Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 10, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Enumeral Biomedical Holdings, Inc. | |
Entity Central Index Key | 1,561,551 | |
Document Type | 10-Q | |
Trading Symbol | ENUM | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 128,409,788 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 208,616 | $ 3,162,400 |
Accounts receivable | 189,068 | |
Prepaid expenses and other current assets | 314,924 | 47,317 |
Total current assets | 523,540 | 3,398,785 |
Property and equipment, net | 902,097 | |
Other assets: | ||
Restricted cash | 5,000 | 534,780 |
Other assets | 111,556 | |
Total assets | 528,540 | 4,947,218 |
Current liabilities: | ||
Accounts payable | 686,466 | 308,857 |
Accrued expenses | 197,706 | 386,355 |
Deferred revenue | 14,505 | |
Equipment lease financing | 251,631 | |
Promissory notes | 801,902 | |
Total current liabilities | 1,686,074 | 961,348 |
Deferred rent, net of current portion | 63,116 | |
Long-term equipment lease financing | 14,840 | |
Total liabilities | 1,686,074 | 1,039,304 |
Commitments and contingencies | ||
Stockholders' equity (deficiency): | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized: -0- shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | ||
Common stock, $0.001 par value; 300,000,000 shares authorized: 128,409,788 and 128,343,122 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 128,410 | 128,343 |
Additional paid-in-capital | 30,701,484 | 30,044,778 |
Accumulated deficit | (31,987,428) | (26,265,207) |
Total stockholders' equity (deficiency) | (1,157,534) | 3,907,914 |
Total liabilities and stockholders' equity (deficiency) | $ 528,540 | $ 4,947,218 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, at par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, at par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 128,409,788 | 128,343,122 |
Common stock, outstanding | 128,409,788 | 128,343,122 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue: | ||||
Collaboration and license revenue | $ 226,115 | $ 100,000 | $ 1,878,599 | |
Grant revenue | 94,696 | 104,246 | 375,641 | |
Total revenue | 320,811 | 204,246 | 2,254,240 | |
Cost of revenue and expenses: | ||||
Research and development | 90,822 | 1,026,317 | 2,120,275 | 3,737,161 |
General and administrative | 457,911 | 812,974 | 1,937,087 | 3,752,512 |
Wind down expenses | 1,055,246 | |||
Total cost of revenue and expenses | 548,733 | 1,839,291 | 5,112,608 | 7,489,673 |
Loss from operations | (548,733) | (1,518,480) | (4,908,362) | (5,235,433) |
Other income (expense): | ||||
Interest expense, net | (23,316) | (152,261) | (805,583) | (160,451) |
Warrant expense | (8,276) | |||
Change in fair value of derivative liabilities | 409,891 | 1,232,425 | ||
Total other income (expense), net | (23,316) | 257,630 | (813,859) | 1,071,974 |
Net loss before income taxes | (572,049) | (1,260,850) | (5,722,221) | (4,163,459) |
Provision for income taxes | ||||
Net loss | $ (572,049) | $ (1,260,850) | $ (5,722,221) | $ (4,163,459) |
Basic net loss per share (in dollars per share) | $ 0 | $ (0.02) | $ (0.04) | $ (0.08) |
Diluted net loss per share (in dollars per share) | $ 0 | $ (0.02) | $ (0.04) | $ (0.08) |
Weighted-average number of common shares outstanding - basic (in shares) | 128,393,122 | 52,073,481 | 128,376,455 | 52,071,933 |
Weighted-average number of common shares outstanding - diluted (in shares) | 128,393,122 | 52,073,481 | 128,376,455 | 52,071,933 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (5,722,221) | $ (4,163,459) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 219,389 | 480,301 |
Stock-based compensation | 187,130 | 883,298 |
Warrant expense | 8,276 | |
Loss on disposal of fixed assets | 493,541 | |
Non-cash interest expense | 33,702 | |
Accretion of debt discount and issuance costs | 768,200 | 84,642 |
Change in fair value of derivative liabilities | (1,232,425) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 189,068 | 40,475 |
Prepaid expenses and other assets | (264,007) | 70,109 |
Restricted cash | 529,780 | |
Accounts payable | 377,609 | 92,998 |
Accrued expenses | (188,649) | (228,935) |
Deferred rent | (63,116) | 20,599 |
Deferred revenue | (14,505) | (101,530) |
Net cash used in operating activities | (3,445,803) | (4,053,927) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (29,491) | |
Sale of property and equipment | 277,188 | |
Net cash provided by investing activities | 247,697 | |
Cash flows from financing activities: | ||
Issuance of promissory notes | 461,367 | 2,530,407 |
Payments on equipment lease financing | (217,045) | (179,328) |
Net cash provided by financing activities | 244,322 | 2,351,079 |
Net decrease in cash and cash equivalents | (2,953,784) | (1,702,848) |
Cash and cash equivalents, beginning of period | 3,162,400 | 3,596,262 |
Cash and cash equivalents, end of period | 208,616 | 1,893,414 |
Supplemental cash flow disclosure of investing and financing activities: | ||
Cash paid for interest | 2,088 | 78,381 |
Use of security deposit for lease buyout | 111,556 | |
Debt discount associated with the 2017 Unit Offering | $ 461,361 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | 1 - NATURE OF BUSINESS Enumeral Biomedical Corp. (“Enumeral”) was founded in 2009 in the State of Delaware as Enumeral Technologies, Inc. The name was later changed to Enumeral Biomedical Corp. On July 31, 2014, Enumeral entered into an Agreement and Plan of Merger and Reorganization with Enumeral Biomedical Holdings, Inc., which was formerly known as Cerulean Group, Inc. (“Enumeral Biomedical” or the “Company”), and Enumeral Acquisition Corp., a wholly owned subsidiary of Enumeral Biomedical (“Acquisition Sub”), pursuant to which the Acquisition Sub merged with and into Enumeral (the “Merger”). Enumeral was the surviving corporation in the Merger and became a wholly owned subsidiary of the Company. As a result of the Merger, all issued and outstanding common and preferred shares of Enumeral were exchanged for common shares of Enumeral Biomedical Holdings, Inc. On June 29, 2017, the Company’s board of directors, having evaluated and pursued a range of potential strategic transactions, and other alternatives for the sale or disposition of its assets on a going concern basis, determined that it is in the best interests of the Company’s stockholders and creditors to wind down its remaining operations and effect an orderly disposition of its remaining assets. In connection with that determination, Wael Fayad resigned as the Company’s Chief Executive Officer and President, although he remains Chairman of the Board. The Company’s board appointed Kevin G. Sarney, its Vice President of Finance, Chief Accounting Officer and Treasurer, as Interim Chief Executive Officer and President, and also elected Mr. Sarney to the board. The Company is currently in the process of winding down its operations, disposing of its remaining assets, and resolving its outstanding debts. The Company’s liquidity is dependent on its ability to manage all elements in this process in a manner favorable to the Company. As the Company winds down its operations, the Company has continued to consider possible transactions pursuant to which it may sell its remaining assets and/or effect a strategic transaction, such as a merger. The Company may also determine to commence liquidation or bankruptcy proceedings. As of the date of this filing, the Company does not have sufficient cash resources to continue to fund its operations and pay all of its outstanding creditors. On September 19, 2017, the Company received an OTCQB Bid Price Deficiency Notice from OTC Markets (the “Notice”). The Notice stated that the Company’s bid price had closed below $0.01 for more than 30 consecutive calendar days and no longer met the Standards for Continued Eligibility for OTCQB as per the OTCQB Standards Section 2.3(2). The Notice also stated that pursuant to Section 4.1 of the OTCQB Standards, the Company is granted a cure period of 90 calendar days during which the minimum closing bid price for the Company’s common stock must be $0.01 or greater for ten consecutive trading days in order to continue trading on the OTCQB marketplace. The Company does not expect that the closing bid price for its common stock will equal or exceed $0.01 for ten consecutive trading days prior to the end of this 90 day cure period. As a result, the Company expects that its common stock will be removed from trading on the OTCQB marketplace on or about December 18, 2017. Previously, the Company’s business had been focused on the discovery of monoclonal antibodies and other novel biologics for use in the diagnosis and treatment of cancer, infectious and inflammatory diseases. The Company utilized a proprietary platform technology, exclusively licensed from the Massachusetts Institute of Technology, or MIT. In August 2017, MIT terminated the exclusive patent license agreement between MIT and Enumeral. In the Company’s lead antibody program, it characterized certain anti-PD-1 antibodies, or simply “PD-1 antibodies,” using patient biopsy samples, in an effort to identify next generation PD-1 antagonists with enhanced selectivity for the immune effector cells that carry out anti-tumor functions. The Company identified two antagonist PD-1 antibodies that inhibit PD-1 activity in different ways. The distinction is that one of the antibodies (ENUM 388D4) blocks binding of the ligand PD-L1 to PD-1, while the other antibody (ENUM 244C8) does not inhibit PD-L1 binding. However, both display activity in various biological assays. In addition to the Company’s PD-1 antibody program, it also conducted development activities related to antibody drug candidates for a number of other immunomodulatory protein targets, including TIM-3 and CD39. In October 2017, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Elpiscience Biopharmaceuticals, Inc. Pursuant to the terms of the Purchase Agreement, the Company sold, assigned and transferred all of its right, title and interest in and to specified assets of the Company’s TIM-3 antibody program and CD39 antibody program in consideration for a cash payment in the amount of $300,000. The Company continues to be a “smaller reporting company,” as defined under the Exchange Act, and an “emerging growth company” under the Jump Start Our Business Startup (JOBS) Act of 2012. The Company believes that as a result of the Merger, it has ceased to be a “shell company” (as such term is defined in Rule 12b-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)). |
GOING CONCERN AND LIQUIDITY
GOING CONCERN AND LIQUIDITY | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
