fair value at grant date $ 3.39 $ 2.50 Expected volatility 95.9% 70.9% Risk-free interest rate 2.1% 2.7% Expected holding period, in years 5.9 5.9 Dividend yield — — |
2019 Employee Stock Purchase Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Weighted Average Assumptions Used in Valuing Plans | The weighted average assumptions used in the Black-Scholes valuation of the fair value of the discount for the year ended December 31, 2019 were: 2019 Fair value at grant date $ 0.75 Expected volatility 169% Risk-free interest rate 2.3% Expected holding period 6 months Dividend yield — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Warrants Issued | In January 2019, the Company settled a dispute with one of its former advisors, Madison Global Partners, who had filed a complaint against us in the Supreme Court of the State of New York, County of New York (Index No. 652329/2018) as previously reported. As part of that settlement, the Company paid Madison Global $325,000 and issued to Madison Global and its representatives warrants to purchase in the aggregate 62,181 shares of Company common stock at prices ranging from $5.68 per share to $12.60 per share. Substantially all such amounts were accrued in prior accounting periods. The warrants issued are shown in the following table: # Warrants Exercise Price Expiration Date 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 |
Business - Additional Informati
Business - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Entity information, date to change former legal or registered name | Jun. 21, 2018 | ||
Net proceeds from issuance of common stock after deducting underwriting discounts and commissions and offering costs | $ 78,334,457 | ||
Common Stock | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Common stock, shares issued | 5,980,000 | ||
IPO | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Net proceeds from issuance of common stock after deducting underwriting discounts and commissions and offering costs | $ 77,500,000 | ||
Underwriting discounts and commissions and offering costs | $ 12,200,000 | ||
IPO | Common Stock | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Common stock, shares issued | 5,980,000 | ||
Common stock, issue price per share | $ 15 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019Segment | |
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 | 1 |
Leasehold Improvements | |
Accounting Policies [Line Items] | |
Property and equipment, estimated useful lives | lesser of the lease terms or the estimated useful lives of the assets. |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | |
Leasehold improvements | Lease term |
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_2
Significant Risks and Uncertainties - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Risks And Uncertainties [Abstract] | ||
Net losses | $ 45,147,883 | $ 55,765,455 |
Accumulated deficit | $ 83,479,098 | $ 38,331,215 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Net Sales Disaggregated by Geographic Area (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||
Total Net Sales | $ 2,390,279 | $ 992,953 |
United States | ||
Disaggregation Of Revenue [Line Items] | ||
Total Net Sales | 1,605,814 | 619,772 |
United Kingdom | ||
Disaggregation Of Revenue [Line Items] | ||
Total Net Sales | 665,627 | 300,091 |
Germany | ||
Disaggregation Of Revenue [Line Items] | ||
Total Net Sales | 102,427 | 53,784 |
Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total Net Sales | $ 16,411 | $ 19,306 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 01, 2020 | Feb. 01, 2019 | |
Disaggregation Of Revenue [Line Items] | |||
Revenue remaining unsatisfied performance obligation | $ 0 | ||
Payment term for customers | 120 days | ||
Subsequent Event | |||
Disaggregation Of Revenue [Line Items] | |||
Maximum amount of reduction in monthly co-payments of each prescription | $ 100 | ||
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, 2019 | Dec. 31, 2018 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and Cash Equivalents, Amortized Cost | $ 13,564,252 | $ 7,600,284 |
Cash and Cash Equivalents, Unrealized (Loss) | (461) | |
Cash and cash equivalents | 13,563,791 | 7,600,284 |
