Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 09, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Matinas BioPharma Holdings, Inc. | |
Entity Central Index Key | 0001582554 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 162,407,290 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 36,830,924 | $ 12,446,838 |
Restricted cash | 100,000 | 100,000 |
Prepaid expenses | 494,647 | 538,646 |
Total current assets | 37,425,571 | 13,085,484 |
Non-current assets: | ||
Leasehold improvements and equipment - net | 1,791,273 | 2,042,893 |
Operating lease right-of-use assets - net | 3,990,941 | |
Finance lease right-of-use assets - net | 166,977 | |
In-process research and development | 3,017,377 | 3,017,377 |
Goodwill | 1,336,488 | 1,336,488 |
Restricted cash - security deposit | 486,000 | 461,000 |
Total non-current assets | 10,789,056 | 6,857,758 |
Total assets | 48,214,627 | 19,943,242 |
Current liabilities: | ||
Accounts payable | 548,128 | 295,652 |
Note payable | 199,842 | |
Accrued expenses | 1,274,963 | 1,086,868 |
Stock dividends payable | 1,174,286 | 1,174,286 |
Operating lease liabilities - current | 390,750 | |
Financing lease liabilities - current | 75,655 | 83,245 |
Total current liabilities | 3,463,782 | 2,839,893 |
Non-current liabilities: | ||
Deferred tax liability | 341,265 | 341,265 |
Operating lease liabilities - net of current portion | 3,918,540 | |
Financing lease liabilities - net of current portion | 72,950 | 107,656 |
Deferred rent liability | 512,704 | |
Total non-current liabilities | 4,332,755 | 961,625 |
Total liabilities | 7,796,537 | 3,801,518 |
Stockholders' equity: | ||
Common stock par value $0.0001 per share, 250,000,000 shares authorized at June 30, 2019 and December 31, 2018; 144,205,850 and 113,287,670 issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 14,420 | 11,329 |
Additional paid in capital | 104,601,220 | 72,294,921 |
Accumulated deficit | (73,813,195) | (65,944,759) |
Total stockholders' equity | 40,418,090 | 16,141,724 |
Total liabilities and stockholders' equity | 48,214,627 | 19,943,242 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock value | 5,583,686 | 5,583,686 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock value | $ 4,031,959 | $ 4,196,547 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 144,205,850 | 113,287,670 |
Common stock, shares outstanding | 144,205,850 | 113,287,670 |
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 | 1,467,858 | 1,467,858 |
Preferred stock, shares outstanding | 1,467,858 | 1,467,858 |
Preferred stock, liquidation preference value | $ 8,513,576 | |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized | 8,000 | 8,000 |
Preferred stock, shares issued | 4,630 | 4,819 |
Preferred stock, shares outstanding | 4,630 | 4,819 |
Preferred stock, liquidation preference value | $ 4,630,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue: | ||||
Contract research revenue | $ 89,812 | $ 89,813 | $ 89,812 | $ 119,750 |
Costs and expenses: | ||||
Research and development | 2,828,776 | 1,522,695 | 5,143,477 | 3,715,584 |
General and administrative | 1,781,717 | 1,972,048 | 3,570,131 | 3,929,847 |
Total costs and expenses | 4,610,493 | 3,494,743 | 8,713,608 | 7,645,431 |
Loss from operations | (4,520,681) | (3,404,930) | (8,623,796) | (7,525,681) |
Sale of New Jersey net operating loss | 1,007,082 | 1,007,082 | ||
Other income/(expense), net | 168,872 | (6,101) | 221,279 | 4,644 |
Net loss | (3,344,727) | (3,411,031) | (7,395,435) | (7,521,037) |
Preferred stock series A accumulated dividends | (146,786) | (146,786) | (293,572) | (294,072) |
Preferred stock series B accumulated dividends | (115,750) | (21,849) | (234,000) | (21,849) |
Net loss attributable to common shareholders | $ (3,607,263) | $ (3,579,666) | $ (7,923,007) | $ (7,836,958) |
Net loss available for common shareholders per share - basic and diluted | $ (0.03) | $ (0.04) | $ (0.06) | $ (0.08) |
Weighted average common shares outstanding - basic and diluted | 143,104,941 | 94,034,837 | 130,306,907 | 93,787,752 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Redeemable Convertible Preferred Stock A [Member] | Redeemable Convertible Preferred Stock B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 5,716,825 | $ 9,335 | $ 56,230,347 | $ (51,274,542) | $ 10,681,965 | |
Balance, shares at Dec. 31, 2017 | 1,502,858 | 93,371,129 | ||||
Stock-based compensation | 1,956,202 | 1,956,202 | ||||
Issuance of common stock as compensation for services | $ 45 | 339,332 | 339,377 | |||
Issuance of common stock as compensation for services, shares | 437,789 | |||||
Issuance of common stock in exchange for preferred shares A | $ (133,139) | $ 35 | 133,104 | |||
Issuance of common stock in exchange for preferred shares A, shares | (35,000) | 350,000 | ||||
Issuance of common stock in exchange for preferred shares B | $ (21,771) | $ 5 | 21,766 | |||
Issuance of common stock in exchange for preferred shares B, shares | (25) | 50,000 | ||||
Stock dividend | $ 3 | 13,997 | 14,000 | |||
Stock dividend, shares | 28,000 | |||||
Issuance of Preferred Series B net of issuance costs | $ 6,966,668 | 6,966,668 | ||||
Issuance of Preferred Series B net of issuance costs, shares | 8,000 | |||||
Issuance of warrants to placement agent | 89,582 | 89,582 | ||||
Net Loss | (7,521,037) | (7,521,037) | ||||
Balance at Jun. 30, 2018 | $ 5,583,686 | $ 6,944,897 | $ 9,423 | 58,784,330 | (58,795,579) | 12,526,757 |
Balance, shares at Jun. 30, 2018 | 1,467,858 | 7,975 | 94,236,918 | |||
Balance at Mar. 31, 2018 | $ 5,602,706 | $ 9,396 | 58,206,054 | (55,384,546) | 8,433,610 | |
Balance, shares at Mar. 31, 2018 | 1,472,858 | 93,981,562 | ||||
Stock-based compensation | 380,241 | 380,241 | ||||
Issuance of common stock as compensation for services | $ 16 | 65,673 | 65,689 | |||
Issuance of common stock as compensation for services, shares | 151,356 | |||||
Issuance of common stock in exchange for preferred shares A | $ (19,020) | $ 5 | 19,015 | |||
Issuance of common stock in exchange for preferred shares A, shares | (5,000) | 50,000 | ||||
Issuance of common stock in exchange for preferred shares B | $ (21,771) | $ 5 | 21,766 | |||
Issuance of common stock in exchange for preferred shares B, shares | (25) | 50,000 | ||||
Stock dividend | $ 1 | 1,999 | 2,000 | |||
Stock dividend, shares | 4,000 | |||||
Issuance of Preferred Series B net of issuance costs | $ 6,966,668 | 6,966,668 | ||||
Issuance of Preferred Series B net of issuance costs, shares | 8,000 | |||||
Issuance of warrants to placement agent | 89,582 | 89,582 | ||||
Net Loss | (3,411,033) | (3,411,031) | ||||
Balance at Jun. 30, 2018 | $ 5,583,686 | $ 6,944,897 | $ 9,423 | 58,784,330 | (58,795,579) | 12,526,757 |
Balance, shares at Jun. 30, 2018 | 1,467,858 | 7,975 | 94,236,918 | |||
Balance at Dec. 31, 2018 | $ 5,583,686 | $ 4,196,547 | $ 11,329 | 72,294,921 | (65,944,759) | 16,141,724 |
Balance, shares at Dec. 31, 2018 | 1,467,858 | 4,819 | 113,287,670 | |||
Stock-based compensation | 1,451,242 | 1,451,242 | ||||
Issuance of common stock as compensation for services | $ 12 | 117,240 | 117,252 | |||
Issuance of common stock as compensation for services, shares | 122,194 | |||||
Issuance of common stock in exchange for preferred stock | $ (164,588) | $ 38 | 164,550 | |||
Issuance of common stock in exchange for preferred stock, shares | (189) | 378,000 | ||||
Issuance of common stock in public offering, net of stock issuance costs | $ 2,947 | 30,100,360 | 30,103,307 | |||
Issuance of common stock in public offering, net of stock issuance costs, shares | 29,471,986 | |||||
Stock dividend | $ 94 | 472,907 | (473,001) | |||
Stock dividend, shares | 946,000 | |||||
Net Loss | (7,395,435) | (7,395,435) | ||||
Balance at Jun. 30, 2019 | $ 5,583,686 | $ 4,031,959 | $ 14,420 | 104,601,220 | (73,813,195) | 40,418,090 |
Balance, shares at Jun. 30, 2019 | 1,467,858 | 4,630 | 144,205,850 | |||
Balance at Mar. 31, 2019 | $ 5,583,686 | $ 4,119,043 | $ 14,299 | 103,284,125 | (69,995,467) | 43,005,686 |
Balance, shares at Mar. 31, 2019 | 1,467,858 | 4,730 | 142,991,442 | |||
Stock-based compensation | 763,505 | 763,505 | ||||
Issuance of common stock as compensation for services | $ 7 | 58,619 | 58,626 | |||
Issuance of common stock as compensation for services, shares | 68,408 | |||||
Issuance of common stock in exchange for preferred stock | $ (87,084) | $ 20 | 87,064 | |||
Issuance of common stock in exchange for preferred stock, shares | (100) | 20,000 | ||||
Stock dividend | $ 94 | 472,907 | (473,001) | |||
Stock dividend, shares | 946,000 | |||||
Stock issuance costs | (65,000) | (65,000) | ||||
Net Loss | (3,344,727) | (3,344,727) | ||||
Balance at Jun. 30, 2019 | $ 5,583,686 | $ 4,031,959 | $ 14,420 | $ 104,601,220 | $ (73,813,195) | $ 40,418,090 |