GOING CONCERN AND LIQUIDITY | 2 - GOING CONCERN AND LIQUIDITY The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States, or GAAP, which contemplate the Company’s continuation as a going concern. As of September 30, 2017, the Company had cash and cash equivalents of $208,616. Since the Company’s inception in 2009, it has incurred significant net losses and negative cash flows from operations. As of September 30, 2017, the Company had an accumulated deficit of $31,987,428. The Company is currently in the process of winding down its operations, disposing of its remaining assets, and resolving its outstanding debts. The Company’s liquidity is dependent on its ability to manage all elements in this process in a manner favorable to the Company. As the Company winds down its operations, the Company has continued to consider possible transactions pursuant to which it may sell its remaining assets and/or effect a strategic transaction, such as a merger. The Company may also determine to commence liquidation or bankruptcy proceedings. As of the date of this filing, the Company does not have sufficient cash resources to continue to fund its operations and pay all of its outstanding creditors. Consequently, the Company may not be able to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments related to the recovery and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. The Company expects to incur significant expenses and operating losses for the foreseeable future, and the Company’s net losses may fluctuate significantly from quarter to quarter and from year to year. These factors raise substantial doubt about the Company’s ability to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using GAAP for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the 2016 Financial Statements as filed on the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on March 28, 2017. The preparation of the unaudited condensed consolidated financial statements in conformity with these 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 as of the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reported period. Ultimate results could differ from the estimates of management. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position as of September 30, 2017 and the results of its operations and cash flows for the nine months ended September 30, 2017 and 2016. Such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2017 may not be indicative of results for the full year. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to accruals, stock-based compensation expense, warrants to purchase securities, and reported amounts of revenue and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. Fair Value of Financial Instruments Fair values of financial instruments included in current assets and current liabilities are estimated to approximate their book values, due to the short maturity of such instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. The Company’s assets and liabilities that are measured at fair value on a recurring basis are measured in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures The three levels are defined as follows: ● Level 1 ● Level 2 ● Level 3 The Company’s cash equivalents, carried at fair value, are comprised of investments in federal agency backed money market funds. The following table presents information about the Company’s financial assets measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016: September 30, 2017 Quoted Prices in Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets Cash $ 169,766 $ 169,766 $ — $ — Money market funds, included in cash equivalents $ 38,850 $ 38,850 $ — $ — December 31, 2016 Quoted Prices in Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets Cash $ 1,137,633 $ 1,137,633 $ — $ — Money market funds, included in cash equivalents $ 2,024,767 $ 2,024,767 $ — $ — Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicated that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. The Company has recorded an impairment of $493,541 on the disposal of fixed assets during the nine months ended September 30, 2017 as a result of the Company’s decision to wind down operations. The Company recorded no impairment during the three and nine months ended September 30, 2016. Collaboration and license revenue Merck In December 2014, the Company entered into a study agreement with Merck Sharp & Dohme Corp., or Merck (the “Merck Agreement”). In February 2016, the Company and Merck subsequently amended the work plan under the Merck Agreement to also include non-small cell lung cancer tissues. Pursuant to the Merck Agreement, the Company conducted a specified research program using its platform technology to identify functional response of single cell types in colorectal cancer and non-small cell lung cancer in the presence or absence of immunomodulatory receptor modulators identified by Merck. Merck reimbursed the Company for the cost of performing the work plan set forth in the Merck Agreement, for up to a specified number of full-time employees at a pre-determined annual rate. In addition, Merck agreed to make certain milestone payments to the Company upon the completion of specified objectives set forth in the Merck Agreement and related work plan. On May 31, 2017, the Company and Merck further amended the Merck Agreement to extend the term until the earlier of (i) delivery to Merck of the final report of the study conducted pursuant to the terms of the Merck Agreement, or (ii) December 17, 2017. The May 2017 amendment also provides for a revised work plan to be included in the Merck Agreement. During the nine months ended September 30, 2017, the Company achieved the second milestone under the Merck Agreement. In June 2017, the Company reduced headcount and eliminated its research and development function. In addition, the Company sold all of the equipment related to its research and development activities. The Company is currently in the process of winding down its operations, disposing of its remaining assets, and resolving its outstanding debts. Consequently, the Company does not expect to conduct any further activities pursuant to its study agreement with Merck. There have been no other material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on March 28, 2017. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In July 2017, the FASB issued ASU No. 2017-11, Earnings per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 4 - PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: September December 31, 2017 2016 Laboratory equipment $ — $ 2,398,685 Computer equipment and software — 115,885 Furniture, fixtures and office equipment — 73,734 Leasehold improvements — 75,262 Property and equipment, gross — 2,663,566 Less - Accumulated depreciation — (1,761,469 ) Property and equipment, net $ — $ 902,097 There was no depreciation and amortization expense for the three months ended September 30, 2017. Depreciation and amortization expense for the three months ended September 30, 2016 was $126,301. Depreciation and amortization expense for the nine months ended September 30, 2017 and 2016 was $219,389 and $480,301, respectively. On June 21, 2017, the Company completed an auction pursuant to which it sold all of the equipment related to its research and development activities. The Company received $277,188 in net proceeds from the sale of this equipment. As a result of the equipment sale and the impairment of the Company’s remaining fixed assets, the Company incurred a loss on disposal of fixed assets of $435,011 during the nine months ended September 30, 2017. Loss on disposal of fixed assets is included in wind down expenses on the condensed consolidated statement of operations for the nine months ended September 30, 2017. |
RESTRICTED CASH
RESTRICTED CASH | 9 Months Ended |
Sep. 30, 2017 | |
Restricted Cash and Investments [Abstract] | |
RESTRICTED CASH | 5 - RESTRICTED CASH The Company held $5,000 and $534,780 in restricted cash as of September 30, 2017 and December 31, 2016, respectively. The balance as of December 31, 2016 was primarily held on deposit with a bank to collateralize a standby letter of credit in the name of the Company’s facility lessor in accordance with the Company’s facility lease agreement. The Company is currently engaged in negotiations with the lessor regarding the disposition of the facility lease. The Company extinguished the letter of credit and recorded wind down expenses of $529,699 during the nine months ended September 30, 2017. In October 2017, following the Company’s determination to discontinue monthly rent payments for periods after July 2017, and the lessor’s notice to the Company terminating the facility lease agreement, the lessor took possession of the Company’s cash security deposit in the amount of $529,699. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 6 - ACCRUED EXPENSES The Company’s accrued expenses consist of the following as of: September 30, December 31 2017 2016 Accrued wages and benefits $ 43,337 $ 222,141 Accrued professional fees 88,225 130,350 Accrued other 66,144 33,864 Total accrued expenses $ 197,706 $ 386,355 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | 7 - DEBT Equipment Lease Financing In December 2015, the Company and Fountain Leasing 2013 LP (“Fountain”) entered into a master lease agreement and related transaction documents, pursuant to which Fountain provided the Company with $506,944 for the purchase of research and development lab equipment (the “Fountain Lease”). Fountain’s security under the Fountain Lease is the equipment purchased and a security deposit in the amount of $101,389. The initial term of the Fountain Lease is 36 months, with payments of $21,545 per month for the first 24 months and then $1,267 for the 12 months thereafter. Pursuant to the terms of the Fountain Lease, the Company has an option at the end of the initial term to purchase the equipment for the greater of $25,347 or current fair market value, provided that such amount shall not be in excess of $152,083. In addition, the Company also has the option to extend the Fountain Lease for an additional 12 month period at a rate of $8,872 per month with the right at the end of such extension term to purchase the equipment for fair value or to return the equipment to Fountain. The Fountain Lease has a lease rate factor of 4.25% per month for the first 24 months and 0.25% for the final 12 months of the initial term. The Company recorded current equipment lease financing of $251,631 and long-term equipment lease financing of $14,840 as of December 31, 2016. The equipment is included in property and equipment on the Company’s unaudited condensed consolidated balance sheet as of December 31, 2016. On June 13, 2017, the Company entered into an agreement with Fountain to buy out the remaining equipment lease. The Company agreed to pay Fountain $204,045 (the “Buyout Price”) to terminate the Fountain Lease. Fountain applied security deposits and prepayments in the aggregate amount of $111,389 to offset the Buyout Price, and the Company paid Fountain the remaining amount of $92,656. As a result, the Company recorded a loss on disposal of fixed assets of $58,530 during the nine months ended September 30, 2017. The Company subsequently sold this and other laboratory equipment in an auction that ended on June 21, 2017. 