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 | Matinas BioPharma Holdings, Inc. | |
Entity Central Index Key | 1,582,554 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | MTNB | |
Entity Common Stock, Shares Outstanding | 92,950,096 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 9,000,674 | $ 4,105,451 |
Restricted cash | 155,404 | 155,610 |
Prepaid expenses | 1,017,372 | 304,427 |
Total current assets | 10,173,450 | 4,565,488 |
Leasehold improvements and equipment - net | 1,460,455 | 356,143 |
In-process research and development | 3,017,377 | 3,017,377 |
Goodwill | 1,336,488 | 1,336,488 |
Other assets including long term security deposit | 535,999 | 540,845 |
TOTAL ASSETS | 16,523,769 | 9,816,341 |
CURRENT LIABILITIES | ||
Accounts payable | 341,593 | 475,602 |
Note payable | 297,912 | 118,046 |
Accrued expenses | 753,760 | 829,724 |
Deferred revenue | 74,844 | |
Deferred rent liability | 395,620 | 11,485 |
Lease liability | 19,020 | 9,936 |
Total current liabilities | 1,882,749 | 1,444,793 |
LONG TERM LIABILITIES | ||
Deferred tax liability | 1,205,141 | 1,205,141 |
Lease liability - net of current portion | 47,914 | 16,446 |
Stock dividends payable - Long Term | 603,143 | |
TOTAL LIABILITIES | 3,738,947 | 2,666,380 |
STOCKHOLDERS' EQUITY | ||
Common stock par value $0.0001 per share, 250,000,000 and 250,000,000 shares authorized at September 30, 2017 and December 31, 2016, respectively; 92,950,096 issued and outstanding as of September 30, 2017; 58,159,495 issued and outstanding as of December 31, 2016 | 9,294 | 5,817 |
Additional paid in capital | 54,686,207 | 36,237,504 |
Accumulated deficit | (47,646,524) | (35,179,710) |
Total stockholders' equity | 12,784,822 | 7,149,961 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 16,523,769 | 9,816,341 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Series A Convertible preferred stock, stated value $5.00 per share, 1,600,000 shares authorized as of September 30,2017 and December 31, 2016; 1,507,858 and 1,600,000 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively, (liquidation preference - $8,142,433 at September 30, 2017) | $ 5,735,845 | $ 6,086,350 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 92,950,096 | 58,159,495 |
Common stock, shares outstanding | 92,950,096 | 58,159,495 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 5 | $ 5 |
Preferred stock, shares authorized | 1,600,000 | 1,600,000 |
Preferred stock, shares issued | 1,507,858 | 1,600,000 |
Preferred stock, shares outstanding | 1,507,858 | 1,600,000 |
Preferred stock, liquidation preference value | $ 8,142,433 |
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: | ||||
Contract research revenue | $ 44,906 | $ 104,781 | ||
Costs and Expenses: | ||||
Research and development | 2,013,063 | 835,308 | 6,711,997 | 2,399,595 |
General and administrative | 1,440,141 | 999,803 | 5,264,609 | 3,293,233 |
Total costs and expenses | 3,453,204 | 1,835,111 | 11,976,606 | 5,692,828 |
Loss from operations | (3,408,298) | (1,835,111) | (11,871,825) | (5,692,828) |
Other income/(expense), net | 13,584 | (3,325) | 13,354 | (14,103) |
Net loss | (3,394,714) | (1,838,436) | (11,858,471) | (5,706,931) |
Dividend to preferred shareholders | (608,343) | (608,343) | ||
Convertible preferred stock beneficial conversion feature accreted as a deemed dividend | (4,393,809) | (4,393,809) | ||
Inducement charge from exercise of warrants | (16,741,356) | |||
Net loss attributable to common shareholders | $ (4,003,057) | $ (6,232,245) | $ (29,208,170) | $ (10,100,740) |
Net loss available for common shareholders per share - basic and diluted | $ (0.04) | $ (0.11) | $ (0.33) | $ (0.18) |
Weighted average common shares outstanding: | ||||
basic and diluted | 92,222,601 | 57,628,917 | 89,468,153 | 57,505,788 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (11,858,471) | $ (5,706,931) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 56,229 | 39,965 |
Deferred rent | 97,415 | 2,001 |
Share based compensation expense | 2,239,259 | 1,274,108 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 51,418 | 240,116 |
Other assets | 5,081 | 105,269 |
Accounts payable | (134,009) | (288,379) |
Accrued expenses - other liabilities | (1,120) | 331,127 |
Net cash used in operating activities | (9,544,198) | (4,002,724) |
Cash flows from investing activities: | ||
Leasehold improvements | (823,886) | |
Net cash used in investing activities | (823,886) | |
Cash flows from financing activities: | ||
Proceeds from preferred stock issued for cash | 8,000,000 | |
Preferred stock issuance costs | (1,157,603) | |
Net proceeds from exercise of warrants | 14,834,344 | 240,000 |
Net proceeds from ATM sales | 641,510 | |
Payment capital lease liability | (9,383) | (13,578) |
Payments on notes payable | (203,164) | (73,451) |
Net cash provided by/ financing activities | 15,263,307 | 6,995,368 |
Net increase in cash and cash equivalents | 4,895,223 | 2,992,644 |
Cash and cash equivalents at beginning of period | 4,105,451 | 3,226,997 |
Cash and cash equivalents at end of period | 9,000,674 | 6,219,641 |
Supplemental non-cash financing and investing activities: | ||
Deemed dividend for convertible preferred stock beneficial conversion feature | 4,393,809 | |
Fair value of placement agent warrants as an issuance cost | 756,047 | |
Stock dividend accrual | 608,343 | |
Stock dividends issued and converted to common stock | 5,200 | |
Additional paid-in-capital for modification of warrants | 16,741,356 | |
Equipment acquired under capital lease | 49,935 | 31,064 |
Note Payable for insurance premiums | 383,030 | 262,324 |
Liability of Payament of leasehold improvements by landlord | 286,720 | |
Unearned restricted stock grants | 381,333 | |
Conversion of preferred stock | $ 350,412 |
Statement Of Shareholders Equit
Statement Of Shareholders Equity - 9 months ended Sep. 30, 2017 - USD ($) | Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 6,086,350 | $ 5,817 | $ 36,237,504 | $ (35,179,710) | $ 7,149,961 |
Balance, shares at Dec. 31, 2016 | 1,600,000 | 58,159,495 | |||
Stock Based Compensation EE/Consultant Options | 1,623,621 | 1,623,621 | |||
Issuance of Common Stock as Compensation for services | $ 60 | 996,940 | 997,000 | ||
Issuance of Common Stock as Compensation for services, shares | 596,960 | ||||
Issuance of Common Stock in exchange for warrants | $ 3,272 | 14,831,072 | 14,834,344 | ||
Issuance of Common Stock in exchange for warrants, shares | 32,755,868 | ||||
Issuance of Common Stock in exchange for preferred shares | $ (350,505) | $ 93 | 350,412 | ||
Issuance of Common Stock in exchange for preferred shares, shares | (92,142) | 921,420 | |||
Stock Dividends issued | $ 1 | 5,199 | 5,200 | ||
Stock Dividends issued, shares | 10,400 | ||||
ATM Stock Sales (net) | $ 51 | 641,459 | 641,510 | ||
ATM Stock Sales (net), shares | 505,953 | ||||
Preferred dividends accrued | (608,343) | (608,343) | |||
Net Loss | (11,858,471) | (11,858,471) | |||
Balance at Sep. 30, 2017 | $ 5,735,845 | $ 9,294 | $ 54,686,207 | $ (47,646,524) | $ 12,784,822 |
Balance, shares at Sep. 30, 2017 | 1,507,858 | 92,950,096 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Nature of Business | NOTE A – Nature of Business Corporate History Matinas BioPharma Holdings Inc. (“Holdings”) is a Delaware corporation formed in 2013. Holdings is the parent company of Matinas BioPharma, Inc. (“BioPharma”), and Matinas BioPharma Nanotechnologies, Inc. (“Nanotechnologies,” formerly known as Aquarius Biotechnologies, Inc.), its operating subsidiaries (“Nanotechnologies”, and together with “Holdings” and “BioPharma”, “the Company” or “we” or “our” or “us”). The Company is a development stage biopharmaceutical company with a focus on identifying and developing novel pharmaceutical products. On January 29, 2015, we completed the acquisition of Nanotechnologies (the “2015 Merger”), a New Jersey-based, early-stage pharmaceutical company focused on the development of differentiated and orally delivered therapeutics based on a proprietary, lipid-based, drug delivery platform called “cochleate delivery technology.” Following the 2015 Merger, we are a clinical-stage biopharmaceutical company focused on identifying and developing safe and effective broad spectrum antifungal and anti-bacterial therapeutics for the treatment of serious and life-threatening infections, using our innovative lipid-crystal nano-encapsulation drug delivery platform. On September 13, 2016, the Company completed the closing of an $8.0 million private placement equity financing. The Company sold to accredited investors an aggregate of 1,600,000 Series A Preferred Shares at a purchase price of $5.00 per share resulting in net proceeds of approximately $6.9 million. Each Series A Preferred Share is convertible into ten shares of common stock based on the current conversion price. For a detailed discussion of this transaction see Note F. On January 13, 2017, the Company completed its tender offer to amend and exercise certain categories of existing warrants. Pursuant to the Offer to Amend and Exercise, an aggregate of 30,966,350 warrants were tendered by their holders and were amended and exercised in connection herewith. The gross cash proceeds from such exercises were approximately $13.5 million and the net cash proceeds after deducting warrant solicitation agent fees and other estimated offering expenses were approximately $12.7 million. For a detailed discussion of this transaction see Note D. |
Liquidity, Plan of Operations a
Liquidity, Plan of Operations and Going Concern | 9 Months Ended |
Sep. 30, 2017 | |