Marketable securities, Amortized Cost | 10,494,539 | 61,006,017 |
Marketable securities, Unrealized Gain | 811 | |
Marketable securities, Unrealized (Loss) | (42,930) | |
Marketable securities, Fair Value | 10,495,350 | 60,963,087 |
Cash, cash equivalents and marketable securities, Amortized Cost | 24,058,791 | 68,606,301 |
Cash, cash equivalents and marketable securities, Unrealized Gain | 811 | |
Cash, cash equivalents and marketable securities, Unrealized (Loss) | (461) | (42,930) |
Cash, cash equivalents and marketable securities, Fair Value | 24,059,141 | 68,563,371 |
Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities, Amortized Cost | 18,961,145 | |
Marketable securities, Unrealized (Loss) | (25,888) | |
Marketable securities, Fair Value | 18,935,257 | |
Cash, cash equivalents and marketable securities, Fair Value | 18,935,257 | |
Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities, Amortized Cost | 6,970,867 | |
Marketable securities, Unrealized (Loss) | (4,927) | |
Marketable securities, Fair Value | 6,965,940 | |
Cash, cash equivalents and marketable securities, Fair Value | 6,965,940 | |
U.S. Treasury Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities, Amortized Cost | 10,494,539 | 35,074,005 |
Marketable securities, Unrealized Gain | 811 | |
Marketable securities, Unrealized (Loss) | (12,115) | |
Marketable securities, Fair Value | 10,495,350 | 35,061,890 |
Cash, cash equivalents and marketable securities, Fair Value | $ 10,495,350 | $ 35,061,890 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Carried at Fair Value (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 13,563,791 | $ 7,600,284 |
Marketable Securities | 24,059,141 | 68,563,371 |
Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 18,935,257 | |
U.S. Treasury Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 10,495,350 | 35,061,890 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 6,965,940 | |
(Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 13,563,791 | 7,600,284 |
Marketable Securities | 24,059,141 | 68,563,371 |
(Level 1) | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 18,935,257 | |
(Level 1) | U.S. Treasury Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | $ 10,495,350 | 35,061,890 |
(Level 1) | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | $ 6,965,940 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Fair value of assets, transfer from level 1 to level 2 | $ 0 | $ 0 |
Fair value of assets transfer from level 2 to level 1 | 0 | 0 |
Fair value of liabilities, transfer from level 1 to level 2 | 0 | 0 |
Fair value of liabilities, transfer from level 2 to level 1 | 0 | 0 |
Fair value of assets, transfers into level 3 | 0 | 0 |
Fair value of assets, transfers out of level 3 | 0 | 0 |
Fair value of liabilities, transfers Into level 3 | 0 | 0 |
Fair value of liabilities, transfers out of level 3 | $ 0 | $ 0 |
Inventory - Inventories Stated
Inventory - Inventories Stated at Lower of Cost or Market (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,065,345 | $ 821,704 |
Work in process | 5,314,763 | 951,695 |
Finished Goods | 531,064 | 176,003 |
Total Inventory | 6,911,172 | 1,949,402 |
Inventories, noncurrent | 6,020,180 | |
Total current inventory | $ 890,992 | $ 1,949,402 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Noncurrent inventory raw materials | $ 1,000,000 | |
Noncurrent inventory work in process | 5,000,000 | |
Inventory Valuation and Obsolescence [Member] | ||
Inventory [Line Items] | ||
Inventory raw materials | $ 287,544 | $ 147,450 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | $ 733,637 | $ 731,197 |
Less: accumulated depreciation | (388,401) | (350,293) |
Property and equipment, net | 345,236 | 380,904 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | 393,154 | 424,146 |
Furniture and Fixture | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | 310,820 | 286,268 |
Computer Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | 20,783 | $ 20,783 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | $ 8,880 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
Depreciation | $ 108,546 | $ 66,663 |
Fully Depreciated Assets | ||
Property Plant And Equipment [Line Items] | ||