2017 Unit Offering On May 19, 2017 (the “Closing Date”), the Company entered into a Subscription Agreement (the “Subscription Agreement”) with certain accredited investors, pursuant to which these investors (the “Holders”) purchased 668 Units (the “2017 Units”) of the Company’s securities, at a purchase price of $1,000 per Unit (the “2017 Unit Offering”). Each of the 2017 Units consists of (i) a 12% Senior Secured Promissory Note (the “2017 Notes”), with a face value of $1,150, and (ii) a warrant (the “Investor Warrant”) to purchase 11,500 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), exercisable until five years after the date of the closing, at an exercise price of $0.10 per share (subject to adjustment in certain circumstances). The Company recorded $461,367 in net proceeds, after deducting placement agent expenses and fees, as well as other transaction expenses, in connection with the sale of the 2017 Units. Interest on the 2017 Notes is payable on the face value of the 2017 Notes at the rate of 12% per annum, which is cumulative and due and payable in shares of Common Stock (the “Interest Shares”). The 2017 Notes have a stated maturity date of 12 months from the Closing Date. The 2017 Notes will rank senior to all existing indebtedness of the Company, except as otherwise set forth in the 2017 Notes. In the event of any liquidation, dissolution or winding up of the Company, the Holders will be entitled to receive, out of assets available therefor, an amount equal to 124% of the outstanding principal amount of the 2017 Notes, together with accrued and unpaid interest due thereon. In the event of a sale of the Company during the term of the 2017 Notes, at the closing of such sale, at the option of each Holder, the Holders will be entitled to receive an amount equal to 200% of the outstanding principal amount of the 2017 Notes and the associated accrued and unpaid interest due thereon; provided, that such amount will be paid in either cash or securities of the acquiring entity at such acquiring entity’s discretion. The 2017 Notes are convertible at the option of the Holders, in whole or in part, into shares of Common Stock (the “Conversion Shares” and together with the Interest Shares, the “Repayment Shares”) at any time after the earlier of (i) the date a registration statement registering the Repayment Shares is declared effective by the SEC or (ii) six months after the date of the initial closing of the 2017 Unit Offering. If no conversion has taken place within 12 months after the Closing Date the 2017 Notes, together with accrued and unpaid interest thereon, will automatically convert into the Repayment Shares. The conversion price per share of Common Stock in either event listed above is the lesser of (i) $0.10 per share (subject to adjustment in certain circumstances), or (ii) 75% of the volume weighted average price of the Common Stock during 10 consecutive trading days ending on the trading day immediately prior to the conversion date, subject to a floor of $0.03 per share (which floor is subject to adjustment in certain circumstances if the Company issues Common Stock, or Common Stock equivalents, at a price below $0.03 per share of Common Stock, and to proportionate adjustment in certain other circumstances). The 2017 Notes provide that the outstanding principal amount of the 2017 Notes, together with accrued and unpaid interest due thereon, will convert automatically into Common Stock on the date on which the Company completes and closes an offering involving the sale of at least $5,000,000 of equity securities or securities convertible into or exercisable for equity securities by the Company (a “Qualified Financing”). At the closing of a Qualified Financing, all outstanding principal and accrued interest then due on the 2017 Notes shall automatically be converted into a number of shares of Common Stock based upon a 25% discount to the lesser of (i) the lowest price at which Common Stock is sold in the Qualified Financing, or (ii) the lowest price at which securities sold in the Qualified Financing can be exercised for or converted into Common Stock. The Company’s obligations under the 2017 Notes are secured, pursuant to the terms of an Intellectual Property Security Agreement (the “Security Agreement”), dated as of the Closing Date, among the Grantors (as defined below), the Holders and the collateral agent for the Holders named therein, by a first priority security interest in all now owned or hereafter acquired intellectual property of the Company and Enumeral Biomedical Corp., a wholly-owned subsidiary of the Company (the “Subsidiary” and together with the Company, the “Grantors”), except to the extent such intellectual property cannot be assigned or the creation of a security interest would be prohibited by applicable law or contract. On October 23, 2017, the Grantors entered into Amendment No. 1 to the Security Agreement (the “Amendment”) with certain Holders who constituted Majority Holders (as defined in the Security Agreement). Pursuant to the terms of the Amendment, the Security Agreement was amended to exclude from the definition of collateral in the Security Agreement all intellectual property and other assets related to the Grantors’ TIM-3 antibody program and CD39 antibody program, and to terminate the security interest held by the Holders in such assets. Pursuant to the terms of a Placement Agency Agreement (the “Placement Agency Agreement”), dated as of May 12, 2017, between the Company and the placement agents for the 2017 Unit Offering (the “Placement Agents”), the Placement Agents are paid a commission equal to ten percent (10%) of the gross proceeds at each closing of the 2017 Unit Offering (the “Placement Agent Cash Fee”). The Placement Agency Agreement also provides that the Placement Agents, or their designees, will receive five-year warrants (the “2017 Placement Agent Warrants”) to purchase a number of shares of Common Stock at an exercise price of $0.05 per share equal to 10% of the number of Conversion Shares issuable upon conversion of the 2017 Notes issued at each closing of the 2017 Unit Offering, based on a conversion price of $0.10 per share. In accordance with the terms of the Placement Agency Agreement, on the Closing Date the Company issued 2017 Placement Agent Warrants to purchase an aggregate of 768,200 shares of Common Stock on the terms set forth above to the Placement Agents. The Placement Agency Agreement also provides that if, within 12 months of the first closing of the 2017 Unit Offering, the Company completes a financing or similar transaction (a “Subsequent Financing”) with a party introduced to the Company by the Placement Agents in connection with the 2017 Unit Offering, and a Placement Agent does not participate in such financing or similar transaction, the Placement Agent shall be entitled to receive a Placement Agent Cash Fee and 2017 Placement Agent Warrants for such Subsequent Financing in the same manner as calculated for the 2017 Unit Offering. Pursuant to a Registration Rights Agreement, dated as of the Closing Date (the “Registration Rights Agreement”), the Company granted registration rights to each Holder with respect to the Repayment Shares and the shares of Common Stock issuable upon exercise of the Investor Warrants (the “Investor Warrant Shares”), and to the Placement Agent with respect to the shares of Common Stock issuable upon exercise of the 2017 Placement Agent Warrants (the “Placement Agent Warrant Shares,” and, together with the Repayment Shares and Investor Warrant Shares, the “Registrable Shares”). Under the terms of the Registration Rights Agreement, the Company agreed to use its commercially reasonable efforts to promptly, but no later than 60 calendar days from the final closing date of the 2017 Unit Offering (the “Final Closing Date”), file a registration statement with the SEC (the “Registration Statement”) to register the resale of the Registrable Shares. The Company also agreed to use its commercially reasonable efforts to ensure that such Registration Statement is declared effective within 135 calendar days of the Final Closing Date. The Registration Rights Agreement provides that if the Company is late in filing the Registration Statement or if the Registration Statement is not declared effective within 135 days of the Final Closing Date, or if certain other Registration Events (as defined in the Registration Rights Agreement) occur, the Company will be required to pay the holders of Registrable Shares liquidated damages at a rate of 12% per annum of (i) the aggregate purchase price paid by such holder for the Registrable Shares pursuant to the Subscription Agreement, or (ii) $0.05 per share of Registrable Shares issued and issuable to such holder upon exercise of the 2017 Placement Agent Warrants, subject to certain limitations set forth in the Registration Rights Agreement; provided, however, that in no event shall the aggregate of any such liquidated damages exceed five percent (5%) of the applicable foregoing amounts described above with respect to such holder’s Registrable Shares that are affected by all Registration Events in the aggregate. No liquidated damages will accrue and accumulate with respect to (a) any Registrable Shares removed from the Registration Statement in response to a comment from the staff of the SEC limiting the number of shares of Common Stock which may be included in the Registration Statement. As of the date of this filing, the Company has not filed a Registration Statement, and the Company has accrued approximately $17,000 for liquidated damages as of September 30, 2017. The 2017 Notes were recorded at their face value of $768,200 and then subsequently reduced by the discount on the 2017 Notes of $100,200, placement agent commissions, legal fees and related transaction expenses of $206,633, and a beneficial conversion feature and debt discounts totaling $461,367. Some of these amounts were capped as they exceeded the face value of the 2017 Notes. The Company subsequently accreted $768,200, the sum of the amounts above, to interest expense during the period ended June 30, 2017 as a result of its decision to wind down the business. The Company recorded $23,316 and $33,702 in interest expense related to the 2017 Notes during the three and nine month periods ended September 30, 