Liquidity Plan Of Operations And Going Concern | |
Liquidity, Plan of Operations and Going Concern | NOTE B – Liquidity, Plan of Operations and Going Concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles. The Company has experienced net losses and negative cash flows from operations each period since its inception. Through September 30, 2017, the Company had an accumulated deficit of approximately $47.6 million. The Company’s operations have been financed primarily through the sale of equity securities. The Company’s net loss for the nine months ended September 30, 2017 and 2016 was approximately $11.9 million and $5.7 million, respectively. The Company has been engaged in developing a pipeline of product candidates since 2011. To date, the Company has not obtained regulatory approval for any of its product candidates nor generated any revenue from products and the Company expects to incur significant expenses to complete development of its product candidates. The Company may never be able to obtain regulatory approval for the marketing of any of its product candidates in any indication in the United States or internationally and there can be no assurance that the Company will generate revenues or ever achieve profitability. Assuming the Company obtains FDA approval for one or more of its product candidates, which the Company does not expect to receive until 2022 at the earliest, the Company expects that its expenses will continue to increase once the Company reaches commercial launch. The Company also expects that its research and development expenses will continue to increase as it moves forward with additional clinical studies for its current product candidates and developing additional product candidates. As a result, the Company expects to continue to incur substantial losses for the foreseeable future, and that these losses will be increasing. To continue to fund its continued losses, on January 13, 2017, the Company completed a warrant tender offer, with gross cash proceeds of $13.5 million and net proceeds of approximately $12.7 million (see Footnote E for additional details). Additionally, the Company has entered into a Controlled Equity Offering SM SM As of September 30, 2017, the Company had cash and cash equivalents of approximately $ 9.0 million. We believe the cash and cash equivalents on hand are sufficient to fund planned operations through May 2018. The ability of the Company to continue as a going concern is dependent upon securing additional financing. While the Company believes in the viability of its strategy to raise additional funds, and believes that the actions presently being taken by the Company provide the opportunity for it to continue as a going concern, there can be no assurance that any financing will be available on acceptable terms, or at all. These consolidated financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern. |
Controlled Equity Offering
Controlled Equity Offering | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Controlled Equity Offering | NOTE C – Controlled Equity Offering On April 28, 2017, the Company entered into a Controlled Equity Offering SM As of September 30, 2017, the Company has sold approximately 506 thousand shares raising over $.6 million. From September 30, 2017 to filing approximately 365 thousand shares have been sold raising approximately $.5 million. Through an internal Pricing Committee, the Company at various times, will establish selling criteria with Cantor based on minimum pricing and share volume. This criteria is based on the judgement of the Pricing Committee, there are no contractual minimums with regards to price or volume in the Sales Agreement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE D – Summary of Significant Accounting Policies [1] Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of Holdings and its wholly owned subsidiaries, BioPharma and Nanotechnologies, the operational subsidiaries of Holdings. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect the operations of the Company and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. These interim unaudited financial statements do not include all the information and footnotes required by U.S. GAAP for annual financial statements and should be read in conjunction with the audited financial statements for the year ended December 31, 2016, which are included in the Form 10-K filed with the SEC on March 31, 2017. In the opinion of management, the interim unaudited financial statements reflect all normal recurring adjustments necessary to fairly state the Company’s financial position and results of operations for the interim periods presented. The year-end condensed consolidated balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for any future interim periods or for the year ending December 31, 2017. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2016. For a detailed discussion about the Company’s significant accounting policies, see Note C to the consolidated financial statements in the 2016 Form 10-K. During the nine months ended September 30, 2017, there were no significant updates made to the Company’s significant accounting policies. [2] Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash. Cash balances are maintained principally at two major U.S. financial institutions and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to regulatory limits. At all times throughout the nine months ended September 30, 2017, the Company’s cash balances exceeded the FDIC insurance limit. The Company has not experienced any losses in such accounts. [3] Income Taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates. The Company adopted the provisions of ASC 740-10 and has analyzed its filing positions in jurisdictions where it may be obligated to file returns. The Company believes that its income tax filing position and deductions will be sustained on an audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties as of September 30, 2017. [4] Basic Net Loss per Common Share Basic and diluted net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per common share is the same as basic earnings per common share because the Company incurred a net loss during each period presented, the potentially dilutive securities from the assumed exercise of all outstanding stock options, preferred stock and warrants would have an anti-dilutive effect. The following schedule details the number of shares issuable upon the exercise of stock options, warrants and conversion of preferred stock, which have been excluded from the diluted loss per share calculation as the inclusion would be anti-dilutive for the three and nine month periods ended September 30, 2017 and 2016: Three Month period Ended September 30, Nine Month period Ended September 30, 2017 2016 2017 2016 Stock options 11,526 8,321 11,526 8,321 Preferred Stock issuable upon conversion 15,078 16,000 15,078 16,000 Warrants 5,961 40,518 5,961 40,518 Total 32,565 64,839 32,565 64,839 [5] Goodwill and Other Intangible Assets Goodwill is assessed for impairment at least annually on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. In accordance with the authoritative accounting guidance we have the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If we determine this is the case, we are required to perform the two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized, if any. If we determine that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amounts, the two-step goodwill impairment test is not required. As defined in the authoritative guidance, a reporting unit is an operating segment, or one level below an operating segment. Historically, we conducted our business in a single operating segment and reporting unit. In the period ended September 30, 2017, we assessed goodwill impairment by performing a qualitative test for our reporting unit. During our qualitative review, we considered the Company’s cash position and our ability to obtain additional financing in the near term to meet our operational and strategic goals and substantiate the value of our business. Based on the results of our assessment, it was determined that it is more-likely- than-not that the fair value of the reporting units are greater than their carrying amounts. There was no impairment of goodwill for the period ended September 30, 2017. We review other intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. The authoritative accounting guidance allows a qualitative approach for testing indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill. It allows the option to first assess qualitative factors (events and circumstances) that could have affected the significant inputs used in determining the fair value of the indefinite-lived intangible asset. The qualitative factors assist in determining whether it is more-likely-than-not (i.e. > 50% chance) that the indefinite-lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. Our indefinite-lived intangible assets are IPR&D intangible assets. In all other instances, we used the qualitative test and concluded that it was more-likely-than-not that all other indefinite-lived assets were not impaired and therefore, there were no impairments in period ended September 30, 2017. [6] Preferred Stock Dividends Pursuant to the Certificate of Designations, the Series A Preferred Shares earn dividends at a rate of 8.0% once per year on the anniversary of the Initial Closing, payable to the holders of such Series A Preferred Shares in shares of common stock upon conversion. Dividends do not require declaration by the Board