Write-off of assets | $ 70,639 | |
Fully Depreciated Assets | Bermuda | Subsidiary | ||
Property Plant And Equipment [Line Items] | ||
Write-off of assets | 295,384 | |
Fully Depreciated Assets | Australian | Affiliate | ||
Property Plant And Equipment [Line Items] | ||
Write-off of assets | $ 295,384 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | Nov. 01, 2018 | |
Lessee Lease Description [Line Items] | ||||
Right of use assets recognized for leases | $ 1,430,641 | |||
Lease liabilities | $ 1,906,325 | $ 4,200,000 | ||
Effective date | Jan. 1, 2019 | |||
Remaining lease term | 12 months or less | |||
Lease option to extend | up to an additional five years | |||
Lessee, operating lease, incremental borrowing rate | 13.75% | 9.75% | ||
Recognized lease expenses | $ 787,952 | $ 496,055 | ||
Total lease expense, in accordance with superseded lease standard | $ 496,055 | |||
Minimum | ||||
Lessee Lease Description [Line Items] | ||||
Lease, Term of contract | 3 years | |||
Maximum | ||||
Lessee Lease Description [Line Items] | ||||
Lease, Term of contract | 5 years | |||
Lessee, operating lease, extension term | 5 years | |||
Building | ||||
Lessee Lease Description [Line Items] | ||||
Right of use assets recognized for leases | $ 3,900,000 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information for Operating Leases (Details) - USD ($) | Dec. 31, 2019 | Jan. 01, 2019 | Nov. 01, 2018 |
Operating leases: | |||
Operating lease right of use assets | $ 1,430,641 | ||
Current portion of operating lease liabilities | 486,445 | ||
Noncurrent operating lease liabilities | 1,419,880 | ||
Total operating lease liabilities | $ 1,906,325 | $ 4,200,000 | |
Weighted average remaining lease term (in years) | 5 years 10 months 24 days | ||
Weighted average discount rate | 13.75% | 9.75% |
Leases - Supplemental Statement
Leases - Supplemental Statement of Cash Flows Information for Operating Leases (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Noncash lease expense | $ 315,458 |
Change in operating lease liabilities | $ (257,678) |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments under Non-Cancellable Operating Leases (Details) - USD ($) | Dec. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2020 | $ 712,076 | |
2021 | 690,358 | |
2022 | 337,254 | |
2023 | 142,892 | |
2024 | 146,044 | |
2025 and thereafter | 676,260 | |
Total future minimum lease payments | 2,704,884 | |
Less: Amounts representing interest | (798,559) | |
Total | $ 1,906,325 | $ 4,200,000 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating leases (Details) | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 576,743 |
2020 | 714,616 |
2021 | 692,893 |
2022 | 737,324 |
2023 and thereafter | 3,696,796 |
Total | $ 6,418,372 |
Cloud Computing Arrangement - A
Cloud Computing Arrangement - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cloud Computing Arrangement [Abstract] | ||
Cloud computing arrangement implementation cost incurred | $ 826,918 | $ 395,404 |
Amortization of deferred costs | $ 141,037 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities Current [Abstract] | ||
Accrued professional fees | $ 1,255,494 | $ 1,273,249 |
Accrued bonuses | 804,082 | 2,152,264 |
Other accrued expenses | 1,277,803 | 948,588 |
Accrued expenses | $ 3,337,379 | $ 4,374,101 |
Note Payable - Additional Infor
Note Payable - Additional Information (Details) - USD ($) | Jul. 01, 2019 | Dec. 31, 2019 |
Notes Payable [Line Items] | ||
Proceeds from borrowings | $ 807,347 | $ 807,347 |
Notes payable remaining balance | $ 111,878 | |
Debt instrument balance fully paid | 2020-01 | |
Note Payable | ||
Notes Payable [Line Items] | ||
Debt instrument, term | 7 months | |
Debt instrument, annual interest rate | 2.99% | |
Interest expense | $ 3,457 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Net loss per share | $ (1.54) | $ (1.19) |
ElectroCore, Inc | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Net loss per share | $ 1.19 |
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, 2019 | Dec. 31, 2018 | |
Outstanding stock options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,131,266 | 2,228,904 |
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 | 1,368,998 | 265,569 |