2017, respectively. |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | 8 - COMMITMENTS Operating Leases In March 2015, the Company relocated its offices and research laboratories to 200 CambridgePark Drive in Cambridge, Massachusetts. The Company is leasing 16,825 square feet at this facility (the “Premises”) pursuant to Indenture of Lease (the “Lease”) that the Company entered into in November 2014. The term of the Lease is for five years, and the initial base rent is $42.50 per square foot, or approximately $715,062 on an annual basis. The base rent will increase incrementally over the term of the Lease, reaching approximately $804,739 on an annual basis in the fifth year of the term. In addition, the Company is obligated to pay a proportionate share of the operating expenses and applicable taxes associated with the premises, as calculated pursuant to the terms of the Lease. The Company is also obligated to deliver a security deposit to the landlord in the amount of $529,699, either in the form of cash or an irrevocable letter of credit. The Company has recorded deferred rent in connection with the Lease as of December 31, 2016 in the amount of $63,116. In August 2017, the Company received a letter (the “Termination Letter”) on behalf of PPF OFF 200 Cambridge Park Drive, LLC (the “Landlord”) terminating the Lease. The Termination Letter stated that the Landlord has terminated the Lease effective immediately, pursuant to Section 20.2 thereof. The Termination Letter noted that the Company had failed to pay certain items of rent and other charges due on August 1, 2017, and that such failure had continued through the applicable cure period following initial notice delivered to the Company, which constitutes an Event of Default (as defined in the Lease). The Termination Letter stated that the Company is directed to immediately quit, surrender and deliver up the premises that are the subject of the Lease. The Termination Letter also noted that the Landlord reserves the right to avail itself of all rights and remedies under the Lease, at law and/or in equity. In connection with the Company’s decision to wind down its remaining operations, the Company recorded wind down expenses of $561,705 during the nine months ended September 30, 2017. This is the result of the extinguishment of prepaid rent of $99,115 and restricted cash of $529,699, offset by the extinguishment of deferred rent of $67,109, all of which were associated with the Lease. In October 2017, following the Company’s determination to discontinue monthly rent payments for periods after July 2017, and the Landlord’s delivery of the Termination Letter to the Company, the Landlord took possession of the Company’s cash security deposit in the amount of $529,699. In addition, the Company maintained a small corporate office at 1370 Broadway in New York, New York, at an annual rent of $23,100. The lease for the Company’s New York office expired on December 31, 2016. Rent expense was $18,966 and $282,423 for the three months ended September 30, 2017 and 2016, respectively. Rent expense was $638,485 and $929,243 for the nine months ended September 30, 2017 and 2016, respectively. The Company has made monthly rent payments under the Lease for periods through July 2017, but the Company has not made any monthly rent payments that were subsequently due. The future operating lease commitments listed below do not reflect the $529,699 cash security deposit that the Landlord took possession of in October 2017: For the twelve months ended September 30, Amount 2018 $ 898,329 2019 794,996 2020 235,308 Total $ 2,028,633 Employment Agreements The Company has letter agreements with its two remaining employees that contain provisions for continued payments of minimum annual salaries and severance benefits in the event of certain terminations of employment. |
LICENSE AGREEMENT AND RELATED-P
LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS | 9 - LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS License Agreement In April 2011, Enumeral licensed certain intellectual property from the Massachusetts Institute of Technology (“MIT”), then a related party (as one of Enumeral’s scientific co-founders was an employee of MIT), pursuant to an Exclusive License Agreement (as subsequently amended, the “License Agreement”), in exchange for the payment of upfront license fees and a commitment to pay annual license fees, patent costs, milestone payments, royalties on sublicense income and, upon product commercialization, royalties on the sales of products covered by the licenses or income from corporate partners, and the issuance of 66,303 shares of Enumeral common stock (which were subsequently converted into 73,074 shares of the Company’s common stock in connection with the July 2014 Merger). The License Agreement also initially contained certain participation rights and anti-dilution rights, pursuant to which MIT received additional shares of Enumeral common stock. These participation and anti-dilution rights were removed in a subsequent amendment to the License Agreement. The intellectual property portfolio under the License Agreement includes patents owned by Harvard University or co-owned by MIT and The Whitehead Institute, or MIT and Massachusetts General Hospital. In addition to potential future royalty and milestone payments that Enumeral may have to pay MIT per the terms of the License Agreement, Enumeral paid an annual fee of $50,000 in 2017. During the nine months ended September 30, 2017, the Company recorded an accrual of $10,000 for the required percentage of the Merck milestone payment owed to MIT pursuant to the terms of the License Agreement. During the nine months ended September 30, 2016, the Company recorded an accrual of $100,000 for the required percentage of the Pieris license payments owed to MIT pursuant to the terms of the License Agreement. No royalty payments have been payable as Enumeral has not commercialized any products as set forth in the License Agreement. On August 23, 2017, the Company received written notification from MIT, pursuant to which MIT terminated, effective immediately, the License Agreement. Pursuant to the terms thereof, certain provisions of the License Agreement survive the termination. In addition, the termination does not release the Company from any obligations accrued prior to the date of termination. All amounts incurred related to the license fees have been expensed as research and development expenses by Enumeral as incurred. The Company incurred $12,500 and $10,000 in the three months ended September 30, 2017 and 2016, respectively. The Company incurred $37,500 and $30,000 in the nine months ended September 30, 2017 and 2016, respectively. Under the terms of the now-terminated License Agreement, the Company reimbursed the costs to MIT and Harvard University for the continued prosecution of the licensed patent estate. For the three months ended September 30, 2017 and 2016, the Company paid $14,156 and $23,052 for MIT and $355 and $2,351 for Harvard, respectively. For the nine months ended September 30, 2017 and 2016, the Company paid $43,648 and $162,692 for MIT and $21,198 and $17,692 for Harvard, respectively. The Company had accounts payable and accrued expenses of $25,000 and $43,053 associated with the reimbursement of costs to MIT and Harvard as of September 30, 2017 and December 31, 2016, respectively. Consulting Agreements In September 2014, the Company and Dr. Barry Buckland, Ph.D, entered into a Scientific Advisory Board Agreement (the “SAB Agreement”), which replaced Dr. Buckland’s previous consulting agreement and pursuant to which Dr. Buckland served as chairman of the Company’s Scientific Advisory Board. In September 2016, the Company and Dr. Buckland entered into an amendment to the SAB Agreement to extend the term of the agreement to September 2017. Pursuant to the terms of the SAB Agreement, Dr. Buckland received compensation on an hourly or per diem basis, either in cash or, at Dr. Buckland’s election, in options to purchase the Company’s common stock. The SAB Agreement limits the total amount of compensation payable to Dr. Buckland at $100,000 over any rolling 12-month period. During the three months ended September 30, 2017, the Company recorded no expense related to the SAB agreement. During the three months ended September 30, 2016, the Company recorded $4,000 of expense related to the SAB agreement. During the nine months ended September 30, 2017 and 2016, the Company recorded $3,000 and $8,000 of expense related to the SAB agreement, respectively. On July 31, 2017, Dr. Buckland resigned as a member of the Company’s Board of Directors and as Chairman of the SAB. |
STOCK OPTIONS, RESTRICTED STOCK
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS | 10 - STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS Stock Options On July 31, 2014, the Company’s Board of Directors adopted, and the Company’s stockholders approved, the 2014 Equity Incentive Plan (the “2014 Plan”), which reserves a total of 8,100,000 shares of the Company’s common stock for incentive awards. Generally, shares that are expired, terminated, surrendered or cancelled without having been fully exercised will be available for future awards. As of September 30, 2017, there were 1,311,042 shares available for issuance under the 2014 Plan to eligible employees, non-employee directors and consultants. This number is subject to adjustment in the event of a stock split, reverse stock split, stock dividend, or other changes in the Company’s capitalization. During the nine months ended September 30, 2017 and 2016, there were 308,333 and 4,068,182 stock options granted to employees, directors or consultants with weighted-average grant date fair values, using the Black-Scholes pricing model, of $0.12 and $0.16, respectively. The Company estimates the fair value of each stock award on the grant date using the Black-Scholes option-pricing model based on the following assumptions and the assumptions regarding the fair value of the underlying common stock on each measurement date: For the nine months ended September 30, 2017 Expected Volatility 115% - 116% Risk-free interest rate 1.93% - 2.09% Expected term (in years) 5.0 - 6.0 Expected dividend yield 0% Stock-based compensation expense for stock options was $33,149 and $260,343 for the three months ended September 30, 2017 and 2016, respectively. Stock-based compensation expense for stock options was $177,150 and $803,747 for the nine months ended September 30, 2017 and 2016, respectively. The Company has an aggregate of $105,350 of unrecognized stock-based compensation expense for stock options as of September 30, 2017 to be amortized over a weighted average period of 1.0 years. In connection with Wael Fayad’s appointment as the Company’s