of Directors. Dividends are accrued annually as of the date the dividend is earned in an amount equal to the contractual rate of 8% of the stated value. [7] Deferred Rent The Company records rent on a straight line basis. Differences between monthly rent expenses and rent payments are known as deferred rents. Deferred rents are recorded in either an asset account (e.g., other current or noncurrent assets) when the cumulative difference between rent expenses and rent payments as of a balance sheet date is negative or a liability account (e.g., other current or noncurrent liabilities) when the cumulative difference is positive. Due to our escalating rents, the Company is currently recording a deferred rent liability. [8] Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. In August 2016, the FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” In May 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers” Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”, In March 2016, the FASB issued ASU No. 2016-09, “Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies several aspects of the accounting for share–based payment award transactions. The ASU is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted. The Company has adopted this standard with an effective date January 1, 2017 which had an immaterial impact on our consolidated financial position or results of operation. In February 2016, the FASB issued ASU No. 2016-02, “ Leases [9] Beneficial Conversion Feature of Convertible Preferred Stock The Company accounts for the beneficial conversion feature on its convertible preferred stock in accordance with ASC 470-20, Debt with Conversion and Other Options To determine the effective conversion price, we first allocate the proceeds received to the convertible preferred stock and then use those allocated proceeds to determine the effective conversion price. If the convertible instrument is issued in a basket transaction (i.e., issued along with other freestanding financial instruments), the proceeds should first be allocated to the various instruments in the basket. Any amounts paid to the investor when the transaction is consummated (e.g., origination fees, due diligence costs) represent a reduction in the proceeds received by the issuer. The intrinsic value of the conversion option should be measured using the effective conversion price for the convertible preferred stock on the proceeds allocated to that instrument. The effective conversion price represents proceeds allocable to the convertible preferred stock divided by the number of shares into which it is convertible. The effective conversion price is then compared to the per share fair value of the underlying shares on the commitment date. The accounting for a BCF requires that the BCF be recognized by allocating the intrinsic value of the conversion option to additional paid-in capital, resulting in a discount on the convertible preferred stock. This discount should be accreted from the date on which the BCF is first recognized through the earliest conversion date for instruments that do not have a stated redemption date. The intrinsic value of the BCF is recognized as a deemed dividend on convertible preferred stock over a period specified in the guidance. |
2017 Warrant Tender Offer
2017 Warrant Tender Offer | 9 Months Ended |
Sep. 30, 2017 | |
Warrant Tender Offer | |
2017 Warrant Tender Offer | NOTE E – 2017 Warrant Tender Offer On January 13, 2017, the Company completed its tender offer to amend and exercise certain categories of existing warrants. Pursuant to the Offer to Amend and Exercise, an aggregate of 30,966,350 Warrants were tendered by their holders and were amended and exercised in connection therewith for an aggregate exercise price of approximately $15.5 million, including the following: 3,750,000 Formation Warrants; 754,000 Merger Warrants; 7,243,750 2013 Investor Warrants; 500,000 Private Placement Warrants; 14,750,831 2015 Investor Warrants; 722,925 $2.00 Placement Agent (PA) Warrants (of which 721,987 were exercised on a cashless basis); 1,426,687 $1.00 PA Warrants (of which 1,424,812 were exercised on a cashless basis); and 1,818,157 $0.75 PA Warrants (of which 1,774,017 were exercised on a cashless basis). The gross cash proceeds from such exercises were approximately $13.5 million and the net cash proceeds after deducting warrant solicitation agent fees and other estimated offering expenses were approximately $12.7 million. Prior to the Offer to Amend and Exercise, the Company had 58,159,495 shares of common stock outstanding and warrants to purchase an aggregate of 40,255,234 shares of common stock. Immediately following the Offer to Amend and Exercise (after the effect of certain cash and cashless exercises), the Company issued in exchange for the warrants 29,666,782 common shares. The Company considers the warrant amendment to be of an equity nature as the amendment allowed the warrant holder to exercise a warrant and receive a common share which represents an equity for equity exchange. Therefore, the change in the fair value before and after the modification of approximately $16.7 million will be treated as a change in additional paid in capital (APIC) as an inducement charge. The cash received upon exercise in excess of par is also accounted through APIC. The Company retained Aegis Capital Corp. (“Aegis Capital”) to act as its Warrant Agent for the Offer to Amend and Exercise pursuant to a Warrant Agent Agreement. Aegis Capital received a fee equal to 5% of the cash exercise prices paid by holders of the warrants (excluding the placement agent warrants) who participated in the Offer to Amend and Exercise. In addition, the Company agreed to reimburse Aegis Capital for its reasonable out-of-pocket expenses and attorney’s fees, including a $35,000 non- accountable expense allowance. |
Leasehold Improvements and Equi
Leasehold Improvements and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Leasehold Improvements and Equipment | NOTE F – Leasehold improvements and equipment Leasehold improvements and equipment, summarized by major category, consist of the following ($ in thousands) for the nine months ended September 30, 2017 and year ended December 31, 2016: September 30, 2017 December 31, 2016 Lab equipment $ 472 438 Furniture and fixtures 20 20 Equipment under capital lease 81 31 Leasehold improvements 1,084 7 Total 1,657 496 Less: accumulated depreciation and amortization 196 140 Leasehold improvements and equipment, net $ 1,461 $ 356 Depreciation and amortization expense for the three and nine months ended September 30, 2017 was approximately $31 thousand and $56 thousand, respectively. Depreciation and amortization expense for the three and nine months ended September 30, 2016 was approximately $15 thousand and $40 thousand, respectively. On February 12, 2016, the Company entered in a new 36-month capital lease for lab equipment. On May 15, 2017, the Company entered into a second 36-month capital lease for lab equipment. The payments under the leases are accounted for as interest and payments under capital lease using 3-year amortization. During the three and nine months ended September 30, 2017 the Company recognized interest expense of approximately $823 and $2,873, respectively, associated with the lease payments. |
Stock Holders Equity
Stock Holders Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stock Holders Equity | NOTE G – Stock Holders Equity Preferred Stock In accordance with the Certificate of Incorporation, there are 10,000,000 authorized preferred shares at a par value of $ 0.001. In connection with the 2016 Private Placement, on July 26, 2016, the Company filed a Certificate of Designation (the “Certificate of Designations”) with the Secretary of the State of Delaware to designate the preferences, rights and limitations of the Series A Preferred Shares. Pursuant to the Certificate of Designations, the Company designated 1,600,000 shares of the Company’s previously undesignated preferred stock as Series A Preferred Stock. As of September 30, 2017, the Company had 1,507,858 shares of Series A Preferred Stock outstanding. Conversion: Each Series A Preferred Share is convertible at the option of the holder into such number of shares of the Company’s common stock equal to the number of Series A Preferred Shares to be converted, multiplied by the stated value of $5.00 (the “Stated Value”), divided by the Conversion Price in effect at the time of the conversion (the initial conversion price will be $0.50, subject to adjustment in the event of stock splits, stock dividends, and fundamental transactions). Based on the current conversion price, each share of the Series A Preferred Stock is convertible into ten shares of common stock. A fundamental transaction means: (i) our merger or consolidation with or into another entity, (ii) any sale of all or substantially all of our assets in one transaction or a series of related transactions, or (iii) any reclassification of our Common Stock or any compulsory share exchange by which Common Stock is effectively converted into or exchanged for other securities, cash or property. Each Series A Preferred Share will automatically convert into common stock upon the earlier of (i) notice by the Company to the holders that the Company has elected to convert all outstanding Series A Preferred Shares; provided however that in the event the Company elects to force automatic conversion pursuant to this clause (i), the conversion date for purposes of calculating the accrued Dividend (as defined below) is deemed