Stock purchase warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 62,181 |
Corporate Conversion and Equi_2
Corporate Conversion and Equity - Additional Information (Details) | Jun. 20, 2018USD ($)Unit | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2019USD ($)Vote$ / sharesshares | Jun. 30, 2018$ / shares | Jun. 21, 2018$ / sharesshares | Mar. 31, 2018shares |
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock, shares issued | 29,835,183 | 29,450,035 | 29,835,183 | |||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | ||||
Number of classes of units permitted for issuance | Unit | 4 | |||||||
Number of vote each member is entitled to for each unit held | Vote | 1 | |||||||
Warrants issued to purchase of stock | 7,739,092 | |||||||
Financial Advisors | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants to purchase common stock | 101,119 | |||||||
Exercise price of warrants | $ / shares | $ 12.60 | |||||||
Purchasers of Bridge Notes | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants to purchase common stock | 429,948 | |||||||
Exercise price of warrants | $ / shares | $ 12.60 | |||||||
Series A Preferred Units | ||||||||
Class of Stock [Line Items] | ||||||||
Accrued and unpaid preferred return payable | $ | $ 3,600,000 | $ 3,600,000 | ||||||
Total convertible preferred units | $ | $ 54,923,430 | $ 53,518,463 | ||||||
Preferred return percentage | 4.00% | |||||||
Reduction in preferred return percentage | 2.00% | |||||||
Stock split, conversion ratio | 0.05556 | |||||||
Warrants issued to purchase of stock | 0 | |||||||
Series A Preferred Units | December 2015 Term Loan | Financial Advisors | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants issued to purchase of stock | 221,766 | |||||||
Series B Preferred Units | ||||||||
Class of Stock [Line Items] | ||||||||
Total convertible preferred units | $ | 68,755,544 | |||||||
Stock split, conversion ratio | 0.05556 | |||||||
Series B Preferred Units | Purchase Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from issuance of preferred stock | $ | 46,911,300 | |||||||
Aggregate amount of bridge notes and related accrued and unpaid interest | $ | 73,630,210 | |||||||
Aggregate amount of bridge notes and related accrued and unpaid interest | $ | 73,630,210 | |||||||
Series B Preferred Units | Promissory Notes | Purchase Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Bridge note converted amount | $ | $ 26,718,910 | |||||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Units converted into common stock shares | 23,470,035 | |||||||
Preferred return payable upon public offering | $ | $ 3,629,092 | |||||||
Warrants issued to purchase of stock | 35,452,084 | 35,452,084 | ||||||
Exercise price of warrants | $ / shares | $ 1.25 | $ 1.25 | ||||||
Common Stock | Advisors | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants issued to purchase of stock | 2,724,549 | |||||||
Warrants to purchase common stock | 151,364 | |||||||
Exercise price of warrants | $ / shares | $ 12.60 | |||||||
Common Stock | Advisors | Exercise Price One | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants issued to purchase of stock | 2,724,549 | 2,724,549 | ||||||
Exercise price of warrants | $ / shares | $ 0.70 | $ 0.70 | ||||||
Common Stock | Advisors | Exercise Price Two | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants issued to purchase of stock | 72,000 | 72,000 | ||||||
Exercise price of warrants | $ / shares | $ 1.25 | $ 1.25 | ||||||
Common Stock | Profits Interests | ||||||||
Class of Stock [Line Items] | ||||||||
Units converted into common stock shares | 1,345,231 | 1,345,231 | 1,345,231 | |||||
Options to purchase common stock shares | 2,141,748 | |||||||
Options to purchase common stock shares, exercise price | $ / shares | $ 15 | $ 15 | ||||||
Common Stock | Common Units | ||||||||
Class of Stock [Line Items] | ||||||||
Units converted into common stock shares | 12,099,280 | |||||||
Common Stock | Series A Preferred Units | ||||||||
Class of Stock [Line Items] | ||||||||
Units converted into common stock shares | 4,181,856 | |||||||
Common stock shares issued as payment in full for accrued and unpaid preferred return payable | 241,939 | 241,939 | ||||||