Chairman, Chief Executive Officer and President in September 2016, the Company granted Mr. Fayad 1,750,000 options to purchase the Company’s common stock outside of the 2014 Plan, and 850,000 options to purchase the Company’s common stock under the 2014 Plan. On June 29, 2017, Mr. Fayad resigned as the Company’s President and Chief Executive Officer. Mr. Fayad remains on the Company’s Board of Directors and continues to serve as Chairman of the Board. Mr. Fayad’s options to purchase shares of the Company’s common stock remain outstanding while he continues to serve on the Company’s Board of Directors. On June 9, 2017, the Company entered into an amendment (the “Tinkelenberg Amendment”) to that certain separation letter agreement (the “Separation Agreement”), dated as of August 4, 2016, by and between the Company and Arthur H. Tinkelenberg, Ph.D., the Company’s former President and Chief Executive Officer. Pursuant to the terms of the Separation Agreement, the Company had agreed, among other things, to make certain payments to Dr. Tinkelenberg in connection with his separation of employment from the Company. Pursuant to the terms of the Tinkelenberg Amendment, Dr. Tinkelenberg agreed to forego the remaining amounts of the severance payments due to him under the Separation Agreement, effective as of June 1, 2017. In addition, the Company agreed that all remaining unvested options to purchase shares of the Company’s common stock held by Dr. Tinkelenberg fully vest and become exercisable as of June 1, 2017. The Company’s stock-based compensation expense includes $55,929 recorded during the nine months ended September 30, 2017 as a result of the accelerated vesting of Dr. Tinkelenberg’s common stock options. A summary of aggregate stock option activity both under the 2014 Plan and outside of the 2014 Plan for the nine months ended September 30, 2017 is as follows: Weighted- Weighted- Average Average Remaining Exercise Contractual Shares Price Term (years) Outstanding as of December 31, 2016 7,670,823 $ 0.41 8.8 Granted 308,333 $ 0.15 Canceled (422,023 ) $ 0.26 Outstanding as of September 30, 2017 7,557,133 $ 0.40 7.8 Exercisable as of September 30, 2017 4,837,885 $ 0.49 7.7 The aggregate intrinsic value of stock options exercisable as of September 30, 2017 was $0. The aggregate intrinsic value was calculated as the difference between the exercise price of the stock options and the fair value of the underlying common stock as of the unaudited condensed consolidated balance sheet date. Restricted Stock Stock-based compensation expense for restricted stock awards was $2,495 and $20,633 for the three months ended September 30, 2017 and 2016, respectively. Stock-based compensation expense for restricted stock awards was $9,980 and $79,551 for the nine months ended September 30, 2017 and 2016, respectively. A summary of restricted stock activity for the nine months ended September 30, 2017 is as follows: Weighted- Number of Average Grant Shares Date Fair Value Balance of unvested restricted stock as of December 31, 2016 — Issuance of restricted stock 66,666 $ 0.15 Vested (50,000 ) $ 0.15 Balance of unvested restricted stock as of September 30, 2017 16,666 $ 0.15 The Company has a de minimis Warrants A summary of the warrants outstanding as of September 30, 2017 is as follows: Warrant Type Warrants Exercise Price PPO 13,686,510 $ 2.00 PPO Agent 2,000,000 $ 0.125 Enumeral Series B Financing 421,969 $ 0.726 Enumeral 2014 Convertible Promissory Note Financing 510,236 $ 0.245 2016 Placement Agent 4,880,655 $ 0.0625 2017 Unit Offering 7,682,000 $ 0.10 2017 Unit Offering Agent 768,200 $ 0.05 Total 29,949,570 Warrant Issuance Transactions On July 29, 2016, the Company entered into a Subscription Agreement with certain accredited investors (the “Buyers”), pursuant to which the Buyers purchased the Company’s 12% Senior Secured Promissory Notes (the “2016 Notes”) in the aggregate principal amount of $3,038,256 (the “2016 Note Offering”). On December 12, 2016, the Company consummated an offer to amend and exercise certain outstanding warrants to purchase an aggregate of 21,549,510 shares of its common stock originally issued to investors who participated in the Company’s July 31, 2014 private placement financing (the “Warrant Tender Offer”). Pursuant to the Warrant Tender Offer, an aggregate of 6,863,000 warrants were tendered by their holders, and the Company received gross proceeds in the amount of $3,431,500 for the issuance of 27,452,000 shares of the Company’s common stock. In addition, pursuant to the Warrant Tender Offer, the full principal balance and accrued interest of the 2016 Notes was converted into 48,806,545 shares of the Company’s common stock. In connection with the conversion of the 2016 Notes and pursuant to the terms of the placement agent agreement associated with the 2016 Notes, the Company issued warrants to purchase 4,880,655 shares of the Company’s common stock at an exercise price of $0.125 per share to designees of the placement agent (the “2016 Placement Agent Warrants”). On March 21, 2017, the Company entered into an amendment with the holders of the 2016 Placement Agent Warrants to reduce the exercise price of such warrants from $0.125 per share to $0.0625 per share in consideration of the past efforts as well as future support and cooperation of the agent and its designees on behalf of the Company. The estimated fair value of these warrants at the time of the amendment was determined to be $601,144 using the Black-Sholes pricing model and the following assumptions: expected term of 9.7 years, exercise price of $0.0625 per share, 126.0% volatility, a risk-free rate of 2.43%, and no expected dividends. The Company recorded expense of $8,276 as a result of this amendment. In connection with the 2017 Unit Offering, the Company issued warrants to purchase 7,682,000 shares of the Company’s common stock to the Buyers (the “Investor Warrants”). The estimated fair value of these warrants at the time of issuance was determined to be $773,252 using the Black-Sholes pricing model and the following assumptions: expected term of 5.0 years, exercise price of $0.10 per share, 118.5% volatility, a risk-free rate of 1.79%, and no expected dividends. The value of the Investor Warrants exceeded the net proceeds from the 2017 Unit Offering and were recorded at the maximum value available after allocation of the beneficial conversion feature. See Note 7, 2017 Unit Offering. Pursuant to the terms of a Placement Agency Agreement (the “Placement Agency Agreement”), dated as of May 12, 2017, between the Company and the placement agents for the Offering (the “Placement Agents”), the Placement Agents are paid a commission equal to ten percent (10%) of the gross proceeds at each closing of the Offering (the “Placement Agent Cash Fee”). The Placement Agency Agreement also provides that the Placement Agents, or their designees, will receive five-year warrants (the “Placement Agent Warrants”) to purchase a number of shares of Common Stock at an exercise price of $0.05 per share equal to 10% of the number of Conversion Shares issuable upon conversion of the 2017 Notes issues at each closing of the Offering, based on a conversion price of $0.10 per share. In accordance with the terms of the Placement Agency Agreement, on the Closing Date the Company issued Placement Agent Warrants to purchase an aggregate of 768,200 shares of Common Stock on the terms set forth above to the Placement Agents. The estimated fair value of these warrants at the time of issuance was determined to be $82,065 using the Black-Sholes pricing model and the following assumptions: expected term of 5.0 years, exercise price of $0.05 per share, 118.5% volatility, a risk-free rate of 1.79%, and no expected dividends. In September 2017, one of the Company’s warrant holders abandoned all of its warrants to purchase shares of the Company’s common stock and returned those warrants to the Company. The abandoned warrants consist of warrants to purchase (a) 1,000,000 shares of the Company’s common stock at a price of $2.00 per share, expiring on July 30, 2019, and (b) 255,120 shares of the Company’s common stock at an exercise price of $0.2451, expiring on February 2, 2024. Derivative Liability Warrants (Amended in connection with the Warrant Tender Offer) PPO and PPO Agent Warrants In July 2014, the Company issued warrants to purchase 23,549,510 shares of the Company’s common stock in connection with the Company’s private placement offering that closed on July 31, 2014 (the “PPO”), of which warrants to purchase 21,549,510 shares of the Company’s common stock had an exercise price of $2.00 per share and were issued to the investors in the PPO, and warrants to purchase 2,000,000 shares of the Company’s common stock had an exercise price of $1.00 per share and were issued to the placement agents for the PPO (or their affiliates). Due to a price protection provision included in the warrant agreements, the warrants were deemed to be and were recorded as a derivative liability. As such, these outstanding warrants were revalued each reporting period with the resulting gains and losses recorded as the change in fair value of derivative liabilities on the unaudited condensed consolidated statement of operations. Derivative Liability Re-Measurement The Company used the Black-Scholes option-pricing model to estimate the fair values of the issued and outstanding warrants during the nine months ended September 30, 2016. The Company recorded income of $409,891 and $1,232,425 for the three and nine months ended September 30, 2016 due to the change in the fair value of the warrants for those periods. Outstanding warrants were revalued each reporting period with the resulting gains and losses recorded as the change in fair value of derivative liabilities on the unaudited condensed consolidated statements of operations. Due to the removal of the anti-dilution provisions in connection with the Warrant Tender Offer, the derivative liabilities were re-valued on December 12, 2016 and any remaining value was reclassified to equity upon extinguishment of the derivative liabilities. |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | 11 - CONCENTRATIONS During the three months ended September 30, 2017, the Company recorded no revenue. During the three months ended September 30, 2016, the Company recorded revenue from two entities in excess of 10% of the Company’s total revenue in the amounts of $226,115 and $94,696, which represents 70% and 30% of the Company’s total revenue for that period. During the nine months ended September 30, 2017, the Company recorded revenue from two entities in excess of 10% of the Company’s total revenue in the amounts of $104,246 and $100,000, which represents 51% and 49% of the Company’s total revenue for that period. During the nine months ended September 30, 2016, the Company recorded revenue from three entities in excess of 10% of the Company’s total revenue in the amounts of $1,000,000, $878,599 and $375,641, which represents 44%, 39% and 17% of the Company’s total revenue for that period. As of September 30, 2017, the Company’s accounts receivable balance was $0. As of December 31, 2016, accounts receivable consisted of amounts due from two entities which represented 64% and 36% of the Company’s total outstanding accounts receivable balance, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12 – SUBSEQUENT EVENTS As further detailed Note 7 above, on October 23, 2017, the Company and Enumeral entered into Amendment No. 1 to the Security Agreement (the “Amendment”) with certain Holders who constituted Majority Holders (as defined in the Security Agreement). Pursuant to the terms of the Amendment, the Security Agreement was amended to exclude from the definition of collateral in the Security Agreement all intellectual property and other assets related to the Company’s TIM-3 antibody program and CD39 antibody program, and to terminate the security interest held by the Holders in such assets. On October 27, 2017, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Elpiscience Biopharmaceuticals, Inc. Pursuant to the terms of the Purchase Agreement, the Company sold, assigned and transferred all of its right, title and interest in and to specified assets of the Company’s TIM-3 antibody program and CD39 antibody program in consideration for a cash payment in the amount of $300,000. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using GAAP for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the 2016 Financial Statements as filed on the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on March 28, 2017. The preparation of the unaudited condensed consolidated financial statements in conformity with these 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 as of the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reported period. Ultimate results could differ from the estimates of management. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position as of September 30, 2017 and the results of its operations and cash flows for the nine months ended September 30, 2017 and 2016. Such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2017 may not be indicative of results for the full year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to accruals, stock-based compensation expense, warrants to purchase securities, and reported amounts of revenue and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair values of financial instruments included in current assets and current liabilities are estimated to approximate their book values, due to the short maturity of such instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. The Company’s assets and liabilities that are measured at fair value on a recurring basis are measured in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures The three levels are defined as follows: ● Level 1 ● Level 2 ● Level 3 The Company’s cash equivalents, carried at fair value, are comprised of investments in federal agency backed money market funds. The following table presents information about the Company’s financial assets measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016: September 30, 2017 Quoted Prices in Active Markets (Level 1) Observable Inputs (Level 2) Unobservabl Inputs (Level 3) Assets Cash $ 169,766 $ 169,766 $ — $ — Money market funds, included in cash equivalents $ 38,850 $ 38,850 $ — $ — December 31, 2016 Quoted Prices in Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets Cash $ 1,137,633 $ 1,137,633 $ — $ — Money market funds, included in cash equivalents $ 2,024,767 $ 2,024,767 $ — $ — |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicated that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. The Company has recorded an impairment of $493,541 on the disposal of fixed assets during the nine months ended September 30, 2017 as a result of the Company’s decision to wind down operations. The Company recorded no impairment during the three and nine months ended September 30, 2016. |
Collaboration and license revenue | Collaboration and license revenue Merck In December 2014, the Company entered into a study agreement with Merck Sharp & Dohme Corp., or Merck (the “Merck Agreement”). In February 2016, the Company and Merck subsequently amended the work plan under the Merck Agreement to also include non-small cell lung cancer tissues. Pursuant to the Merck Agreement, the Company conducted a specified research program using its platform technology to identify functional response of single cell types in colorectal cancer and non-small cell lung cancer in the presence or absence of immunomodulatory receptor modulators identified by Merck. Merck reimbursed the Company for the cost of performing the work plan set forth in the Merck Agreement, for up to a specified number of full-time employees at a pre-determined annual rate. In addition, Merck agreed to make certain milestone payments to the Company upon the completion of specified objectives set forth in the Merck Agreement and related work plan. On May 31, 2017, the Company and Merck further amended the Merck Agreement to extend the term until the earlier of (i) delivery to Merck of the final report of the study conducted pursuant to the terms of the Merck Agreement, or (ii) December 17, 2017. The May 2017 amendment also provides for a revised work plan to be included in the Merck Agreement. During the nine months ended September 30, 2017, the Company achieved the second milestone under the Merck Agreement. In June 2017, the Company reduced headcount and eliminated its research and development function. In addition, the Company sold all of the equipment related to its research and development activities. The Company is currently in the process of winding down its operations, disposing of its remaining assets, and resolving its outstanding debts. Consequently, the Company does not expect to conduct any further activities pursuant to its study agreement with Merck. There have been no other material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on March 28, 2017. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In July 2017, the FASB issued ASU No. 2017-11, Earnings per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of financial assets and liabilities measured at fair value | The following table presents information about the Company’s financial assets measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016: September 30, 2017 Quoted Prices in Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets Cash $ 169,766 $ 169,766 $ — $ — Money market funds, included in cash equivalents $ 38,850 $ 38,850 $ — $ — December 31, 2016 Quoted Prices in Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets Cash $ 1,137,633 $ 1,137,633 $ — $ — Money market funds, included in cash equivalents $ 2,024,767 $ 2,024,767 $ — $ — |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net consist of the following: September 30, December 31, 2017 2016 Laboratory equipment $ — $ 2,398,685 Computer equipment and software — 115,885 Furniture, fixtures and office equipment — 73,734 Leasehold improvements — 75,262 Property and equipment, gross — 2,663,566 Less - Accumulated depreciation — (1,761,469 ) Property and equipment, net $ — $ 902,097 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | The Company’s accrued expenses consist of the following as of: September 30, December 31, 2017 2016 Accrued wages and benefits $ 43,337 $ 222,141 Accrued professional fees 88,225 130,350 Accrued other 66,144 33,864 Total accrued expenses $ 197,706 $ 386,355 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future operating lease commitments | The future operating lease commitments listed below do not reflect the $529,699 cash security deposit that the Landlord took possession of in October 2017: For the twelve months ended September 30, Amount 2018 $ 898,329 2019 794,996 2020 335,308 Total $ 2,028,633 |
STOCK OPTIONS, RESTRICTED STO23
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of valuation assumptions | The Company estimates the fair value of each stock award on the grant date using the Black-Scholes option-pricing model based on the following assumptions and the assumptions regarding the fair value of the underlying common stock on each measurement date: For the nine months ended September 30, 2017 Expected Volatility 115% - 116% Risk-free interest rate 1.93% - 2.09% Expected term (in years) 5.0 - 6.0 Expected dividend yield 0% |
Schedule of stock option activity | A summary of aggregate stock option activity both under the 2014 Plan and outside of the 2014 Plan for the nine months ended September 30, 2017 is as follows: Weighted- Weighted- Average Average Remaining Exercise Contractual Shares Price Term (years) Outstanding as of December 31, 2016 7,670,823 $ 0.41 8.8 Granted 308,333 $ 0.15 Canceled (422,023 ) $ 0.26 Outstanding as of September 30, 2017 7,557,133 $ 0.40 7.8 Exercisable as of September 30, 2017 4,837,885 $ 0.49 7.7 |
Schedule of restricted stock activity | A summary of restricted stock activity for the nine months ended September 30, 2017 is as follows: Weighted- Number of Average Grant Shares Date Fair Value Balance of unvested restricted stock as of December 31, 2016 — Issuance of restricted stock 66,666 $ 0.15 Vested (50,000 ) $ 0.15 Balance of unvested restricted stock as of September 30, 2017 16,666 $ 0.15 |
Schedule of warrant activity | A summary of the warrants outstanding as of September 30, 2017 is as follows: Warrant Type Warrants Exercise Price PPO 13,686,510 $ 2.00 PPO Agent 2,000,000 $ 0.125 Enumeral Series B Financing 421,969 $ 0.726 Enumeral 2014 Convertible Promissory Note Financing 510,236 $ 0.245 2016 Placement Agent 4,880,655 $ 0.0625 2017 Unit Offering 7,682,000 $ 0.10 2017 Unit Offering Agent 768,200 $ 0.05 Total 29,949,570 |
NATURE OF BUSINESS (Details Nar
NATURE OF BUSINESS (Details Narrative) | Oct. 27, 2017USD ($) |
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Elpiscience Biopharmaceuticals, Inc. [Member] | |
Total consideration in cash | $ 300,000 |
GOING CONCERN AND LIQUIDITY (De
GOING CONCERN AND LIQUIDITY (Details Narrative) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Risks and Uncertainties [Abstract] | ||||
Cash and cash equivalents | $ 208,616 | $ 3,162,400 | $ 1,893,414 | $ 3,596,262 |
Accumulated defict | $ (31,987,428) | $ (26,265,207) |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Cash | $ 169,766 | $ 1,137,633 |
Money market funds, included in cash equivalents | 38,850 | 2,024,767 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Cash | 169,766 | 1,137,633 |