to be July 29, 2019, which is the third anniversary of the Initial Closing, (ii) three years from the Initial Closing, (iii) the approval of the Company’s MAT2203 product candidate by the U.S. Food and Drug Administration or the European Medicines Agency (the “Regulatory Approval”) or (iv) the Regulatory Approval of the Company’s MAT2501 product candidate. Beneficial Conversion Feature - Series A Preferred Stock (deemed dividend): Each share of Series A Preferred Stock is convertible into shares of common stock, at any time at the option of the holder at a conversion price of $0.50 per share. On July 29, 2016, August 16, 2016, and September 12, 2016, the date of issuances of the Series A, the publicly traded common stock prices were $0.67, $0.70, and $1.00 per share, respectively. Based on the guidance in ASC 470-20-20, the Company determined that a beneficial conversion feature exists, as the effective conversion price for the Series A preferred shares at issuance was less than the fair value of the common stock into which the preferred shares are convertible. A beneficial conversion feature based on the intrinsic value of the date of issuances for the Series A was approximately $4.4 million. The beneficial conversion amount of approximately $4.4 million was then accreted back to the preferred stock as a deemed dividend and charged to accumulated deficit as the conversion rights were 100% effective at the time of issuance in the third quarter of 2016. Liquidity Value and Dividends: Pursuant to the Certificate of Designations, the Series A Preferred Shares accrue dividends at a rate of 8.0% once per year on the anniversary date of the Initial Closing, payable and only payable to the holders of such Series A Preferred Shares in shares of common stock upon conversion. Dividends of approximately $608 thousand have been accrued as paid-in-kind through September 30, 2017 and approximately $ 5 thousand has been earned and converted into common stock at the election of the holders. The Series A Preferred Shares vote on an as converted basis with the Company’s common stock. Upon any dissolution, liquidation or winding up, whether voluntary or involuntary, holders of Series A Preferred Shares are entitled to (i) first receive distributions out of our assets in an amount per share equal to the Stated Value plus all accrued and unpaid dividends, whether capital or surplus before any distributions shall be made on any shares of common stock and (ii) second, on an as-converted basis alongside the common stock. Pursuant to the Certificate of Designations, the liquidation value of a Series A Preferred Share is equal to the stated value of $5.00 per share (as adjusted for stock splits, stock dividends, combinations or other recapitalizations of the Series A Preferred Stock) plus any earned but unpaid dividends. Royalty: The Series A Preferred Shares include the right, as a group, to receive: (i) 4.5% of the net sales of MAT2203 and MAT2501, in each case from and after the date, respectively, such candidate has received FDA or EMA approval, subject in all cases to a respective to a cap of $ 25 million per calendar year, and (ii) 7.5% of the proceeds, if any, received by the Company in connection with the licensing or other disposition by the Company of MAT2203 and/or MAT2501 (“Royalty Payment Rights”), subject in all cases to a cap of $ 10 million per year. The royalty is payable so long as the Company has valid patents covering MAT2203 and MAT2501, as applicable. The Royalty Payment Rights are unsecured obligations of the Company. The royalty payment will be allocated to the holders based on their pro rata ownership of vested Series A Preferred Shares. The royalty rights that are part of the Series A Preferred Shares will vest, in equal thirds, upon each of the July 29, 2017, July 29, 2018, and July 29, 2019, which are the first, second and third anniversary dates of the Initial Closing, (each a “Vesting Date”); provided however, if the Series A Preferred Shares automatically convert into common stock prior to the 36 month anniversary of the initial closing, then the royalty rights that are part of the outstanding Series A Preferred Shares shall be deemed to be fully vested as of the date of conversion. Even if the Series A Preferred Shares are purchased after the initial closing, the vesting periods for the royalty rights that are part of the Series A Preferred Shares shall still be based on the Vesting Dates. During the first 36 months following the initial closing, the right to receive a royalty will follow the Series A Preferred Shares; after July 29, 2019, the royalty payment rights may be transferred separately from the Series A Preferred Stock subject to available exemption from registration under applicable securities laws. The Company believes that such rights are not separable free-standing instruments requiring bifurcation at the date of transaction. The Company may recognize a deemed dividend for the estimated fair value of the vested portion of the royalty rights in future periods. As of September 30, 2017, no accrual has been recorded for royalty payments as it is not probable at this time that any amount will be paid. Classification: These Series A Preferred Shares are classified within permanent equity on the Company’s condensed consolidated balance sheet as they do not meet the criteria that would require presentation outside of permanent equity under ASC 480 Distinguishing Liabilities from Equity Warrants As of September 30, 2017, the Company had outstanding warrants to purchase an aggregate of 5,961,269 shares of common stock at exercise prices ranging from $0.50 to $2.00 per share The Warrants were exercisable immediately upon issuance and have a five-year term. The Warrants may be exercised at any time in whole or in part upon payment of the applicable exercise price until expiration of the Warrants. No fractional shares will be issued upon the exercise of the Warrants. The exercise price and the number of warrant shares purchasable upon the exercise of the Investor Warrants (as opposed to Placement Agent Warrants) are subject to adjustment upon the occurrence of certain events, which include stock dividends, stock splits, combinations and reclassifications of the Company capital stock or similar “organic changes” to the equity structure of the Company (see Warrant table below). Accordingly, pursuant to ASC 815, the warrants are classified as equity. The Company may call the Warrants, other than the Placement Agent Warrants, at any time the common stock trades above $5.00 (for warrants issued in 2013) or above $ 3.00 (for warrants issued in 2015) for twenty (20) consecutive days following the effectiveness of the registration statement covering the resale of the shares of common stock underlying the Warrants, provided that the Warrants can only be called if such registration statement is current and remains effective at the time of the call and provided further that the Company can only call the Investor Warrants for redemption, if it also calls all other Warrants for redemption on the terms described above. The Placement Agent Warrants do not have a redemption feature. The Placement Agent warrants may be exercised on a “cashless” basis. Such term is a contingent feature and within the control of the Company, therefore does not require liability classification. A summary of equity warrants outstanding as of September 30, 2017 is presented below, all of which are fully vested. Shares Total Warrants Outstanding at December 31, 2016 40,255 Warrants tendered on January 13, 2017 (30,966 ) Warrants exercised first quarter, 2017 outside of tender offer (2,916 ) Warrants exercised second quarter, 2017 (412 ) Warrants exercised third quarter, 2017 - Total Warrants Outstanding at September 30, 2017 5,961 After the effect of certain cash and cashless exercises of warrants, the Company received net cash proceeds of approximately $12.7 million from the warrants tendered on January 13, 2017 and approximately $2.1 million for warrants exercised outside the tender offer, for a total of approximately $14.8 million of proceeds in the first quarter. All warrants tendered in the second quarter were cashless warrants. No warrants were tendered in the third quarter. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | NOTE H – Stock Based Compensation In August 2013, the Company adopted the 2013 Equity Compensation Plan (the “Plan”), which provides for the granting of incentive stock options, nonqualified stock options, restricted stock units, performance units, and stock purchase rights. Options under the Plan may be granted at prices not less than 100% of the fair value of the shares on the date of grant as determined by the Board Committee. The Board Committee determines the period over which the options become exercisable subject to certain restrictions as defined in the Plan, with the current outstanding options generally vesting over three years. The term of the options is no longer than ten years. The Company currently has available 1,397,606 shares of common stock for issuance under the plan. With the approval of the Board of Directors and majority Shareholders, effective May 8, 2014, the Plan was amended and restated. The amendment provides for an automatic increase in the number of shares of common stock available for issuance under the Plan each January (with Board approval), commencing January 1, 2015 in an amount up to four percent (4%) of the total number of shares of common stock outstanding on the preceding December 31st. The Company recognized stock-based compensation expense (options, and restricted share grants) in its condensed consolidated statements of operations as follows ($ in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Research and Development $ 280 $ 212 $ 785 $ 483 General and Administrative 271 268 1,454 791 Total $ 551 $ 480 $ 2,239 $ 1,274 Reserved Awards for Awards Available Issuance Issued for Grant 2013 Equity Compensation Plan 14,155 12,757 * 1,398 * includes both stock grants and option grants The following table summarizes the Company’ stock option activity and related information for the period from December 31, 2016 to September 30, 2017 (number of options in thousands): Weighted Number of average Options Exercise Price Outstanding at December 31, 2016 8,290 $ 0.93 Granted 3,235 2.91 Outstanding at September 30, 2017 11,525 $ 1.43 As of September 30, 2017, the number of vested shares underlying outstanding options was 7,881,492 at a weighted average exercise price of $2.22. The aggregate intrinsic value of in the-money options outstanding as of September 30, 2017 was approximately $4.0 million. The aggregate intrinsic value is calculated as the difference between the Company’s closing stock price of $1.32 on September 30, 2017, and the exercise price of options, multiplied by the number of options. As of September 30, 2017, there was approximately $5.4 million of total unrecognized share-based compensation. Such costs are expected to be recognized over a weighted average period of approximately 0.86 years. All options expire ten years from date of grant. Except for options granted to consultants, all remaining options vest entirely and evenly over three years. A portion of options granted to consultants vests over four years, with the remaining vesting being based upon the achievement of certain performance milestones, which are tied to either financing or drug development initiatives. The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period, with the exception of options granted subject to a consulting agreement, whereby the option vesting period and the service period defined pursuant to the terms of the consulting agreement may be different. Stock options issued to consultants are revalued quarterly until fully vested, with any change in fair value expensed. The following weighted-average assumptions were used to calculate share based compensation for the three and nine months ended September 30, 2017 and 2016: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Volatility 67.09%-70.7 % 44.72% - 89.15 % 67.09%-82.26 % 44.72%-89.15 % Risk-free interest rate 2.015%-2.075 % 1.150%-1.280 % 1.89%-2.22 % 1.14%-1.42 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Expected life 6.0 years 6.0 years 6.0 years 6.0 years The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The Company uses the “simplified method” described in Staff Accounting Bulletin (SAB) 107 to estimate expected term of share option grants. The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers, as the Company has limited history for the Company’s common stock. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. The risk-free interest rate assumption is based on the U.S treasury instruments whose term was consistent with the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Accordingly, the Company has assumed no dividend yield for purposes of estimating the fair value of the Company share-based compensation. The Company accounts for forfeitures as they occur. |
Prepaid Expenses
Prepaid Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | NOTE I – PREPAID EXPENSES Prepaid expenses, summarized by major category, consist of the following for the nine months ended September 30, 2017 and year ended December 31, 2016. September 30, 2017 December 31, 2016 Insurance Premium $ 423 $ 162 Deposits 213 36 Vendor Services 381 106 $ 1,017 $ 304 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE J – NOTES PAYABLE The notes payable amount of $298 thousand ending in September 30, 2017 and $118 thousand ending on December 31, 2016, are the financing amounts related to the Company’s insurance policies. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE K – COMMITMENTS On November 1, 2013, the Company entered into a 7-year lease for office space in Bedminster, New Jersey which commenced in June 2014, at a monthly rent of $12,723, increasing to approximately $14,200 per month toward the end of the term, May 2021. On December 15, 2016, the Company entered into a 10 year, 3-month lease to consolidate our locations while expanding our laboratory and manufacturing facilities. The lease began in August 2017. The monthly rent started at approximately $43,000 and increases to approximately $64,000 in the final year. The rental payments total approximately $6.4 million over the life of the lease which is scheduled to end late 2027. The Company records rent expense on a straight-line basis. Rent expense for the three months ended September 30, 2017 and 2016 was approximately $141,000 and $63,000, respectively. Rent expense for the nine months ended September 30, 2017 and 2016 was approximately $317,000 and $188,000, respectively. Listed below is a summary of future minimum rental payments (including the remainder of 2017) as of September 30, 2017: Year Ending December 31, Lease Commitments Remainder of 2017 $ 126 2018 683 2019 707 2020 732 2021 657 Future minimum lease payments through 2021 $ 2,905 The Company was obligated to provide a security deposit of $300,000 to obtain the headquarter office lease space located in Bedminster, New Jersey. This deposit was reduced by $100,000 in 2016 and 2015 and will be reduced to $50,000 by yearend, as long as the Company makes timely rental payments. To obtain the laboratory and facility site located in Bridgewater, New Jersey, the Company was obligated to provide a security deposit of $586,000. This security deposit can be reduced $100,000 on each of the first three anniversaries of the rent commencement date which was August 1, 2017. On the fourth anniversary, it can be reduced another $86,000, with the balance over the remaining life of the lease. On February 18, 2016, the Company entered into a Cooperative Research and Development Agreement (CRADA) with the National Institute of Allergy and Infectious Diseases to support NIH investigators in the conduct of clinical research to investigate the safety, efficacy, and pharmacokinetics of encochleated drug products in patients with fungal, bacterial, or viral infections at an annual funding of $200,000 per year for 3 years. On November 10, 2016, the Company entered into a Cooperative Research and Development Agreement (CRADA) with the National Institute of Allergy and Infectious Diseases to support NIH investigators to acquire technical, statistical and administrative support for research activities as well as to pay for supplies and travel expenses for a total amount of $132,568 paid in 4 equal quarterly installments beginning in the fourth quarter 2016 and each quarter during 2017. Through the 2015 Merger, we acquired a license from Rutgers University, The State University of New Jersey (successor in interest to the University of Medicine and Dentistry of New Jersey) for the cochleate delivery technology. The Amended and Restated Exclusive License Agreement between Nanotechnologies and Rutgers provides for, among other things, (1) royalties on a tiered basis between low single digits and the mid-single digits of net sales of products using such licensed technology, (2) a one-time sales milestone fee of $100,000 when and if sales of products using the licensed technology reach the specified sales threshold and (3) an annual license fee of initially $10,000, increasing to $50,000 over the term of the license agreement. On September 12, 2016, the Company conducted a final closing of a private placement offering to accredited investors shares of the Company’s Series A Preferred Stock. As part of this offer, the investors received royalty payment rights if and when the Company generates sales of MAT2203 or MAT2501. Pursuant to the terms of the Certificate of Designations of Preferences, Rights and Limitations (the “Certificate of Designations”) for our outstanding Series A Preferred Stock, we may be required to pay royalties of up to $35 million per year. If and when we obtain FDA or EMA approval of MAT2203 and/or MAT2501, which we do not expect to occur before 2021, if ever, and/or if we generate sales of such products, or we receive any proceeds from the licensing or other disposition of MAT2203 or MAT2501, we are required to pay to the holders of our Series A Preferred Stock, subject to certain vesting requirements, in aggregate, a royalty equal to (i) 4.5% of Net Sales (as defined in the Certificate of Designations), subject in all cases to a cap of $25 million per calendar year, and (ii) 7.5% of Licensing Proceeds (as defined in the Certificate of Designations), subject in all cases to a cap of $10 million per calendar year. The Royalty Payment Rights will expire when the patents covering the applicable product expire, which is currently expected to be in 2033. On June 1, 2017, the Company entered into an agreement with Medpace, a clinical research organization, to provide services in a Phase II clinical trial. The overall cost is estimated to be $1.4 million through August 2018. The Company has entered into two lab equipment leases. A 36 month lease ending June, 2019 with payments totaling $ 31 thousand. The second is a 60 month lease ending in May, 2022 with payments totaling $ 49 thousand. Each lease allows for a dollar buy out of the equipment. The Company also has employment agreements with certain employees which require the funding of a specific level of payments, if certain events, such as a change in control, termination without cause or retirement, occur. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | [1] Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of Holdings and its wholly owned subsidiaries, BioPharma and Nanotechnologies, the operational subsidiaries of Holdings. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect the operations of the Company and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. These interim unaudited financial statements do not include all the information and footnotes required by U.S. GAAP for annual financial statements and should be read in conjunction with the audited financial statements for the year ended December 31, 2016, which are included in the Form 10-K filed with the SEC on March 31, 2017. In the opinion of management, the interim unaudited financial statements reflect all normal recurring adjustments necessary to fairly state the Company’s financial position and results of operations for the interim periods presented. The year-end condensed consolidated balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for any future interim periods or for the year ending December 31, 2017. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2016. For a detailed discussion about the Company’s significant accounting policies, see Note C to the consolidated financial statements in the 2016 Form 10-K. During the nine months ended September 30, 2017, there were no significant updates made to the Company’s significant accounting policies. |
Concentration of Credit Risk | [2] Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash. Cash balances are maintained principally at two major U.S. financial institutions and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to regulatory limits. At all times throughout the nine months ended September 30, 2017, the Company’s cash balances exceeded the FDIC insurance limit. The Company has not experienced any losses in such accounts. |
Income Taxes | [3] Income Taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates. The Company adopted the provisions of ASC 740-10 and has analyzed its filing positions in jurisdictions where it may be obligated to file returns. The Company believes that its income tax filing position and deductions will be sustained on an audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties as of September 30, 2017. |
Basic Net Loss Per Common Share | [4] Basic Net Loss per Common Share Basic and diluted net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per common share is the same as basic earnings per common share because the Company incurred a net loss during each period presented, the potentially dilutive securities from the assumed exercise of all outstanding stock options, preferred stock and warrants would have an anti-dilutive effect. The following schedule details the number of shares issuable upon the exercise of stock options, warrants and conversion of preferred stock, which have been excluded from the diluted loss per share calculation as the inclusion would be anti-dilutive for the three and nine month periods ended September 30, 2017 and 2016: Three Month period Ended September 30, Nine Month period Ended September 30, 2017 2016 2017 2016 Stock options 11,526 8,321 11,526 8,321 Preferred Stock issuable upon conversion 15,078 16,000 15,078 16,000 Warrants 5,961 40,518 5,961 40,518 Total 32,565 64,839 32,565 64,839 |
Goodwill and Other Intangible Assets | [5] Goodwill and Other Intangible Assets Goodwill is assessed for impairment at least annually on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. In accordance with the authoritative accounting guidance we have the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If we determine this is the case, we are required to perform the two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized, if any. If we determine that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amounts, the two-step goodwill impairment test is not required. As defined in the authoritative guidance, a reporting unit is an operating segment, or one level below an operating segment. Historically, we conducted our business in a single operating segment and reporting unit. In the period ended September 30, 2017, we assessed goodwill impairment by performing a qualitative test for our reporting unit. During our qualitative review, we considered the Company’s cash position and our ability to obtain additional financing in the near term to meet our operational and strategic goals and substantiate the value of our business. Based on the results of our assessment, it was determined that it is more-likely- than-not that the fair value of the reporting units are greater than their carrying amounts. There was no impairment of goodwill for the period ended September 30, 2017. We review other intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. The authoritative accounting guidance allows a qualitative approach for testing indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill. It allows the option to first assess qualitative factors (events and circumstances) that could have affected the significant inputs used in determining the fair value of the indefinite-lived intangible asset. The qualitative factors assist in determining whether it is more-likely-than-not (i.e. > 50% chance) that the indefinite-lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. Our indefinite-lived intangible assets are IPR&D intangible assets. In all other instances, we used the qualitative test and concluded that it was more-likely-than-not that all other indefinite-lived assets were not impaired and therefore, there were no impairments in period ended September 30, 2017. |
Preferred Stock Dividends | [6] Preferred Stock Dividends Pursuant to the Certificate of Designations, the Series A Preferred Shares earn dividends at a rate of 8.0% once per year on the anniversary of the Initial Closing, payable to the holders of such Series A Preferred Shares in shares of common stock upon conversion. Dividends do not require declaration by the Board of Directors. Dividends are accrued annually as of the date the dividend is earned in an amount equal to the contractual rate of 8% of the stated value. |
Deferred Rent | [7] Deferred Rent The Company records rent on a straight line basis. Differences between monthly rent expenses and rent payments are known as deferred rents. Deferred rents are recorded in either an asset account (e.g., other current or noncurrent assets) when the cumulative difference between rent expenses and rent payments as of a balance sheet date is negative or a liability account (e.g., other current or noncurrent liabilities) when the cumulative difference is positive. Due to our escalating rents, the Company is currently recording a deferred rent liability. |
Recent Accounting Pronouncements | [8] Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. In August 2016, the FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” In May 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers” Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”, In March 2016, the FASB issued ASU No. 2016-09, “Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies several aspects of the accounting for share–based payment award transactions. The ASU is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted. The Company has adopted this standard with an effective date January 1, 2017 which had an immaterial impact on our consolidated financial position or results of operation. In February 2016, the FASB issued ASU No. 2016-02, “ Leases |
Beneficial Conversion Feature of Convertible Preferred Stock | [9] Beneficial Conversion Feature of Convertible Preferred Stock The Company accounts for the beneficial conversion feature on its convertible preferred stock in accordance with ASC 470-20, Debt with Conversion and Other Options To determine the effective conversion price, we first allocate the proceeds received to the convertible preferred stock and then use those allocated proceeds to determine the effective conversion price. If the convertible instrument is issued in a basket transaction (i.e., issued along with other freestanding financial instruments), the proceeds should first be allocated to the various instruments in the basket. Any amounts paid to the investor when the transaction is consummated (e.g., origination fees, due diligence costs) represent a reduction in the proceeds received by the issuer. The intrinsic value of the conversion option should be measured using the effective conversion price for the convertible preferred stock on the proceeds allocated to that instrument. The effective conversion price represents proceeds allocable to the convertible preferred stock divided by the number of shares into which it is convertible. The effective conversion price is then compared to the per share fair value of the underlying shares on the commitment date. The accounting for a BCF requires that the BCF be recognized by allocating the intrinsic value of the conversion option to additional paid-in capital, resulting in a discount on the convertible preferred stock. This discount should be accreted from the date on which the BCF is first recognized through the earliest conversion date for instruments that do not have a stated redemption date. The intrinsic value of the BCF is recognized as a deemed dividend on convertible preferred stock over a period specified in the guidance. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities | The following schedule details the number of shares issuable upon the exercise of stock options, warrants and conversion of preferred stock, which have been excluded from the diluted loss per share calculation as the inclusion would be anti-dilutive for the three and nine month periods ended September 30, 2017 and 2016: Three Month period Ended September 30, Nine Month period Ended September 30, 2017 2016 2017 2016 Stock options 11,526 8,321 11,526 8,321 Preferred Stock issuable upon conversion 15,078 16,000 15,078 16,000 Warrants 5,961 40,518 5,961 40,518 Total 32,565 64,839 32,565 64,839 |