Common Stock | Series B Preferred Units | ||||||||
Class of Stock [Line Items] | ||||||||
Units converted into common stock shares | 5,843,668 | |||||||
IPO | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares issued | 29,450,035 | |||||||
IPO | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Options to purchase common stock shares, exercise price | $ / shares | $ 15 | |||||||
IPO | Common Stock | Profits Interests | ||||||||
Class of Stock [Line Items] | ||||||||
Units converted into common stock shares | 62,765,605 | |||||||
IPO | Common Stock | Series A Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants to purchase common stock | 12,321 | |||||||
Exercise price of warrants | $ / shares | $ 15.30 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Details) - ElectroCore (Aust) Pty Limited | 12 Months Ended |
Dec. 31, 2019Director | |
Variable Interest Entity [Line Items] | |
Variable interest entity ownership percentage | 50.00% |
Number of directors | 4 |
Number of directors appoint | 2 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Provision Computed at Statutory Rates (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | 21.00% | 21.00% |
State tax expected (recovery), net of federal benefit | 6.70% | 2.60% |
Nondeductible expenses | (0.13%) | (2.90%) |
Loss incurred as pass-through | (7.90%) | |
Change in valuation allowance for deferred tax assets | (27.60%) | (12.80%) |
Provision for income taxes | (0.04%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Line Items] | ||
Net change in valuation allowance | $ 12,400,000 | |
Net operating loss carryforwards | $ 18,883,686 | $ 7,578,570 |
Period for cumulative change in ownership | 3 years | |
Cumulative change in ownership percentage | 50.00% | |
Operating loss carryforwards, limitations on use | 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. | |
Accruals relating to uncertain tax position | $ 0 | |
Germany | ||
Income Tax Disclosure [Line Items] | ||
Accumulated non-capital losses | 3,500,000 | 3,700,000 |
United States | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | $ 65,700,000 | $ 24,600,000 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 18,883,686 | $ 7,578,570 |
Accrued expenses | 796,849 | 735,910 |
Intangibles | 355,288 | 290,098 |
Inventory | 78,206 | 66,935 |
Deferred rent | 65,574 | |
Charitable contributions | 19,028 | 10,602 |
R&D credit | 394,981 | |
Lease liabilities | 518,480 | |
Stock compensation | 750,449 | |
Deferred tax assets | 21,796,967 | 8,747,689 |
Less valuation allowance | (21,171,967) | (8,722,389) |
Total deferred tax assets | 625,000 | 25,300 |
Fixed assets | (15,222) | (25,300) |
Prepaid expenses | (220,673) | |
Right of use asset | (389,105) | |
Total deferred tax liabilities | $ (625,000) | $ (25,300) |
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, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (43,661,897) | $ (55,268,310) |
Foreign | (1,468,287) | (494,714) |
Loss before income taxes | $ (45,130,184) | $ (55,763,024) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision From Continuing Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
State | $ 7,712 | $ 2,431 |
Foreign | 9,987 | |
Total current | 17,699 | 2,431 |
Total income tax expense/(benefit) | $ 17,699 | $ 2,431 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) - $ / shares | Jun. 21, 2018 | Mar. 31, 2018 |
Debt Instrument [Line Items] | ||
Warrants issued to purchase of stock | 7,739,092 | |
Purchasers of Bridge Notes | ||
Debt Instrument [Line Items] | ||
Warrants to purchase common stock | 429,948 | |
Exercise price of warrants | $ 12.60 |
Stock Compensation and Unit-B_3
Stock Compensation and Unit-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 01, 2019 | Jun. 21, 2018 | Jun. 20, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unit-based compensation, additional vesting period | 3 years | |||||
Number of units, granted | 2,146,699 | |||||
Options initial exercise price | $ 8.53 | $ 14.89 | $ 8.53 | |||
Fair market value per share of common stock | $ 1.59 | $ 1.59 | ||||
Unrecognized compensation cost related to equity awards | $ 7.9 | $ 7.9 | ||||
Unrecognized compensation expected to be recognized | 3 years | |||||