Money market funds, included in cash equivalents | 38,850 | 2,024,767 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Cash | ||
Money market funds, included in cash equivalents | ||
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Cash | ||
Money market funds, included in cash equivalents |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Accounting Policies [Abstract] | |
Impairment of long-lived assets | $ 493,541 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,663,566 | |
Less - Accumulated depreciation | (1,761,469) | |
Property and equipment, net | 902,097 | |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,398,685 | |
Computer/Office Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 115,885 | |
Furniture, Fixtures and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 73,734 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 75,262 |
PROPERTY AND EQUIPMENT, NET (29
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 126,301 | $ 219,389 | $ 480,301 | |
Sales of property and equipment | 277,188 | |||
Assets write-down | $ 435,011 |
RESTRICTED CASH (Details Narrat
RESTRICTED CASH (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 31, 2017 | Dec. 31, 2016 | |
Restricted cash | $ 5,000 | $ 534,780 | |
Wind down expenses | $ 529,699 | ||
Subsequent Event [Member] | |||
Cash security deposit | $ 529,699 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued wages and benefits | $ 43,337 | $ 222,141 |
Accrued professional fees | 88,225 | 130,350 |
Accrued other | 66,144 | 33,864 |
Total accrued expenses | $ 197,706 | $ 386,355 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | May 19, 2017 | May 12, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 13, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current equipment lease financing, net | $ 251,631 | |||||||
Long-term equipment lease financing, net | $ 14,840 | |||||||
Common stock, at par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Debt discount associated with the 2017 Unit Offering | $ 461,361 | |||||||
Accretion of debt discount and issuance costs | 768,200 | $ 84,642 | ||||||
2017 Unit Offering [Member] | Warrant [Member] | ||||||||
Warrant term | 5 years | |||||||
2017 Unit Offering [Member] | 12% Senior Secured Promissory Notes (2017 Notes) [Member] | ||||||||
Debt face amount | $ 768,200 | 768,200 | ||||||
Transaction expenses | 206,633 | |||||||
Debt discount associated with the 2017 Unit Offering | 461,367 | |||||||
Discount on notes | 100,200 | 100,200 | ||||||
Accretion of debt discount and issuance costs | 768,200 | |||||||
Interest expense | $ 23,316 | $ 33,702 | ||||||
Registration Rights Agreement [Member] | ||||||||
Description of liquidated damages | Liquidated damages at a rate of 12% per annum of (i) the aggregate purchase price paid by such holder for the Registrable Shares pursuant to the Subscription Agreement, or (ii) $0.05 per share of Registrable Shares issued and issuable to such holder upon exercise of the 2017 Placement Agent Warrants, subject to certain limitations set forth in the Registration Rights Agreement; provided, however, that in no event shall the aggregate of any such liquidated damages exceed five percent (5%) of the applicable foregoing amounts described above with respect to such holder’s Registrable Shares that are affected by all Registration Events in the aggregate. No liquidated damages will accrue and accumulate with respect to (a) any Registrable Shares removed from the Registration Statement in response to a comment from the staff of the SEC limiting the number of shares of Common Stock which may be included in the Registration Statement. | |||||||
Liquidated damages | $ 17,000 | |||||||
12% Senior Secured Promissory Notes (2017 Notes) [Member] | Qualified Financing [Member] | ||||||||
Proceeds from issuance of equity securities | $ 5,000,000 | |||||||
12% Senior Secured Promissory Notes (2017 Notes) [Member] | Placement Agency Agreement [Member] | Warrant [Member] | ||||||||
Warrant term | 5 years | |||||||
Equipment Lease Financing [Member] | ||||||||
Lease term | 36 months | |||||||
Description of lease | The initial term of the Fountain Lease is 36 months, with payments of $21,545 per month for the first 24 months and then $1,267 for the 12 months thereafter. Pursuant to the terms of the Fountain Lease, the Company has an option at the end of the initial term to purchase the equipment for the greater of $25,347 or current fair market value, provided that such amount shall not be in excess of $152,083. In addition, the Company also has the option to extend the Fountain Lease for an additional 12 month period at a rate of $8,872 per month with the right at the end of such extension term to purchase the equipment for fair value or to return the equipment to Fountain. The Fountain Lease has a lease rate factor of 4.25% per month for the first 24 months and 0.25% for the final 12 months of the initial term. | |||||||
Fountain Leasing 2013 LP [Member] | Equipment Lease Financing [Member] | ||||||||
Security deposit | $ 111,389 | |||||||
Buyout price | 204,045 | |||||||
Balance to offset the buyout price | $ 92,656 | |||||||
Loss on disposal of fixed assets | $ 58,530 | |||||||
Accredited Investors [Member] | Subscription Agreement [Member] | 2017 Unit Offering [Member] | ||||||||
Number of units issued | 668 | |||||||
Unit price (in dollars per share) | $ 1,000 | |||||||
Description of each unit composition | Each of the 2017 Units consists of (i) a 12% Senior Secured Promissory Note (the “2017 Notes”), with a face value of $1,150, and (ii) a warrant (the “Investor Warrant”) to purchase 11,500 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), exercisable until five years after the date of the closing, at an exercise price of $0.10 per share (subject to adjustment in certain circumstances). | |||||||
Net proceeds from issuance of units | $ 461,367 | |||||||
Accredited Investors [Member] | Subscription Agreement [Member] | 2017 Unit Offering [Member] | Warrant [Member] | ||||||||
Number common shares called by each warrant | 11,500 | |||||||
Common stock, at par value (in dollars per share) | $ 0.001 | |||||||
Warrant exercise price (in dollars per share) | $ 0.10 | |||||||
Warrant term | 5 years | |||||||
Accredited Investors [Member] | Subscription Agreement [Member] | 2017 Unit Offering [Member] | 12% Senior Secured Promissory Notes (2017 Notes) [Member] | ||||||||
Debt face amount | $ 1,150 | |||||||
Description of debt payment terms | In the event of any liquidation, dissolution or winding up of the Company, the Holders will be entitled to receive, out of assets available therefor, an amount equal to 124% of the outstanding principal amount of the 2017 Notes, together with accrued and unpaid interest due thereon. In the event of a sale of the Company during the term of the 2017 Notes, at the closing of such sale, at the option of each Holder, the Holders will be entitled to receive an amount equal to 200% of the outstanding principal amount of the 2017 Notes and the associated accrued and unpaid interest due thereon; provided, that such amount will be paid in either cash or securities of the acquiring entity at such acquiring entity’s discretion. | |||||||
Description of debt conversion terms | The conversion price per share of Common Stock in either event listed above is the lesser of (i) $0.10 per share (subject to adjustment in certain circumstances), or (ii) 75% of the volume weighted average price of the Common Stock during 10 consecutive trading days ending on the trading day immediately prior to the conversion date, subject to a floor of $0.03 per share (which floor is subject to “full ratchet” adjustment in certain circumstances if the Company issues Common Stock, or Common Stock equivalents, at a price below $0.03 per share of Common Stock, and to proportionate adjustment in certain other circumstances). | |||||||
Description of collateral | Secured, pursuant to the terms of an Intellectual Property Security Agreement (the “Security Agreement”), dated as of the Closing Date, among the Grantors (as defined below), the Holders and the collateral agent for the Holders named therein, by a first priority security interest in all now owned or hereafter acquired intellectual property of the Company and Enumeral Biomedical Corp., a wholly-owned subsidiary of the Company (the “Subsidiary” and together with the Company, the “Grantors”), except to the extent such intellectual property cannot be assigned or the creation of a security interest would be prohibited by applicable law or contract. | |||||||
Placement Agents [Member] | Placement Agency Agreement [Member] | 2017 Unit Offering [Member] | Warrant [Member] | ||||||||
Warrant term | 5 years | |||||||
Description of debt conversion terms | 10% of the number of Conversion Shares issuable upon conversion of the 2017 Notes issued at each closing of the 2017 Unit Offering, | |||||||
Stock conversion price (in dollars per share) | $ 0.10 | |||||||
Number of warrant issued to purchase common stock | 768,200 | |||||||
Master Lease Agreement [Member] | Fountain Leasing 2013 LP [Member] | Laboratory Equipment [Member] | ||||||||
Debt face amount | $ 506,944 | |||||||
Security deposit | 101,389 | |||||||
Payments for extended lease, per month | 8,872 | |||||||
Master Lease Agreement [Member] | Fountain Leasing 2013 LP [Member] | Laboratory Equipment [Member] | First 24 Months [Member] | ||||||||
Payments for lease, per month | 21,545 | |||||||
Master Lease Agreement [Member] | Fountain Leasing 2013 LP [Member] | Laboratory Equipment [Member] | 12 Months Thereafter [Member] | ||||||||
Payments for lease, per month | $ 1,267 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Sep. 30, 2017USD ($) |
Future operating lease commitments: | |
2,018 | $ 898,329 |
2,019 | 794,996 |
2,020 | 335,308 |
Total future minimum payments due | $ 2,028,633 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2015USD ($)ft² | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Oct. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Operating Leased Assets [Line Items] | |||||||
Initial base rent on an annual basis | $ 23,100 | ||||||
Lease expiration date | Dec. 31, 2016 | ||||||
Rent expenses | $ 18,966 | $ 282,423 | $ 638,485 | $ 929,243 | |||
Wind down expenses | 529,699 | ||||||
Subsequent Event [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Security deposit agreed to delivered to Landlord | $ 529,699 | ||||||
Office Lease Two [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Lease term | 5 years | ||||||
Square footage of leased property | ft² | 16,825 | ||||||
Initial base rent per square foot | $ 42.50 | ||||||
Initial base rent on an annual basis | 715,062 | ||||||
Maximum initial base rent on an annual basis | 804,739 | ||||||