Leasehold Improvements and Eq20
Leasehold Improvements and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Leasehold improvements and equipment, summarized by major category, consist of the following ($ in thousands) for the nine months ended September 30, 2017 and year ended December 31, 2016: September 30, 2017 December 31, 2016 Lab equipment $ 472 438 Furniture and fixtures 20 20 Equipment under capital lease 81 31 Leasehold improvements 1,084 7 Total 1,657 496 Less: accumulated depreciation and amortization 196 140 Leasehold improvements and equipment, net $ 1,461 $ 356 |
Stock Holders Equity (Tables)
Stock Holders Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Summary of Shareholders Equity Warrants and Outstanding | A summary of equity warrants outstanding as of September 30, 2017 is presented below, all of which are fully vested. Shares Total Warrants Outstanding at December 31, 2016 40,255 Warrants tendered on January 13, 2017 (30,966 ) Warrants exercised first quarter, 2017 outside of tender offer (2,916 ) Warrants exercised second quarter, 2017 (412 ) Warrants exercised third quarter, 2017 - Total Warrants Outstanding at September 30, 2017 5,961 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense | The Company recognized stock-based compensation expense (options, and restricted share grants) in its condensed consolidated statements of operations as follows ($ in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Research and Development $ 280 $ 212 $ 785 $ 483 General and Administrative 271 268 1,454 791 Total $ 551 $ 480 $ 2,239 $ 1,274 |
Schedule of Equity Compensation Plan by Arrangements | Reserved Awards for Awards Available Issuance Issued for Grant 2013 Equity Compensation Plan 14,155 12,757 * 1,398 * includes both stock grants and option grants |
Schedule of Stock Option Activity | The following table summarizes the Company’ stock option activity and related information for the period from December 31, 2016 to September 30, 2017 (number of options in thousands): Weighted Number of average Options Exercise Price Outstanding at December 31, 2016 8,290 $ 0.93 Granted 3,235 2.91 Outstanding at September 30, 2017 11,525 $ 1.43 |
Schedule of Share Based Payment Assumptions | The following weighted-average assumptions were used to calculate share based compensation for the three and nine months ended September 30, 2017 and 2016: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Volatility 67.09%-70.7 % 44.72% - 89.15 % 67.09%-82.26 % 44.72%-89.15 % Risk-free interest rate 2.015%-2.075 % 1.150%-1.280 % 1.89%-2.22 % 1.14%-1.42 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Expected life 6.0 years 6.0 years 6.0 years 6.0 years |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses | Prepaid expenses, summarized by major category, consist of the following for the nine months ended September 30, 2017 and year ended December 31, 2016. September 30, 2017 December 31, 2016 Insurance Premium $ 423 $ 162 Deposits 213 36 Vendor Services 381 106 $ 1,017 $ 304 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments | Listed below is a summary of future minimum rental payments (including the remainder of 2017) as of September 30, 2017: Year Ending December 31, Lease Commitments Remainder of 2017 $ 126 2018 683 2019 707 2020 732 2021 657 Future minimum lease payments through 2021 $ 2,905 |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - USD ($) | Jan. 13, 2017 | Sep. 13, 2016 |
Number of warrant issued | 30,966,350 | |
Proceeds from issuance of warrants | $ 13,500,000 | |
Estimated net proceeds from issuance of warrants | $ 12,700,000 | |
Series A Preferred Stock [Member] | ||
Shares issued for private placement value | $ 8,000,000 | |
Number of shares issued | 1,600,000 | |
Purchase price | $ 5 | |
Proceeds from issuance of private placement | $ 6,900,000 |
Liquidity and Plan of Operation
Liquidity and Plan of Operations and Going Concern (Details Narrative) - USD ($) | Jan. 13, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Accumulated deficit | $ 47,646,524 | $ 47,646,524 | $ 35,179,710 | ||||
Net loss | (3,394,714) | $ (1,838,436) | (11,858,471) | $ (5,706,931) | |||
Proceeds from issuance of warrants | $ 13,500,000 | ||||||
Estimated net proceeds from issuance of warrants | $ 12,700,000 | ||||||
Proceeds from issuance initial public offering | $ 30,000,000 | ||||||
Number of common stock shares sold | 365,000 | ||||||
Number of common stock shares sold value | $ 50,000 | ||||||
Cash and cash equivalents | $ 9,000,674 | $ 6,219,641 | $ 9,000,674 | $ 6,219,641 | $ 4,105,451 | $ 3,226,997 | |
October 19, 2017 [Member] | |||||||
Number of common stock shares sold | 871,000 | ||||||
Number of common stock shares sold value | $ 1,100,000 |
Controlled Equity Offering (Det
Controlled Equity Offering (Details Narrative) | Apr. 28, 2017USD ($) | Sep. 30, 2017USD ($)shares |
Proceeds from issuance initial public offering | $ 30,000,000 | |
Number of common stock shares sold | shares | 365,000 | |
Number of common stock shares sold value | $ 50,000 | |
Controlled Equity Offering [Member] | ||
Number of common stock shares sold | shares | 506,000 | |
Number of common stock shares sold value | $ 60,000 | |
Cantor Fitzgerald & Co [Member] | ||
Proceeds from issuance initial public offering | $ 30,000,000 | |
Accrued salse commission percentage | 0.03 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Accred interest and penalties | |
Goodwill impairment | |
Series A Preferred Stock [Member] | |
Preferred stock devidend rate percentage | 8.00% |
Preferred stock devidend earned percentage | 8.00% |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive earnings per share, amount | 32,565,000 | 64,839,000 | 32,565,000 | 64,839,000 |
Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive earnings per share, amount | 11,526,000 | 8,321,000 | 11,526,000 | 8,321,000 |
Preferred Stock Issuable Upon Conversion [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive earnings per share, amount | 15,078,000 | 16,000,000 | 15,078,000 | 16,000,000 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive earnings per share, amount | 5,961,000 | 40,518,000 | 5,961,000 | 405,180,000 |
2017 Warrant Tender Offer (Deta
2017 Warrant Tender Offer (Details Narrative) - USD ($) | Jan. 13, 2017 | Jan. 13, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Number of warrant issued | 30,966,350 | 30,966,350 | |||
Warrant outstanding | $ 15,500,000 | $ 15,500,000 | |||
Proceeds from issuance of warrants | 13,500,000 | ||||
Proceeds from warrant exercises | $ 12,700,000 | $ 14,834,344 | $ 240,000 | ||
Common stock, shares, outstanding | 92,950,096 | 58,159,495 | |||
Fee on warrant exercise, percentage | 5.00% | ||||
Non- accountable expenses | $ 35,000 | ||||
Deemed Dividend [Member] | |||||
Additional paid in capital, warrant issued | $ 16,700,000 | ||||
Warrants [Member] | |||||
Number of warrant outstanding | 5,961,000 | 40,255,000 | |||
Conversion of stock, shares converted | 29,666,782 | ||||
Common Stock [Member] | |||||
Number of warrant issued | 40,255,234 | ||||
Common stock, shares, outstanding | 58,159,495 | ||||
Formation Warrants [Member] | |||||
Number of warrant outstanding | 3,750,000 | 3,750,000 | |||
Merger Warrants [Member] | |||||
Number of warrant outstanding | 754,000 | 754,000 | |||
Two Thousand Thirteen Investor Warrants [Member] | |||||
Number of warrant outstanding | 7,243,750 | 7,243,750 | |||
Private Placement Warrants [Member] | |||||
Number of warrant outstanding | 500,000 | 500,000 | |||
Two Thousand Fifteen Investor Warrants [Member] | |||||
Number of warrant outstanding | 14,750,831 | 14,750,831 | |||
Warrants One [Member] | |||||
Number of warrant outstanding | 722,925 | 722,925 | |||
Warrant exercise price per share | $ 2 | $ 2 | |||
Cashless exercises of warrants | 721,987 | ||||
Warrants Two [Member] | |||||
Number of warrant outstanding | 1,426,687 | 1,426,687 | |||
Warrant exercise price per share | $ 1 | $ 1 | |||
Cashless exercises of warrants | 1,424,812 | ||||
Warrants Three [Member] | |||||
Number of warrant outstanding | 1,818,157 | 1,818,157 | |||
Warrant exercise price per share | $ 0.75 | $ 0.75 | |||
Cashless exercises of warrants | 1,774,017 |
Leasehold Improvements and Eq31
Leasehold Improvements and Equipment (Details Narrative) - USD ($) $ in Thousands | May 15, 2017 | Feb. 12, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation and amortization expense | $ 31 | $ 15 | $ 56 | $ 40 | ||
Capitalized leasing term | 36 months | 36 months | ||||
Lease description | The payments under the leases are accounted for as interest and payments under capital lease using 3 year amortization. | |||||
Interest expense | $ 823 | $ 2,873 |
Leasehold Improvements and Eq32
Leasehold Improvements and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | $ 1,657,000 | $ 496,000 |