Selling, General and Administrative Expense | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock compensation expense | $ 2.7 | $ 4.6 | ||||
Research and Development Expense | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock compensation expense | 1.1 | 2.8 | ||||
Cost of Goods Sold | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock compensation expense | $ 0.1 | $ 0.2 | ||||
Employees and Consultants | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
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] | ||||||
Plan terms | On June 21, 2018, the Company adopted the 2018 Omnibus Equity Incentive Plan (“Plan”). This plan reserved 6.2 million shares with an increase to be added annually beginning in 2019 through 2028 up to 4% of the total number of shares of common stock issued and outstanding on a fully diluted basis as of the end of the immediately preceding fiscal year, providing that the aggregate number of additional shares shall not exceed a total of 45 million shares, and a maximum of 40 million shares pursuant to the exercise of stock options. | |||||
Shares reserved for future issuance | 6,900,000 | 6,200,000 | ||||
Maximum number of shares issuable under the plan, in proportion to common stock, percentage | 4.00% | |||||
Stock options, contractual life | 10 years | |||||
Number shares available to be awarded under the plan | 2,120,000 | 2,120,000 | ||||
2018 Omnibus Equity Incentive Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
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 | |||||
Restricted Stock Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Awards, outstanding | 1,345,231 | 185,571 | 1,345,231 | |||
Awards, forfeited | 2,521 | |||||
Awards, granted | 0 | |||||
Restricted Stock Awards | Employees and Consultants | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 2 years | |||||
2019 Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, number of shares reserved | 300,000 | |||||
2019 Employee Stock Purchase Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Maximum number additional shares allowed under the plan | 4,500,000 | |||||
Common Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Units issued converted into common stock shares | 23,470,035 | |||||
Stock compensation expense not yet recognized | $ 7.8 | $ 7.8 | ||||
Common Stock | Common Stock Awards that Vest at the Time of Issuance | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock compensation expense not yet recognized | 3.8 | 3.8 | ||||
Common Stock | Common Stock Awards that Did Not Vest Immediately | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock compensation expense not yet recognized | 0.4 | 0.4 | ||||
Common Stock | Options to Purchase Common Stock that Did Not Vest Immediately | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock compensation expense not yet recognized | $ 3.6 | $ 3.6 | ||||
Profits Interests | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of units, granted | 19,447,218 | |||||
Number of units, forfeited | 110,354 | |||||
Options initial exercise price | $ 15 | $ 15 | ||||
Profits Interests | Common Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Units issued converted into common stock shares | 1,345,231 | 1,345,231 | 1,345,231 | |||
Options to purchase common stock shares | 2,141,748 | |||||
Options initial exercise price | $ 15 | $ 15 | ||||
Profits Interests | Common Stock | IPO | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Units issued converted into common stock shares | 62,765,605 | |||||
Stock compensation expense not yet recognized | $ 2.8 | $ 2.8 | ||||
Profits Interests | Common Stock | IPO | Common Stock Awards that Vest at the Time of Issuance | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock compensation expense not yet recognized | 1.2 | 1.2 | ||||
Profits Interests | Common Stock | IPO | Common Stock Awards that Did Not Vest Immediately | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock compensation expense not yet recognized | 0.2 | 0.2 | ||||
Profits Interests | Common Stock | IPO | Options to Purchase Common Stock that Did Not Vest Immediately | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock compensation expense not yet recognized | $ 1.4 | $ 1.4 | ||||