Balance, shares at Jun. 30, 2019 | 1,467,858 | 4,630 | 144,205,850 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Stock issuance cost | $ 2,315,878 | ||
Series B Preferred Stock [Member] | |||
Stock issuance cost | $ 943,750 | $ 943,750 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (7,395,435) | $ (7,521,037) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 96,936 | 100,079 |
Amortization of operating lease right-of-use assets | 222,320 | |
Amortization of finance lease right-of-use assets | 72,789 | |
Change in deferred rent | 33,607 | |
Stock-based compensation expense | 1,626,594 | 2,297,744 |
Changes in operating assets and liabilities: | ||
Operating lease liabilities | (169,583) | |
Prepaid expenses | (14,101) | 250,113 |
Accounts receivable - other assets | (89,813) | |
Accounts payable | 252,476 | (85,479) |
Accrued expenses and other liabilities | 188,095 | (49,485) |
Net cash used in operating activities | (5,119,909) | (5,064,271) |
Cash flows from investing activities: | ||
Purchases of leasehold improvements and equipment | (332,174) | (260,606) |
Net cash used in investing activities | (332,174) | (260,606) |
Cash flows from financing activities: | ||
Net proceeds from issuance of Series B convertible preferred stock | 7,056,250 | |
Net proceeds from public offering of common stock | 30,103,307 | |
Payments of capital lease liability - principal | (42,296) | (20,046) |
Payments of note payable | (199,842) | (170,236) |
Net cash provided by financing activities | 29,861,169 | 6,865,968 |
Net increase in cash, cash equivalents and restricted cash | 24,409,086 | 1,541,091 |
Cash, cash equivalents and restricted cash at beginning of period | 13,007,838 | 7,997,937 |
Cash, cash equivalents and restricted cash at end of period | 37,416,924 | 9,539,028 |
Supplemental non-cash financing and investing activities: | ||
Right-of-use assets obtained exchanged for liabilities | 4,453,028 | |
Preferred stock conversion into common stock - series A | 133,139 | |
Preferred stock conversion into common stock - series B | 164,588 | 21,771 |
Stock dividends issued | 473,001 | 14,000 |
Warrant issued to placement agent | 89,581 | |
Equipment acquired under capital lease | 81,070 | |
Unearned restricted stock grants | $ 69,333 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1 - Description of Business 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 clinical-stage biopharmaceutical company with a focus on identifying and developing novel pharmaceutical products. |
Liquidity and Plan of Operation
Liquidity and Plan of Operations | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Plan of Operations | Note 2 - Liquidity and Plan of Operations The Company has experienced net losses and negative cash flows from operations each period since its inception. Through June 30, 2019, the Company had an accumulated deficit of approximately $73.8 million. The Company’s net loss for the six months ended June 30, 2019 was approximately $7.4 million. The Company has been engaged in developing its lipid nano-crystal (“LNC”) platform delivery technology and a pipeline of product candidates, including MAT-9001, since 2011. To date, the Company has not obtained regulatory approval for any of its product candidates nor generated any revenue from product sales 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 regulatory approval from the U.S. Food & Drug Administration (“FDA”) or from the European Medicines Agency (“EMA”) for one or more of its product candidates, which the Company does not expect to receive until 2023 at the earliest, the Company expects that its expenses will continue to increase if and when it commercially launches a product. 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 development of additional product candidates. As a result, the Company expects to continue to incur substantial losses for the foreseeable future, and that these losses will increase. To continue to fund operations, on March 19, 2019, the Company completed an underwritten public offering of common stock, generating gross cash proceeds of $30.0 million and net proceeds of approximately $27.8 million. On March 28, 2019, additional shares of common stock were sold pursuant to an over-allotment option granted to the underwriters of the public offering, resulting in additional net proceeds to the Company of approximately $2.3 million (see Note 9). As of June 30, 2019, the Company had cash and cash equivalents of approximately $36.8 million and restricted cash of approximately $0.6 million. The Company believes the cash and cash equivalents on hand are sufficient to fund planned operations through 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of Holdings and its wholly owned subsidiaries, BioPharma, and Nanotechnologies. The accompanying unaudited condensed consolidated financial statements have been prepared 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. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the assessment of the impairment of goodwill and intangible assets, level 3 fair value measurement of financial instruments, the determination of stock-based compensation, contingent consideration and assets and liabilities acquired in a business combination. Cash and cash equivalents The Company considers all highly liquid financial instruments with original maturities of three months or less to be cash and cash equivalents. Cash and cash equivalents include cash on hand, bank demand deposits and overnight sweep accounts used in the Company’s cash management program. Restricted Cash The Company presents restricted cash with cash and cash equivalents in the Consolidated Statements of Cash Flows. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets to the total of the amounts in the Consolidated Statements of Cash Flows as of June 30, 2019, December 31, 2018, June 30, 2018 and December 31, 2017: ($ in thousands) June 30, December 31, June 30, December 31, Cash and cash equivalents $ 36,831 $ 12,447 $ 8,903 $ 7,307 Restricted cash included in current/long term assets 586 561 636 691 Cash, cash equivalents and restricted cash in the statement of cash flows $ 37,417 $ 13,008 $ 9,539 $ 7,998 Concentration of credit risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. Balances are maintained at U.S. financial institutions and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to regulatory limits. The Company has not experienced any credit losses associated with its balances in such accounts. Leasehold improvements and equipment Equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation on equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to ten years. Capitalized costs associated with leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful life of the asset or the remaining term of the lease. Goodwill and other intangible assets Goodwill is recorded when consideration paid for an acquired entity exceeds the fair value of the net assets acquired. Goodwill is not amortized but rather is assessed for impairment at least annually on a reporting unit basis, or more frequently when events and circumstances indicate the goodwill may be impaired. U.S. GAAP provides that 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 perform further analysis to identify and measure the amount of goodwill impairment loss to be recognized, if any. 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. During the three months ended June 30, 2019, the Company assessed goodwill impairment by performing a qualitative test for its reporting unit. As part of the qualitative review, the Company considered its cash position and its ability to obtain additional financing in the near term to meet its operational and strategic goals and substantiate the value of its business. Based on the results of the Company’s assessment, it was determined that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amount. There were no impairments of goodwill during the six months ended June 30, 2019 and 2018. Indefinite lived intangible assets are composed of in-process research and development (“IPR&D”) and represent projects acquired in a business combination that have not reached technological feasibility or that lack regulatory approval at the time of acquisition. These IPR&D assets are reviewed for impairment annually, or sooner if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, and upon establishment of technological feasibility or regulatory approval. An impairment loss, if any, is calculated by comparing the fair value of the asset to its carrying value. If the asset’s carrying value exceeds its fair value, an impairment loss is recorded for the difference and its carrying value is reduced accordingly. Similar to the impairment test for goodwill, the Company may perform a qualitative approach for testing indefinite-lived intangible assets for impairment. The Company used the qualitative approach and