Less: accumulated depreciation and amortization | 196,000 | 140,000 |
Leasehold improvements and equipment, net | 1,460,455 | 356,143 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | 472,000 | 438,000 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | 20,000 | 20,000 |
Equipment Under Capital Lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | 81,000 | 31,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | $ 1,084,000 | $ 7,000 |
Stock Holders Equity (Details N
Stock Holders Equity (Details Narrative) - USD ($) | Jan. 13, 2017 | Sep. 12, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Aug. 16, 2016 | Jul. 29, 2016 |
Beneficial conversion feature amount | $ 4,393,809 | |||||
Number of warrant to purchase of common stock | 30,966,350 | |||||
Proceeds from warrant exercises | $ 12,700,000 | 14,834,344 | $ 240,000 | |||
Tendered Warrants [Member] | ||||||
Proceeds from warrant exercises | 12,700,000 | |||||
Outside Tendered Warrants [Member] | ||||||
Proceeds from warrant exercises | $ 2,100,000 | |||||
Series A Preferred Stock [Member] | ||||||
Preferred stock shares designated | 1,600,000 | |||||
Preferred stock shares outstanding | 1,507,858 | |||||
Preferred stock conversion basis | Series A Preferred Shares to be converted, multiplied by the stated value of $5.00 (the Stated Value), divided by the Conversion Price in effect at the time of the conversion (the initial conversion price will be $0.50, subject to adjustment in the event of stock splits, stock dividends, and fundamental transactions). | |||||
Conversion price per share | $ 0.50 | |||||
Sale of stock price per share | $ 1 | $ 0.70 | $ 0.67 | |||
Intrinsic value | $ 4,400,000 | |||||
Beneficial conversion feature amount | $ 4,400,000 | |||||
Beneficial conversion feature percentage | 100.00% | |||||
Dividend rate | 8.00% | |||||
Dividends | $ 709,000 | |||||
Paid in kind dividend | $ 5,000 | |||||
Preferred stock satted par value | $ 5 | |||||
Series A Preferred Stock [Member] | Maximum [Member] | ||||||
Royalty percentage | 7.50% | 7.50% | ||||
Proceeds from royalty | $ 10,000,000 | $ 10,000,000 | ||||
Series A Preferred Stock [Member] | Maximum [Member] | Sales Revenue, Net [Member] | ||||||
Royalty percentage | 4.50% | 4.50% | ||||
Proceeds from royalty | $ 25,000,000 | $ 25,000,000 | ||||
Redeemable Convertible Preferred Stock [Member] | ||||||
Preferred stock shares authorized | 10,000,000 | |||||
Preferred stock par value | $ 0.001 | |||||
Warrants [Member] | ||||||
Number of warrant to purchase of common stock | 5,961,269 | |||||
Issuance of warrants description | The Company may call the Warrants, other than the Placement Agent Warrants, at any time the common stock trades above $5.00 ( for warrants issued in 2013) or above $ 3.00 (for warrants issued in 2015) for twenty (20) consecutive days | |||||
Proceeds from warrant exercises | $ 14,800,000 | |||||
Warrants [Member] | Maximum [Member] | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 2 | |||||
Warrants [Member] | Minimum [Member] | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.50 |
Stock Holders Equity - Summary
Stock Holders Equity - Summary of Shareholders Equity warrants and Outstanding (Details) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2017shares | |
Stock Holders Equity [Line Items] | |
Total Warrants Outstanding at December 31, 2016 | 40,255,000 |
Warrants tendered on January 13, 2017 | (30,966,000) |
Warrants exercised first quarter, 2017 outside of tender offer | (2,916,000) |
Warrants exercised second quarter, 2017 | (412,000) |
Warrants exercised third quarter, 2017 | |
Total Warrants Outstanding at September 30, 2017 | 5,961,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 08, 2014 | Aug. 31, 2013 | Sep. 30, 2017 |
Share-based payment award increase of shares offering date | January 1, 2015 | ||
Share-based payment award, percentage of outstanding stock maximum | 4.00% | ||
Stock Option [Member] | |||
Number of option vested | 7,881,492 | ||
Option vested price per share | $ 2.22 | ||
Option intrinsic value | $ 4,000 | ||
Option intrinsic value price per share | $ 1.32 | ||
Unrecognized share-based compensation | $ 5,400 | ||
Share-based compensation weighted average period | 10 months 10 days | ||
2013 Equity Compensation Plan [Member] | |||
Option granted description | granted at prices not less than 100% of the fair value | ||
Option vested period | 3 years | ||
Option term | The term of the options is no longer than ten years. | ||
Number of common stock issued under plan | 1,397,606 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 551 | $ 480 | $ 2,239 | $ 1,274 |
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 280 | 212 | 785 | 483 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 271 | $ 268 | $ 1,454 | $ 791 |
Stock Based Compensation - Sc37
Stock Based Compensation - Schedule of Equity Compensation Plan by Arrangements (Details) - Two Thousand Thirteen Equity Compensation Plan [Member] | 9 Months Ended | |
Sep. 30, 2017shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards Reserved for Issuance | 14,155 | |
Awards Issued | 12,757 | [1] |
Awards Available for Grant | 1,398 | |
[1] | includes both stock grants and option grants |
Stock Based Compensation - Sc38
Stock Based Compensation - Schedule of Stock Option Activity (Details) - Stock Option [Member] | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding at Beginning | shares | 8,290 |
Number of Options, Granted | shares | 3,235 |
Number of Options, Outstanding at Ending | shares | 11,525 |
Weighted average Excercise Price, Outstanding at Beginning | $ / shares | $ 0.93 |
Weighted average Excercise Price, Granted | $ / shares | 2.91 |
Weighted average Excercise Price, Outstanding at Ending | $ / shares | $ 1.43 |
Stock Based Compensation - Sc39
Stock Based Compensation - Schedule of Share Based Payment Assumptions (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate, Minimum | 2.015% | 1.15% | 1.89% | 1.14% |
Risk-free interest rate, Maximum | 2.075% | 1.28% | 2.22% | 1.42% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected life | 6 years | 6 years | 6 years | 6 years |
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility | 67.09% | 44.72% | 6709.00% | 44.72% |
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility | 70.70% | 89.15% | 82.26% | 89.15% |
Prepaid Expenses - Schedule of
Prepaid Expenses - Schedule of major catagory (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Prepaid expenses | $ 1,017 | $ 304 |
Vendor Services [Member] | ||
Prepaid expenses | 381 | 106 |
Deposits [Member] | ||
Prepaid expenses | 213 | 36 |
InsurancePremium [Member] | ||
Prepaid expenses | $ 423 | $ 162 |
Notes Payable (Details Narative
Notes Payable (Details Narative) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Notes payable, current | $ 297,912 | $ 118,046 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Dec. 15, 2016 | Nov. 10, 2016 | Sep. 12, 2016 | Sep. 12, 2016 | Feb. 18, 2016 | Sep. 30, 2014 | Nov. 01, 2013 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Lease term | 10 years | 7 years | |||||||||
Operating leases rent expense | $ 43,000 | $ 12,723 | $ 141,000 | $ 63,000 | $ 317,000 | $ 188,000 | |||||
Increase decrease in lease rental expense | 64,000 | $ 14,200 | |||||||||
Lease expiration date | Jun. 30, 2021 | ||||||||||
Lease rental payment | $ 6,400,000 | ||||||||||
Revenue recognition, milestone fee on achieving sales threshold | 100,000 | ||||||||||
Estimated service cost | 1,400,000 | $ 1,400,000 | |||||||||
June, 2019 [Member] | |||||||||||
Lease term | 36 months | ||||||||||
Payments of lease | $ 31,000 | ||||||||||
May, 2022 [Member] | |||||||||||
Lease term | 60 months | ||||||||||
Payments of lease | $ 49,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Accrued royalties | $ 35,000,000 | $ 35,000,000 | |||||||||
Royalty payment rights expire year | 2,033 | ||||||||||
Minimum [Member] | |||||||||||
License costs | 10,000 | ||||||||||
Maximum [Member] | |||||||||||
License costs | $ 50,000 | ||||||||||
Maximum [Member] | Series A Preferred Stock [Member] | |||||||||||
Royalty percentage | 7.50% | 7.50% | |||||||||
Proceeds from royalty | $ 10,000,000 | $ 10,000,000 | |||||||||
Maximum [Member] | Series A Preferred Stock [Member] | Sales Revenue, Net [Member] | |||||||||||
Royalty percentage | 4.50% | 4.50% | |||||||||
Proceeds from royalty | $ 25,000,000 | $ 25,000,000 | |||||||||
Office Lease [Member] | |||||||||||
Security deposit | 300,000 | $ 300,000 | |||||||||
Security deposits reduced by straight line basis description | This deposit was reduced by $100,000 in 2016 and 2015 and will be reduced down to $50,000 by yearend, as long as the Company makes timely rental payments. | ||||||||||
Laboratory and Facility [Member] | |||||||||||
Security deposit | $ 586,000 | $ 586,000 | |||||||||
Security deposits reduced by straight line basis description | This security deposit can be reduced $100,000 on each of the first three anniversaries of the rent commencement date which was August 1, 2017. On the fourth anniversary, it can be reduced another $86,000, with the balance over the remaining life of the lease. | ||||||||||
Research and Development Agreement [Member] | |||||||||||
Other commitment | $ 200,000 | ||||||||||
Agreement term | 3 years | ||||||||||
Travel expenses | $ 132,568 |
Commitments - Schedule of Futur
Commitments - Schedule of Future Minimum Rental Payments (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2017 | $ 126 |
2,018 | 683 |
2,019 | 707 |
2,020 | 732 |
2,021 | 657 |
Future minimum lease payments through 2021 | $ 2,905 |