One Year Anniversary | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unit-based compensation, vesting rights percentage | 25.00% | |||||
Options Vested Immediately | Profits Interests | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of vested stock option | 1,157,139 | |||||
Options Vesting of 25% on January 1, 2019 and Balance Over Next Succeeding 10 Calendar Quarters | Profits Interests | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of vested stock option | 188,092 | |||||
Options Vesting on January 1, 2019 | Profits Interests | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unit-based compensation, vesting rights percentage | 100.00% | |||||
Number of vested stock option | 228,954 | |||||
Options Vesting 25% on January 1, 2019, Remaining Vesting Over The Next 14 Quarters | Profits Interests | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unit-based compensation, vesting rights percentage | 25.00% | |||||
Number of vested stock option | 1,912,797 |
Stock Compensation and Unit-B_4
Stock Compensation and Unit-Based Compensation - Summary of Stock Options Granted Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options, Outstanding, December 31, 2018 | 3,131,266 | 2,228,904 |
Number of Options, Granted | 2,146,699 | |
Number of Options, Cancelled | (1,244,337) | |
Number of Options, Exercisable, December 31, 2019 | 1,348,994 | |
Weighted Average Exercise Price, Outstanding, December 31, 2018 | $ 8.53 | $ 14.89 |
Weighted Average Exercise Price, Granted | 4.68 | |
Weighted Average Exercise Price, Cancelled | 13.34 | |
Weighted Average Exercise Price, Exercisable, December 31, 2019 | $ 11.99 | |
Weighted Average Remaining Contractual Term (Years), Outstanding, December 31, 2018 | 8 years 10 months 24 days | 9 years 6 months |
Weighted Average Remaining Contractual Term (Years), Exercisable, December 31, 2019 | 8 years 7 months 6 days |
Stock Compensation and Unit-B_5
Stock Compensation and Unit-Based Compensation - Summary of Additional Information about Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding | 3,131,266 | 2,228,904 |
Weighted Average Remaining Contractual Term (Years), Outstanding, December 31, 2018 | 8 years 10 months 24 days | 9 years 6 months |
Options Exercisable | 1,348,994 | |
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 | 1,019,495 | |
Weighted Average Remaining Contractual Term (Years), Outstanding, December 31, 2018 | 9 years 8 months 12 days | |
Options Exercisable | 95,635 | |
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 | 647,629 | |
Weighted Average Remaining Contractual Term (Years), Outstanding, December 31, 2018 | 9 years 2 months 12 days | |
Options Exercisable | 324,900 | |
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 | 1,464,142 | |
Weighted Average Remaining Contractual Term (Years), Outstanding, December 31, 2018 | 8 years 7 months 6 days | |
Options Exercisable | 928,459 |
Stock Compensation and Unit-B_6
Stock Compensation and Unit-Based Compensation - Summary of Restricted Stock Awards Granted Activity (Details) - Restricted Stock Awards | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Nonvested, December 31, 2018 | shares | 185,571 |
Number of Shares, Granted | shares | 204,088 |
Number of Shares, Vested | shares | (139,473) |
Number of Shares, Cancelled | shares | (122,681) |
Number of Shares, Nonvested, December 31, 2019 | shares | 127,505 |
Weighted Average Grand Date Fair Value, Nonvested, December 31, 2018 | $ / shares | $ 15 |
Weighted Average Grand Date Fair Value, Granted | $ / shares | 6.88 |
Weighted Average Grand Date Fair Value, Vested | $ / shares | 14.25 |
Weighted Average Grand Date Fair Value, Cancelled | $ / shares | 9.27 |
Weighted Average Grand Date Fair Value, Nonvested, December 31, 2019 | $ / shares | $ 8.09 |
Stock Compensation and Unit-B_7
Stock Compensation and Unit-Based Compensation - Summary of Restricted Stock and Deferred Stock Units Granted Activity (Details) - Stock Units | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Nonvested, December 31, 2018 | shares | 79,998 |
Number of Shares, Granted | shares | 1,566,205 |
Number of Shares, Vested | shares | (274,939) |