concluded that it was more-likely-than-not that its indefinite-lived assets were not impaired during the six months ended June 30, 2019 and 2018. Leases In February 2016, the Financial Accounting Standards Board (the “FASB”) established ASC Topic 842, “Leases”, by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessees to now recognize operating leases on the balance sheet and disclose key information about leasing arrangements. ASC Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements The Company adopted the new standard on January 1, 2019 using the modified retrospective transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company adopted the following practical expedients and accounting policies elections related to this standard: ● Short-term lease accounting policy election allowing lessees to not recognize ROU assets and liabilities for leases with a term of 12 months or less; ● The option to not separate lease and non-lease components in the Company’s lease contracts; and ● The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing the capitalization of initial direct costs for any existing leases. Adoption of this standard resulted in the recognition of operating lease right-of-use assets and corresponding lease liabilities of $4.2 million and $4.5 million, respectively, on the consolidated balance sheet as of January 1, 2019. In addition, the Company reclassified $0.2 million from leasehold improvements & equipment to finance lease right-of-use assets in connection with the adoption of ASC Topic 842. The Company’s accounting for finance leases remained substantially unchanged. Disclosures related to the amount, timing and uncertainty of cash flows arising from leases are included in Note 6, Leases. Preferred stock dividends Pursuant to the Certificate of Designation, shares of Series A Preferred Stock earn dividends at a rate of 8.0% once per year on the first, second and third anniversary of the Initial Closing, which was July 29, 2016, payable to the holders of such Series A Preferred Stock in the form of shares of the Company’s common stock upon conversion. In addition, and subject to provisions detailed more fully in Footnote 9, shares of Series B Preferred Stock earn dividends at rates of 10%, 15% and 20% once per year on the first, second and third anniversary, respectively, of the filing of the Certificate of Designation for the Series B Preferred Stock with the Secretary of State of the State of Delaware, which was June 19, 2018. Dividends are payable to holders of the Series B Preferred Stock in the form of shares of the Company’s common stock. Preferred stock dividends do not require declaration by the Board of Directors and are accrued annually as of the date the dividend is earned in an amount equal to the applicable rate of the stated value. Business combination The Company accounts for business combinations using the acquisition method of accounting which requires the recognition of tangible and identifiable intangible assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. The Company allocates any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. Transaction costs are expensed as incurred and reported in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. Beneficial conversion feature of convertible preferred stock The Company accounts for the beneficial conversion feature on its convertible preferred stock in accordance with Accounting Standards Codification (“ASC”) 470-20, Debt with Conversion and Other Options To determine the effective conversion price, the Company first allocates the proceeds received to the convertible preferred stock and then uses 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 is 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 BCF is 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 is 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 the period specified in the guidance. Sale of net operating losses (NOLs) The Company recognized approximately $1.0 million and $0 for the three and six months ended June 30, 2019 and 2018, respectively, in connection with the sale of state net operating losses and state research and development credits to a third party under the New Jersey Technology Business Tax Certificate Program. Income taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable tax rates. 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. Tax benefits are recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by a tax authority and based upon the technical merits of the tax position. The tax benefit recognized in the consolidated financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. An unrecognized tax benefit, or a portion thereof, is presented in the consolidated financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The Company classifies interest and penalties related to uncertain income tax positions in income tax expense in the consolidated statement of operations. The Company did not recognize any income tax related interest or penalties during the six months ended June 30, 2019 and 2018, nor has the company recognized any liabilities for uncertain tax positions in its consolidated financial statements. The Company is subject to examination by the Internal Revenue Service of its federal income tax returns and by state tax authorities for state jurisdictions. Since the Company incurred net operating losses in every tax year since inception, all income tax returns are subject to examination and adjustments for at least three years following the year in which the tax attributes generated in those years are utilized. Fair value measurements The Company uses the fair value hierarchy to measure the value of its financial instruments. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: ● Level 1 - Quoted prices for identical assets or liabilities in active markets. ● Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or model-derived valuations whose inputs are observable or whose significant value drivers are observable. ● Level 3 - Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The carrying amounts of cash and cash equivalents, current portion of restricted cash, accounts receivable, prepaid expenses, accounts payable, note payable, current portion of lease liability and accrued expenses approximate fair value due to the short-term nature of these instruments. Basic and diluted 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, as the Company incurred a net loss during each period presented, the potentially dilutive securities from the assumed exercise of all outstanding stock options and warrants and conversion of preferred stock, would have an anti-dilutive effect. The following table provides the number of shares of common stock 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 six months ended June 30, 2019 and 2018: As of June 30, (in thousands) 2019 2018 Stock options 16,625 12,133 Convertible preferred stock and accrued dividends upon conversion 26,287 30,628 Warrants 5,799 6,198 Total 48,711 48,959 Revenue recognition The Company’s revenues consist of a research grant to provide research and development services to the Cystic Fibrosis Foundation (“CFF”). The grant contract has a single performance obligation that is recognized over time as the services are performed. There are no contract assets or liabilities associated with this grant. As this contract is currently the Company’s only contract with a customer, disaggregation of revenue is not required. Research and development, legal fees and other direct costs Research and development costs are charged to expenses as they are incurred. Legal fees and other direct costs incurred in obtaining and protecting patents are also expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. Recent accounting standards In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”, which amended the existing accounting standards for the statement of cash flows. The amendments provide guidance on eight classification issues related to the statement of cash flows. The amendments should be applied retrospectively to all periods presented. For issues that are impracticable to apply retrospectively, the amendments may be applied prospectively as of the earliest date practicable. The Company adopted the guidance in the first quarter of 2018. The adoption did not have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. The amendment simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Instead an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We are required to apply the amendments for the annual or any interim goodwill impairment tests in fiscal years beginning on January 1, 2020. We have evaluated this standard and believe it will not have a material impact on our consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The Company adopted the guidance on January 1, 2019. The adoption did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. On January 1, 2019, the Company adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification |
Leasehold Improvements and Equi
Leasehold Improvements and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Leasehold Improvements and Equipment | Note 4 – Leasehold Improvements and Equipment Leasehold improvements and equipment consist of the following as of June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Lab equipment $ 1,377 $ 1,054 Equipment under capital lease - 272 Leasehold improvements 878 1,156 Total 2,255 2,482 Less: accumulated depreciation and amortization 464 439 Leasehold improvements and equipment, net $ 1,791 $ 2,043 Depreciation and amortization expense was approximately $97 thousand and $100 thousand for the six months ended June 30, 2019 and 2018, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 5 – Accrued Expenses Accrued Expenses consist of the following as of June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Payroll and incentives $ 209 $ 632 General and administrative expenses 261 190 Research and development expenses 803 233 Other 2 32 Total $ 1,275 $ 1,087 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Note 6 - Leases The Company has various lease agreements with terms up to 10 years, including leases of office space, a laboratory and manufacturing facility, and various equipment. Some leases include purchase, termination or extension options for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. The assets and liabilities from operating and finance leases are recognized at the lease commencement date based on the present value of remaining lease payments over the lease term using the Company’s incremental borrowing rates or implicit rates, when readily determinable. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. The Company’s operating leases do not provide an implicit rate that can readily be determined. Therefore, the Company uses a discount rate based on its incremental borrowing rate, which is determined using the average of borrowing rates explicitly stated in the Company’s finance leases. The Company’s weighted-average remaining lease term relating to its operating leases is 7.9 years, with a weighted-average discount rate of 8.4%. The Company incurred lease expense for its operating leases of approximately $203 thousand and $407 thousand for the three and six months ended June 30, 2019, respectively, and $186 thousand and $373 thousand for the three and six months ended June 30, 2018, respectively. The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of June 30, 2019: Maturity of Operating Lease Liabilities 2019 $ 367 2020 753 2021 684 2022 645 2023 677 Thereafter $ 2,914 Total undiscounted operating lease payments $ 6,040 Less: Imputed interest 1,731 Present value of operating lease liabilities $ 4,309 The Company’s weighted-average remaining lease term relating to its finance leases is 2.4 years, with a weighted-average discount rate of 7.7%. The following table presents information about the amount and timing of liabilities arising from the Company’s finance leases as of June 30, 2019. Maturity of Finance Lease Liabilities 2019 $ 44 2020 60 2021 34 2022 19 2023 2 Total undiscounted finance lease payments $ 159 Less: Imputed interest 10 Present value of finance lease liabilities $ 149 The Company incurred interest expense on its finance leases of approximately $3 thousand and $7 thousand for the three and six months ended June 30, 2019, respectively, and $4 thousand and $6 thousand for the three and six months ended June 30, 2018, respectively. The Company incurred amortization expense on its finance lease right-of-use assets of approximately $36 thousand and $73 thousand for the three and six months ended June 30, 2019, respectively, and $5 thousand and $9 thousand for the three and six months ended June 30, 2018, respectively. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 7 - Commitments Research and development agreements The Company has financial obligations resulting from Cooperative Research and Development Agreements (“CRADAs”) entered into with the with the National Institute of Allergy and Infectious Diseases (“NIH”) as follows: ● On February 19, 2016, the Company agreed to provide funds in the amount of $200,000 per year under a CRADA 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. The initial term of the CRADA was three years. On April 16, 2019, the Company renewed the CRADA for an additional three years with an annual funding commitment of $200,000. ● On April 2, 2019, the Company agreed to provide funds in the amount of $157,405 per year under a CRADA 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. The term of the CRADA is three years. In addition, in the course of normal business operations, the Company enters into agreements with contract service providers to assist in the performance of research & development and manufacturing activities. Expenditures to these third parties represent significant costs in clinical development and may require upfront payments and long-term commitments of cash. Subject to required notice periods and obligations under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time. Royalty payment rights On September 12, 2016 the Company conducted a final closing of a private placement offering to accredited investors of 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 its MAT2203 or MAT2501 product candidates. Pursuant to the terms of the Series A Certificate of Designation, the Company may be required to pay royalties of up to $35 million per year. If and when the Company obtains FDA or EMA approval of MAT2203 and/or MAT2501, which the Company does not expect to occur before 2020, if ever, and/or if the Company generates sales of such products, or the Company receives any proceeds from the licensing or other disposition of MAT2203 or MAT2501, the Company is required to pay to the holders of the Series A Preferred Stock, subject to certain vesting requirements, in the aggregate, a royalty (the “Royalty Payment Rights”) equal to (i) 4.5% of Net Sales (as defined in the Series A Certificate of Designation), subject in all cases to a cap of $25 million per calendar year, and (ii) 7.5% of Licensing Proceeds (as defined in the Series A Certificate of Designation), 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. License agreement Through the acquisition of Aquarius, the Company 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 LNC platform delivery technology. The Amended and Restated Exclusive License Agreement provides for, among other things, the payment of (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. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 8 – Related Parties Aegis Capital Corp. and Mr. Adam Stern Mr. Adam Stern, a director of the Company, has been Head of Private Equity Banking at Aegis Capital Corp. (“Aegis”) and CEO of SternAegis Ventures since 2012. Aegis acted as a selected dealer for our public offering of Series B Preferred Stock in June 2018, which raised gross proceeds of $8 million. In connection with the offering the Company agreed to issue placement agent warrants to purchase that number of shares of common stock equal to 1.5% of the aggregate number of shares of common stock underlying the shares of Series B Preferred Stock sold in the offering (not including any shares payable pursuant to the contemplated dividend thereunder). A total of 240,000 warrants were issued, of which Adam Stern and Aegis were collectively issued 81,080. No related party transactions were entered into during the three and six months ended June 30, 2019. Except as disclosed above regarding Aegis and Mr. Adam Stern, no other related party transactions were entered into during the three and six months ended June 30, 2018. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 9 – Stockholders’ Equity Common Stock On March 19, 2019, the Company closed an underwritten public offering of its common stock. This offering was made pursuant to an underwriting agreement between the Company and BTIG, LLC. The offering resulted in the sale of 27,272,727 shares to the public at a price of $1.10 per share. The Company generated gross proceeds of $30.0 million. Net proceeds after deducting underwriting discounts and commissions and other estimated offering expenses are approximately $27.8 million. In addition, the Company granted the underwriters a 30-day option (the “option”) to purchase up to an additional 4,090,909 shares of common stock subject to the same terms and conditions. On March 28, 2019, an additional 2,199,259 shares were sold pursuant to the option at a price of $1.10 per share, resulting in net proceeds to the Company of approximately $2.3 million. Preferred Stock In accordance with the Certificate of Incorporation, the Company is authorized to issue 10,000,000 preferred shares at a par value of $0.001. In connection with a private placement of Series A Preferred Stock, on July 26, 2016, the Company filed the Series A Certificate of Designation with the Secretary of the State of Delaware to designate the preferences, rights and limitations of the Series A Preferred Stock. Pursuant to the Series A Certificate of Designation, the Company designated 1,600,000 shares of the Company’s previously undesignated preferred shares as Series A Preferred Stock. In connection with a public offering of Series B Preferred Stock, on June 19, 2018, the Company filed the Series B Certificate of Designation with the Secretary of the State of Delaware to designate the preferences, rights and limitations of the Series B Preferred Stock. Pursuant to the Series B Certificate of Designation, the Company designated 8,000 shares of the Company’s previously undesignated preferred shares as Series B Preferred Stock. Series A Preferred Stock As of June 30, 2019, the Company had 1,467,858 shares of Series A Preferred Stock outstanding, all of which were converted into shares of common stock pursuant to the Series A Certificate of Designation on July 29, 2019. Conversion: Prior to the automatic conversion of the Series A Preferred Stock on July 29, 2019, each share of Series A Preferred Stock is convertible at the option of the holder into such number of shares of the Company’s common stock equal to the number of shares of Series A Preferred Stock to be converted, multiplied by the stated value of $5.00 per share (the “Stated Value”), divided by the Conversion Price in effect at the time of the conversion (the initial conversion price is $0.50, subject to adjustment in the event of stock splits, stock dividends, and a “fundamental transaction” as defined below). Based on the current conversion price and number of shares outstanding, the Series A Preferred Stock is convertible into 14,678,580 shares of common stock. A “fundamental transaction” means: (i) a merger or consolidation of the Company 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 share of Series A Preferred Stock 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 Stock; 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, (ii) July 29, 2019, (iii) the approval of the Company’s MAT2203 product candidate by the FDA or the EMA (the “Regulatory Approval”) or (iv) the Regulatory Approval of the Company’s MAT2501 product candidate. Beneficial Conversion Feature – Series A Preferred Stock (deemed dividend): Prior to the automatic conversion of the Series A Preferred Stock on July 29, 2019, 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. 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 Stock at issuance was less than the fair value of the common stock which the preferred shares are convertible into. A beneficial conversion feature based on the intrinsic value of the date of issuances for the Series A Preferred Stock was approximately $4.4 million. Liquidity Value and Dividends: Pursuant to the Certificate of Designation, the Series A Preferred Stock accrue dividends at a rate of 8.0% once per year on the first three anniversaries of July 29, 2016, payable to the holders of such Series A Preferred Stock in shares of common stock upon conversion. Dividends of approximately $1.2 million, representing 2,348,572 shares of common stock, have been accrued as paid-in-kind through June 30, 2019, with $0.6 million accrued in each of 2018 and 2017. The holders of Series A Preferred Stock vote on an as converted basis with the Company’s common stockholders. Upon any dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, holders of Series A Preferred Stock are entitled to (i) first receive distributions out of Company 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 holders. Royalty: The Series A Preferred Stock includes the right, as a group, to receive: (i) a royalty of 4.5% of the net sales of the Company’s MAT2203 and MAT2501 product candidates, in each case from and after the date, respectively, such product candidate has received FDA or EMA approval, and (ii) a royalty of 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”). 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 Stock. The royalty rights that are part of the Series A Preferred Stock vest in equal thirds, on July 29, 2017, July 29, 2018, and July 29, 2019 (each a “Vesting Date”); provided however, if the Series A Preferred Stock automatically converts into common stock prior to the 36 month anniversary of the initial closing, then the Royalty Payment Rights that are part of the outstanding Series A Preferred Stock shall be deemed to be fully vested as of the date of conversion. Even if the Series A Preferred Stock is purchased after the initial closing, the vesting periods for the Royalty Payment Rights shall still be based on the Vesting Dates. During the first 36 months following the initial closing, the Royalty Payment Rights will follow the Series A Preferred Stock; 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. These rights were 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 Royalty Payment Rights in future periods. As of June 30, 2019, no accrual has been recorded for royalty payments as it is not probable at this time that any amount will be paid. Series B Preferred Stock On June 19, 2018, the Company entered into a placement agency agreement with ThinkEquity, a Division of Fordham Financial Management, Inc., as placement agent, relating to the offering, issuance and sale of up to 8,000 shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share with a stated value of $1,000 per share which are convertible into an aggregate of up to 16,000,000 shares of the Company’s common stock at an initial conversion price of $0.50 per share. The offering also included up to an additional 7,200,000 shares of common stock issuable upon payment of dividends under the Series B Preferred Stock. The offering closed on June 21, 2018 raising a gross amount of $8 million with net proceeds of $7.1 million after deducting issuance costs. The placement agent received 7% commission on the gross proceeds, 1% of the gross proceeds to cover non-accountable expenses and 240,000 warrants fair valued at approximately $89,000 treated as a reduction to gross proceeds, that are exercisable over a 5-year period at an exercise price of $0.75 per share. As of June 30, 2019, there were 4,630 shares of Series B Preferred Stock outstanding. Conversion: Optional Conversion Automatic Conversion Beneficial Conversion Feature. Beneficial Ownership Limitation Liquidity Value and Dividends: Dividends In the event a fundamental transaction is consummated prior to the automatic conversion of the Series B Preferred Stock, the dividends will be accelerated and paid to the extent not previously paid. In addition, holders of Series B Preferred Stock will be entitled to receive dividends equal, on an as-if-converted to shares of common stock basis, and in the same form as dividends actually paid on shares of the common stock when, as, and if such dividends are paid on shares of the common stock. Notwithstanding the foregoing, to the extent that a holder’s right to participate in any dividend in shares of common stock to which such holder is entitled would result in such holder exceeding the Beneficial Ownership Limitation, then such holder shall not be entitled to participate in any such dividend to such extent and the portion of such shares that would cause such holder to exceed the Beneficial Ownership Limitation shall be held in abeyance for the benefit of such holder until such time, if ever, as such holder’s beneficial ownership thereof would not result in such holder exceeding the Beneficial Ownership Limitation. Pursuant to its Certificate of Designation, the liquidation value of a share of Series B Preferred Stock is equal to the stated value of $1,000 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 Warrants The Company has issued two types of warrants: (i) investor warrants and (ii) placement agent warrants. All warrants are 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. No fractional shares will be issued upon the exercise of the warrants. The exercise price and the number of shares purchasable upon the exercise of the investor warrants are subject to adjustment upon the occurrence of certain events, which include stock dividends, stock splits, combinations and reclassifications of the Company’s capital stock or other similar changes to the equity structure of the Company. For 20 million investor warrants issued in 2015, the Company may call the warrants at any time the common stock trades above $3.00 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. They may be exercised on a cashless basis at the Company’s option. The investor warrants and placement agent warrants are classified as equity instruments. As of June 30, 2019, the Company had outstanding warrants to purchase an aggregate of 5,799,429 shares of common stock at exercise prices ranging from $0.50 to $0.75 per share. A summary of warrants outstanding as of June 30, 2019 is presented below, all of which are fully vested: Shares Outstanding at December 31, 2017 5,958 ** Issued 240 Exercised - Tendered - Expired (399 ) Outstanding at December 31, 2018 5,799 * Issued - Exercised - Tendered - Expired - Outstanding at June 30, 2019 5,799 * * Weighted average exercise price for outstanding warrants is $0.61. ** Weighted average exercise price for outstanding warrants is $0.70. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Note 10 – Stock-based Compensation The Company’s Amended and Restated 2013 Equity Compensation Plan (the “Plan”) provides for the granting of incentive stock options, nonqualified stock options, restricted stock units, performance units, and stock purchase rights. Options under the Plan may be granted at prices not less than 100% of the fair value of the shares on the date of grant as determined by the Compensation Committee of the Board of Directors. The Compensation Committee determines the period over which the options become exercisable subject to certain restrictions as defined in the Plan, with the current outstanding options generally vesting over three or four years. The term of the options is no longer than ten years. As of June 30, 2019, the Company had 22,421,644 shares of common stock authorized for issuance under the Plan. With the approval of the Board of Directors and a majority of shareholders, effective May 8, 2014, the Plan was amended and restated. The amendment provides for an automatic increase in the number of shares of common stock available for issuance under the Plan each January (with Board approval), commencing January 1, 2015 in an amount up to four percent (4%) of the total number of shares of common stock outstanding on the preceding December 31st. The Company recognized stock-based compensation expense (options and restricted share grants) in its condensed consolidated statements of operations as follows ($ in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Research and Development $ 350 $ 113 $ 649 $ 686 General and Administrative 472 437 977 1,612 Total $ 822 $ 550 $ 1,626 $ 2,298 The following table contains information about the Company’s stock plan at June 30, 2019: Awards Reserved for Issuance Awards Issued Awards 2013 Equity Compensation Plan (in thousands) 22,422 * 18,806 ** 3,616 * Increased by 4,532 thousand on January 1, 2019, representing 4% of the total number of shares of common stock outstanding on December 31, 2018. ** 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, 2018 to June 30, 2019 (options in thousands): Number of Options Weighted Average Exercise Price Weighted Average Contractual Term in Years Outstanding at December 31, 2018 13,457 $ 1.13 6.2 Granted 3,295 $ 1.05 Exercised Forfeited (71 ) $ 1.31 Cancelled Expired (56 ) $ 2.32 Outstanding at June 30, 2019 16,625 $ 1.11 6.5 As of June 30, 2019, the number of vested shares underlying outstanding options was 10,869,582 at a weighted average exercise price of $1.16. The aggregate intrinsic value of in-the-money options outstanding as of June 30, 2019 was $1.5 million. As of June 30, 2019, there was approximately $4.3 million of total unrecognized share-based compensation. Such costs are expected to be recognized over a weighted average period of approximately 2.8 years. All outstanding options expire ten years from date of grant. Options granted to employees prior to 2018 vest in equal monthly installments over three years. Beginning in 2018, options granted to employees vest over four years, with 25% of the shares vesting on the first annual anniversary of grant and the remaining shares vesting in 36 equal monthly installments over the following 3 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. During the six months ended June 30, 2019 and 2018, the Company granted restricted stock awards for 122,194 and 437,789 shares of common stock, respectively. These awards are typically granted to members of the Board of Directors as payment in lieu of cash fees or as payment to a vendor pursuant to a consulting agreement. The Company values restricted stock awards at the fair market value on the date of grant. The Company recorded the value of these restricted awards as general and administrative expense of approximately $175 thousand and $342 thousand in the condensed consolidated statement of operations for the six months ended June 30, 2019 and 2018, respectively. The Company recognizes compensation expense for stock option awards and restricted stock 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 awards granted subject to a vendor’s consulting agreement, whereby the award vesting period and the service period defined pursuant to the terms of the consulting agreement may be different. Beginning January 1, 2019, stock options issued to consultants are recorded at fair value on the date of grant and the award is recognized as an expense on a straight-line basis over the requisite service period. The following weighted-average assumptions were used to calculate share-based compensation for the comparative periods presented: For the Three Months Ended For the Six Months Ended June 30, June 30, 2019 2018 2019 2018 Volatility 108.78 % 105.85-108.46 % 108.78-111.34 % 105.85-108.46 % Risk-free interest rate 1.90 % 2.77-2.89 % 1.90-2.65 % 2.29-2.89 % 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. Accordingly, the Company has elected to use the “simplified method” described in Staff Accounting Bulletin (SAB) 107 to estimate the expected term of its stock-based awards. The expected stock price volatility assumption is based the Company’s historical stock price volatility. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 - Subsequent Events On July 29, 2019, the Company effected a mandatory conversion of all then outstanding shares of Series A Preferred Stock in accordance with terms of the underlying Certificate of Designation. The conversion resulted in the issuance of 14,678,580 shares of the Company’s common stock. In addition, the Company issued 3,522,860 shares of common stock as payment-in-kind for dividends that were accrued to shareholders of Series A Preferred Stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of Holdings and its wholly owned subsidiaries, BioPharma, and Nanotechnologies. The accompanying unaudited condensed consolidated financial statements have been prepared 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. |
Use of Estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the assessment of the impairment of goodwill and intangible assets, level 3 fair value measurement of financial instruments, the determination of stock-based compensation, contingent consideration and assets and liabilities acquired in a business combination. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all highly liquid financial instruments with original maturities of three months or less to be cash and cash equivalents. Cash and cash equivalents include cash on hand, bank demand deposits and overnight sweep accounts used in the Company’s cash management program. Restricted Cash The Company presents restricted cash with cash and cash equivalents in the Consolidated Statements of Cash Flows. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets to the total of the amounts in the Consolidated Statements of Cash Flows as of June 30, 2019, December 31, 2018, June 30, 2018 and December 31, 2017: ($ in thousands) June 30, December 31, June 30, December 31, Cash and cash equivalents $ 36,831 $ 12,447 $ 8,903 $ 7,307 Restricted cash included in current/long term assets 586 561 636 691 Cash, cash equivalents and restricted cash in the statement of cash flows $ 37,417 $ 13,008 $ 9,539 $ 7,998 |
Concentration of Credit Risk | Concentration of credit risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. Balances are maintained at U.S. financial institutions and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to regulatory limits. The Company has not experienced any credit losses associated with its balances in such accounts. |
Leasehold Improvements and Equipment | Leasehold improvements and equipment Equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation on equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to ten years. Capitalized costs associated with leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful life of the asset or the remaining term of the lease. |