Security deposit agreed to delivered to Landlord | $ 529,699 | ||||||
Wind down expenses | 561,705 | ||||||
Restricted cash | 529,699 | 529,699 | |||||
Deffered rent | 67,109 | 67,109 | $ 63,116 | ||||
Prepaid rent | $ 99,115 | $ 99,115 |
LICENSE AGREEMENT AND RELATED35
LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jul. 31, 2014 | Apr. 30, 2011 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||||||||
Research and development | $ 90,822 | $ 1,026,317 | $ 2,120,275 | $ 3,737,161 | ||||
Stock compensation expense | 187,130 | 883,298 | ||||||
Barry Buckland PhD [Member] | Scientific Advisory Board Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting agreement, payment amount | $ 100,000 | |||||||
Consulting agreements expenses | 4,000 | 3,000 | 8,000 | |||||
Licensing Agreements [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of common stock - license agreement, shares | 66,303 | |||||||
Converted common stock - license agreement, shares | 73,074 | |||||||
Licensing Agreements [Member] | Pieris license [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accrual from royalty and milestone payments | 100,000 | |||||||
Licensing Agreements [Member] | Merck milestone [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accrual from royalty and milestone payments | 10,000 | |||||||
Licensing Agreements [Member] | Massachusetts Institute Of Technology [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Research and development | 12,500 | 10,000 | 37,500 | 30,000 | ||||
Royalty and milestone payments, 2017 | 50,000 | 50,000 | ||||||
Payments for reimbursements | 14,156 | 23,052 | 43,648 | 162,692 | ||||
Accounts payable and accrued expenses | 25,000 | 25,000 | $ 43,053 | |||||
Licensing Agreements [Member] | Harvard [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payments for reimbursements | 355 | $ 2,351 | 21,198 | $ 17,692 | ||||
Accounts payable and accrued expenses | $ 25,000 | $ 25,000 | $ 43,053 |
STOCK OPTIONS, RESTRICTED STO36
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Expected Volatility | 115.00% |
Risk-free interest rate | 1.93% |
Expected term (in years) | 5 years |
Maximum [Member] | |
Expected Volatility | 116.00% |
Risk-free interest rate | 2.09% |
Expected term (in years) | 6 years |
STOCK OPTIONS, RESTRICTED STO37
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 1) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning | shares | 7,670,823 |
Granted | shares | 308,333 |
Canceled | shares | (422,023) |
Outstanding at end | shares | 7,557,133 |
Exercisable at end | shares | 4,837,885 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Rollforward] | |
Outstanding at beginning | $ / shares | $ 0.41 |
Granted | $ / shares | 0.15 |
Canceled | $ / shares | 0.26 |
Outstanding at end | $ / shares | 0.40 |
Exercisable at end | $ / shares | $ 0.49 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Rollforward] | |
Outstanding at beginning | 8 years 9 months 18 days |
Outstanding at end | 7 years 9 months 18 days |
Exercisable at end | 7 years 8 months 12 days |
STOCK OPTIONS, RESTRICTED STO38
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 2) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance of unvested restricted stock at beginning | |
Issuance of restricted stock | 66,666 |
Vested | (50,000) |
Balance of unvested restricted stock at end | 16,666 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Rollforward] | |
Issuance of restricted stock | $ / shares | $ 0.15 |
Vested | $ / shares | 0.15 |
Balance of unvested restricted stock at end | $ / shares | $ 0.15 |
STOCK OPTIONS, RESTRICTED STO39
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 3) - $ / shares | Sep. 30, 2017 | Mar. 21, 2017 |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 29,949,570 | |
PPO [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 13,686,510 | |
Exercise price (in dollars per share) | $ 2 | |
PPO Agent [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 2,000,000 | |
Exercise price (in dollars per share) | $ 0.125 | |
Enumeral Series B Financing [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 421,969 | |
Exercise price (in dollars per share) | $ 0.726 | |
Enumeral 2014 Convertible Promissory Note Financing [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 510,236 | |
Exercise price (in dollars per share) | $ 0.245 | |
2016 Placement Agent [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 4,880,655 | |
Exercise price (in dollars per share) | $ 0.0625 | $ 0.125 |
2017 Unit Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 7,682,000 | |
Exercise price (in dollars per share) | $ 0.10 | |
2017 Unit Offering Agent [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 768,200 | |
Exercise price (in dollars per share) | $ 0.05 |
STOCK OPTIONS, RESTRICTED STO40
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details Narrative) - USD ($) | Mar. 21, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 12, 2016 | Jul. 29, 2016 | Jul. 31, 2014 |
Warrant outstanding | 29,949,570 | 29,949,570 | ||||||
Expected dividends | 0.00% | |||||||
Change in fair value of derivative liabilities | $ 409,891 | $ 1,232,425 | ||||||
Warrant expense | $ 8,276 | |||||||
Warrant Tender Offer [Member] | ||||||||
Number of warrants issued | 27,452,000 | 27,452,000 | ||||||
Proceeds from issuance of common stock | $ 3,431,500 | |||||||
Warrant Tender Offer [Member] | Private Placement Offering [Member] | ||||||||
Number of warrants issued | 6,863,000 | |||||||
12% Senior Secured Promissory Notes (2014 Notes) [Member] | Warrant Tender Offer [Member] | ||||||||
Number of shares issued upon conversion | 48,806,545 | |||||||
Subscription Agreement [Member] | Accredited Investors [Member] | 12% Senior Secured Promissory Notes (2014 Notes) [Member] | ||||||||
Debt instrument, face amount | $ 3,038,256 | |||||||
Minimum [Member] | ||||||||
Volatility | 115.00% | |||||||
Risk-free rate | 1.93% | |||||||
Maximum [Member] | ||||||||
Volatility | 116.00% | |||||||
Risk-free rate | 2.09% | |||||||
2016 Placement Agent [Member] | ||||||||
Warrant outstanding | 4,880,655 | 4,880,655 | ||||||
Exercise price (in dollars per share) | $ 0.125 | $ 0.0625 | $ 0.0625 | |||||
Fair value of warrant | $ 601,144 | |||||||
Term of warrants | 9 years 8 months 12 days | |||||||
Volatility | 126.00% | |||||||
Risk-free rate | 2.43% | |||||||
Expected dividends | 0.00% | |||||||
Warrant expense | $ 8,276 | |||||||
2016 Placement Agent [Member] | Minimum [Member] | ||||||||
Exercise price (in dollars per share) | $ 0.0625 | |||||||
2016 Placement Agent [Member] | Maximum [Member] | ||||||||
Exercise price (in dollars per share) | $ 0.125 | |||||||
Restricted Stock [Member] | ||||||||
Stock based compensation expense | $ 2,495 | $ 20,633 | $ 9,980 | $ 79,551 | ||||
2014 Equity Incentive Plan [Member] | ||||||||
Number of shares authorized | 8,100,000 | |||||||
2014 Equity Incentive Plan [Member] | Employee Stock Option [Member] | ||||||||
Number of shares available for grant | 308,333 | 1,468,182 | 308,333 | 1,468,182 | ||||
Number of shares available for future issuance | 1,311,042 | 1,311,042 | ||||||
Stock based compensation expense | $ 33,149 | $ 260,343 | $ 177,150 | $ 803,747 | ||||
Unrecognized compensation expense | 105,350 | $ 105,350 | ||||||
Recognition period | 1 year | |||||||
Intrinsic value of options exercisable | $ 0 | $ 0 | ||||||
Grant date fair value of options granted (in dollars per share) | $ 0.12 | $ 0.16 | ||||||
Dr. Arthur H. Tinkelenberg [Member] | ||||||||
Stock based compensation expense | $ 55,929 | |||||||
Investors [Member] | Warrant Tender Offer [Member] | Private Placement Offering [Member] | ||||||||
Number of warrants issued | 21,549,510 | |||||||
Mr. Wael Fayad [Member] | 2014 Equity Incentive Plan [Member] | Offer Letter Agreement [Member] | ||||||||
Number of shares available for grant | 850,000 | 850,000 | ||||||
Mr. Wael Fayad [Member] | Outside 2014 Equity Incentive Plan [Member] | Offer Letter Agreement [Member] | ||||||||
Number of shares available for grant | 1,750,000 | 1,750,000 |
STOCK OPTIONS, RESTRICTED STO41
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details Narrative 1) - USD ($) | May 19, 2017 | May 12, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Jul. 31, 2014 |
Warrant outstanding | 29,949,570 | 29,949,570 | |||
Expected dividends | 0.00% | ||||
Warrant [Member] | |||||
Number of abandoned warrants | 1,000,000 | ||||
Share price (in dollars per share) | $ 2 | $ 2 | |||
Warrant maturity date | Jul. 30, 2019 | ||||
Warrant [Member] | 12% Senior Secured Promissory Notes (2017 Notes) [Member] | Placement Agency Agreement [Member] | |||||
Number of warrants issued | 768,200 | ||||
Term of warrants | 5 years | ||||
Volatility | 118.50% | ||||
Risk-free rate | 1.79% | ||||
Conversion price (In dollars per share) | $ 0.10 | ||||
Exercise price (in dollars per share) | $ 0.05 | ||||
Warrant 2 [Member] | |||||
Number of abandoned warrants | 255,120 | ||||
Share price (in dollars per share) | $ 0.2451 | $ 0.2451 | |||
Warrant maturity date | Feb. 2, 2024 | ||||
Private Placement Offering [Member] | Warrant [Member] | |||||
Warrant outstanding | 23,549,510 | ||||
Private Placement Offering [Member] | Warrant [Member] | Investors [Member] | |||||
Number of warrants issued | 21,549,510 | ||||
Exercise price (in dollars per share) | $ 2 | ||||
Private Placement Offering [Member] | Warrant [Member] | Placement Agent [Member] | |||||
Number of warrants issued | 2,000,000 | ||||
Exercise price (in dollars per share) | $ 1 | ||||
2017 Unit Offering [Member] | Warrant [Member] | |||||
Number of warrants issued | 7,682,000 | ||||
Fair value of warrant | $ 773,252 | ||||
Term of warrants | 5 years | ||||
Volatility | 10.00% | ||||
Risk-free rate | 118.50% | ||||
Expected dividends | 1.79% |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 0 | |||
Accounts Receivable [Member] | Major Customer One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 64.00% | |||
Accounts Receivable [Member] | Major Customer Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 36.00% | |||
Sales Revenue, Net [Member] | Major Customer One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 70.00% | 51.00% | 44.00% | |
Revenues | $ 226,115 | $ 104,246 | $ 1,000,000 | |
Sales Revenue, Net [Member] | Major Customer Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 30.00% | 49.00% | 39.00% | |
Revenues | $ 94,696 | $ 100,000 | $ 878,599 | |
Sales Revenue, Net [Member] | Major Customer Three [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 17.00% | |||
Revenues | $ 375,641 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Oct. 27, 2017USD ($) |
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Elpiscience Biopharmaceuticals, Inc. [Member] | |
Total consideration in cash | $ 300,000 |