Number of Shares, Cancelled | shares | (129,771) |
Number of Shares, Nonvested, December 31, 2019 | shares | 1,241,493 |
Weighted Average Grand Date Fair Value, Nonvested, December 31, 2018 | $ / shares | $ 15 |
Weighted Average Grand Date Fair Value, Granted | $ / shares | 2.47 |
Weighted Average Grand Date Fair Value, Vested | $ / shares | 4.62 |
Weighted Average Grand Date Fair Value, Cancelled | $ / shares | 1.90 |
Weighted Average Grand Date Fair Value, Nonvested, December 31, 2019 | $ / shares | $ 2.86 |
Stock Compensation and Unit-B_8
Stock Compensation and Unit-Based Compensation - Summary of Weighted Average Assumptions Used in Valuing Plans (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value at grant date | $ 3.39 | $ 2.50 |
Expected volatility | 95.90% | 70.90% |
Risk-free interest rate | 2.10% | 2.70% |
Expected holding period, in years | 5 years 10 months 24 days | 5 years 10 months 24 days |
2019 Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value at grant date | $ 0.75 | |
Expected volatility | 169.00% | |
Risk-free interest rate | 2.30% | |
Expected holding period, in years | 6 months |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | ||
Defined contribution plan, sponsor location [Extensible list] | country:US | country:US |
Defined contribution plan, plan name | 401(k) | |
Employer contributions | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | |
Jan. 31, 2019 | Dec. 31, 2019 | |
Class Of Warrant Or Right [Line Items] | ||
Purchase obligations | $ 1,700,000 | |
Common Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Exercise price of warrants | $ 1.25 | |
Former Financial Advisor | ||
Class Of Warrant Or Right [Line Items] | ||
Cash paid in settlement agreement | $ 325,000 | |
Former Financial Advisor | Common Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants to purchase common stock | 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 | Jan. 31, 2019 | Mar. 31, 2018 |
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 7,739,092 | |
Former Financial Advisor | Warrant One | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 8,576 | |
Exercise Price | $ 8.86 | |
Expiration Date | Apr. 1, 2021 | |
Former Financial Advisor | Warrant Two | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 22,253 | |
Exercise Price | $ 5.68 | |
Expiration Date | Mar. 30, 2022 | |
Former Financial Advisor | Warrant Three | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 17,066 | |
Exercise Price | $ 12.60 | |
Expiration Date | Jun. 30, 2022 | |
Former Financial Advisor | 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_2
Restructuring Charges and Other Severance Related Charges - Additional Information (Details) | Oct. 01, 2019USD ($) | Jul. 31, 2019USD ($) | May 29, 2019USD ($) | Jun. 30, 2019Employee | Dec. 31, 2019USD ($) |
Restructuring Cost And Reserve [Line Items] | |||||
Accrued liabilities in connection with remaining unpaid obligations | $ 25,000 | ||||
Employee Severance | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Severance and other costs settled in cash | $ 1,050,000 | ||||
Number of employees terminated | Employee | 32 | ||||
Employee Severance | Frank Amato | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Severance payment | $ 800,000 | ||||
Restructuring charge including accelerated stock-based compensation expense | $ 800,000 | ||||
Employee Severance | Former Officer | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Severance payment | $ 147,500 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Mar. 27, 2020USD ($)shares | Mar. 26, 2020Director | Dec. 31, 2019shares | Dec. 31, 2018shares |
Subsequent Event [Line Items] | ||||
Common stock, shares issued | 29,835,183 | 29,450,035 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Number of board of directors | Director | 3 | |||
Stock Purchase Agreement | Subsequent Event | Lincoln Park | ||||
Subsequent Event [Line Items] | ||||
Value of shares issued | $ | $ 5,000,000 | |||
Common stock, shares issued | 461,676 | |||
Stock Purchase Agreement | Subsequent Event | Lincoln Park | Maximum | ||||
Subsequent Event [Line Items] | ||||
Value of shares issued | $ | $ 25,000,000 | |||
Additional commitment shares issued on pro-rata | 230,838 |