Goodwill and Other Intangible Assets | Goodwill and other intangible assets Goodwill is recorded when consideration paid for an acquired entity exceeds the fair value of the net assets acquired. Goodwill is not amortized but rather is assessed for impairment at least annually on a reporting unit basis, or more frequently when events and circumstances indicate the goodwill may be impaired. U.S. GAAP provides that 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 perform further analysis to identify and measure the amount of goodwill impairment loss to be recognized, if any. 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. During the three months ended June 30, 2019, the Company assessed goodwill impairment by performing a qualitative test for its reporting unit. As part of the qualitative review, the Company considered its cash position and its ability to obtain additional financing in the near term to meet its operational and strategic goals and substantiate the value of its business. Based on the results of the Company’s assessment, it was determined that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amount. There were no impairments of goodwill during the six months ended June 30, 2019 and 2018. Indefinite lived intangible assets are composed of in-process research and development (“IPR&D”) and represent projects acquired in a business combination that have not reached technological feasibility or that lack regulatory approval at the time of acquisition. These IPR&D assets are reviewed for impairment annually, or sooner if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, and upon establishment of technological feasibility or regulatory approval. An impairment loss, if any, is calculated by comparing the fair value of the asset to its carrying value. If the asset’s carrying value exceeds its fair value, an impairment loss is recorded for the difference and its carrying value is reduced accordingly. Similar to the impairment test for goodwill, the Company may perform a qualitative approach for testing indefinite-lived intangible assets for impairment. The Company used the qualitative approach and concluded that it was more-likely-than-not that its indefinite-lived assets were not impaired during the six months ended June 30, 2019 and 2018. |
Leases | Leases In February 2016, the Financial Accounting Standards Board (the “FASB”) established ASC Topic 842, “Leases”, by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessees to now recognize operating leases on the balance sheet and disclose key information about leasing arrangements. ASC Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements The Company adopted the new standard on January 1, 2019 using the modified retrospective transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company adopted the following practical expedients and accounting policies elections related to this standard: ● Short-term lease accounting policy election allowing lessees to not recognize ROU assets and liabilities for leases with a term of 12 months or less; ● The option to not separate lease and non-lease components in the Company’s lease contracts; and ● The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing the capitalization of initial direct costs for any existing leases. Adoption of this standard resulted in the recognition of operating lease right-of-use assets and corresponding lease liabilities of $4.2 million and $4.5 million, respectively, on the consolidated balance sheet as of January 1, 2019. In addition, the Company reclassified $0.2 million from leasehold improvements & equipment to finance lease right-of-use assets in connection with the adoption of ASC Topic 842. The Company’s accounting for finance leases remained substantially unchanged. Disclosures related to the amount, timing and uncertainty of cash flows arising from leases are included in Note 6, Leases. |
Preferred Stock Dividends | Preferred stock dividends Pursuant to the Certificate of Designation, shares of Series A Preferred Stock earn dividends at a rate of 8.0% once per year on the first, second and third anniversary of the Initial Closing, which was July 29, 2016, payable to the holders of such Series A Preferred Stock in the form of shares of the Company’s common stock upon conversion. In addition, and subject to provisions detailed more fully in Footnote 9, shares of Series B Preferred Stock earn dividends at rates of 10%, 15% and 20% once per year on the first, second and third anniversary, respectively, of the filing of the Certificate of Designation for the Series B Preferred Stock with the Secretary of State of the State of Delaware, which was June 19, 2018. Dividends are payable to holders of the Series B Preferred Stock in the form of shares of the Company’s common stock. Preferred stock dividends do not require declaration by the Board of Directors and are accrued annually as of the date the dividend is earned in an amount equal to the applicable rate of the stated value. |
Business Combination | Business combination The Company accounts for business combinations using the acquisition method of accounting which requires the recognition of tangible and identifiable intangible assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. The Company allocates any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. Transaction costs are expensed as incurred and reported in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. |
Beneficial Conversion Feature of Convertible Preferred Stock | Beneficial conversion feature of convertible preferred stock The Company accounts for the beneficial conversion feature on its convertible preferred stock in accordance with Accounting Standards Codification (“ASC”) 470-20, Debt with Conversion and Other Options To determine the effective conversion price, the Company first allocates the proceeds received to the convertible preferred stock and then uses 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 is 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 BCF is 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 is 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 the period specified in the guidance. |
Sale of net operating losses (NOLs) | Sale of net operating losses (NOLs) The Company recognized approximately $1.0 million and $0 for the three and six months ended June 30, 2019 and 2018, respectively, in connection with the sale of state net operating losses and state research and development credits to a third party under the New Jersey Technology Business Tax Certificate Program. |
Income Taxes | Income taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable tax rates. 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. Tax benefits are recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by a tax authority and based upon the technical merits of the tax position. The tax benefit recognized in the consolidated financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. An unrecognized tax benefit, or a portion thereof, is presented in the consolidated financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The Company classifies interest and penalties related to uncertain income tax positions in income tax expense in the consolidated statement of operations. The Company did not recognize any income tax related interest or penalties during the six months ended June 30, 2019 and 2018, nor has the company recognized any liabilities for uncertain tax positions in its consolidated financial statements. The Company is subject to examination by the Internal Revenue Service of its federal income tax returns and by state tax authorities for state jurisdictions. Since the Company incurred net operating losses in every tax year since inception, all income tax returns are subject to examination and adjustments for at least three years following the year in which the tax attributes generated in those years are utilized. |
Fair Value Measurements | Fair value measurements The Company uses the fair value hierarchy to measure the value of its financial instruments. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: ● Level 1 - Quoted prices for identical assets or liabilities in active markets. ● Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or model-derived valuations whose inputs are observable or whose significant value drivers are observable. ● Level 3 - Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The carrying amounts of cash and cash equivalents, current portion of restricted cash, accounts receivable, prepaid expenses, accounts payable, note payable, current portion of lease liability and accrued expenses approximate fair value due to the short-term nature of these instruments. |
Basic and Diluted Net Loss Per Common Share | Basic and diluted 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, as the Company incurred a net loss during each period presented, the potentially dilutive securities from the assumed exercise of all outstanding stock options and warrants and conversion of preferred stock, would have an anti-dilutive effect. The following table provides the number of shares of common stock 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 six months ended June 30, 2019 and 2018: As of June 30, (in thousands) 2019 2018 Stock options 16,625 12,133 Convertible preferred stock and accrued dividends upon conversion 26,287 30,628 Warrants 5,799 6,198 Total 48,711 48,959 |
Revenue Recognition | Revenue recognition The Company’s revenues consist of a research grant to provide research and development services to the Cystic Fibrosis Foundation (“CFF”). The grant contract has a single performance obligation that is recognized over time as the services are performed. There are no contract assets or liabilities associated with this grant. As this contract is currently the Company’s only contract with a customer, disaggregation of revenue is not required. |
Research and Development, Legal Fees and Other Direct Costs | Research and development, legal fees and other direct costs Research and development costs are charged to expenses as they are incurred. Legal fees and other direct costs incurred in obtaining and protecting patents are also expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. |
Recent Accounting Standards | Recent accounting standards In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”, which amended the existing accounting standards for the statement of cash flows. The amendments provide guidance on eight classification issues related to the statement of cash flows. The amendments should be applied retrospectively to all periods presented. For issues that are impracticable to apply retrospectively, the amendments may be applied prospectively as of the earliest date practicable. The Company adopted the guidance in the first quarter of 2018. The adoption did not have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. The amendment simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Instead an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We are required to apply the amendments for the annual or any interim goodwill impairment tests in fiscal years beginning on January 1, 2020. We have evaluated this standard and believe it will not have a material impact on our consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The Company adopted the guidance on January 1, 2019. The adoption did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. On January 1, 2019, the Company adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets to the total of the amounts in the Consolidated Statements of Cash Flows as of June 30, 2019, December 31, 2018, June 30, 2018 and December 31, 2017: ($ in thousands) June 30, December 31, June 30, December 31, Cash and cash equivalents $ 36,831 $ 12,447 $ 8,903 $ 7,307 Restricted cash included in current/long term assets 586 561 636 691 Cash, cash equivalents and restricted cash in the statement of cash flows $ 37,417 $ 13,008 $ 9,539 $ 7,998 |
Schedule of Antidilutive Securities | The following table provides the number of shares of common stock 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 six months ended June 30, 2019 and 2018: As of June 30, (in thousands) 2019 2018 Stock options 16,625 12,133 Convertible preferred stock and accrued dividends upon conversion 26,287 30,628 Warrants 5,799 6,198 Total 48,711 48,959 |
Leasehold Improvements and Eq_2
Leasehold Improvements and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Leasehold Improvements and Equipment | Leasehold improvements and equipment consist of the following as of June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Lab equipment $ 1,377 $ 1,054 Equipment under capital lease - 272 Leasehold improvements 878 1,156 Total 2,255 2,482 Less: accumulated depreciation and amortization 464 439 Leasehold improvements and equipment, net $ 1,791 $ 2,043 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued Expenses consist of the following as of June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Payroll and incentives $ 209 $ 632 General and administrative expenses 261 190 Research and development expenses 803 233 Other 2 32 Total $ 1,275 $ 1,087 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Maturity of Operating Leases Liabilities | The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of June 30, 2019: Maturity of Operating Lease Liabilities 2019 $ 367 2020 753 2021 684 2022 645 2023 677 Thereafter $ 2,914 Total undiscounted operating lease payments $ 6,040 Less: Imputed interest 1,731 Present value of operating lease liabilities $ 4,309 |
Schedule of Maturity of Finance Leases Liabilities | The following table presents information about the amount and timing of liabilities arising from the Company’s finance leases as of June 30, 2019. Maturity of Finance Lease Liabilities 2019 $ 44 2020 60 2021 34 2022 19 2023 2 Total undiscounted finance lease payments $ 159 Less: Imputed interest 10 Present value of finance lease liabilities $ 149 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Summary of Shareholders Equity Warrants Outstanding | A summary of warrants outstanding as of June 30, 2019 is presented below, all of which are fully vested: Shares Outstanding at December 31, 2017 5,958 ** Issued 240 Exercised - Tendered - Expired (399 ) Outstanding at December 31, 2018 5,799 * Issued - Exercised - Tendered - Expired - Outstanding at June 30, 2019 5,799 * * Weighted average exercise price for outstanding warrants is $0.61. ** Weighted average exercise price for outstanding warrants is $0.70. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Recognized Stock-Based Compensation | The Company recognized stock-based compensation expense (options and restricted share grants) in its condensed consolidated statements of operations as follows ($ in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Research and Development $ 350 $ 113 $ 649 $ 686 General and Administrative 472 437 977 1,612 Total $ 822 $ 550 $ 1,626 $ 2,298 |
Schedule of Equity Compensation Plan by Arrangements | The following table contains information about the Company’s stock plan at June 30, 2019: Awards Reserved for Issuance Awards Issued Awards 2013 Equity Compensation Plan (in thousands) 22,422 * 18,806 ** 3,616 * Increased by 4,532 thousand on January 1, 2019, representing 4% of the total number of shares of common stock outstanding on December 31, 2018. ** 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, 2018 to June 30, 2019 (options in thousands): Number of Options Weighted Average Exercise Price Weighted Average Contractual Term in Years Outstanding at December 31, 2018 13,457 $ 1.13 6.2 Granted 3,295 $ 1.05 Exercised Forfeited (71 ) $ 1.31 Cancelled Expired (56 ) $ 2.32 Outstanding at June 30, 2019 16,625 $ 1.11 6.5 |
Schedule of Share Based Payment Assumptions | The following weighted-average assumptions were used to calculate share-based compensation for the comparative periods presented: For the Three Months Ended For the Six Months Ended June 30, June 30, 2019 2018 2019 2018 Volatility 108.78 % 105.85-108.46 % 108.78-111.34 % 105.85-108.46 % Risk-free interest rate 1.90 % 2.77-2.89 % 1.90-2.65 % 2.29-2.89 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Expected life 6.0 years 6.0 years 6.0 years 6.0 years |
Liquidity and Plan of Operati_2
Liquidity and Plan of Operations (Details Narrative) - USD ($) | Mar. 28, 2019 | Mar. 19, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Accumulated deficit | $ (73,813,195) | $ (73,813,195) | $ (65,944,759) | |||||
Net loss | (3,344,727) | $ (3,411,031) | (7,395,435) | $ (7,521,037) | ||||
Proceeds from public offering of common stock, gross | $ 30,000,000 | |||||||
Proceeds from issuance initial public offering | $ 27,800,000 | 30,103,307 | ||||||
Cash and cash equivalents | 36,830,924 | 8,903,000 | 36,830,924 | 8,903,000 | 12,446,838 | $ 7,307,000 | ||
Restricted cash | $ 586,000 | $ 636,000 | $ 586,000 | $ 636,000 | $ 561,000 | $ 691,000 | ||
Over-Allotment Option [Member] | ||||||||
Proceeds from issuance initial public offering | $ 2,300,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 19, 2018 | Jul. 29, 2016 | Jul. 29, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Goodwill impairments | ||||||||
Operating lease right-of-use assets | $ 3,990,941 | 3,990,941 | ||||||
Operating lease liabilities | 4,309 | 4,309 | ||||||
Finance leases right-of-use assets | 166,977 | 166,977 | ||||||
Tax benefit | 1,000,000 | $ 0 | 1,000,000 | 0 | ||||
Unrecognized income tax related interest or penalties | ||||||||
January 1, 2019 [Member] | ||||||||
Operating lease right-of-use assets | 4,200,000 | 4,200,000 | ||||||
Operating lease liabilities | 4,500,000 | 4,500,000 | ||||||
Finance leases right-of-use assets | $ 200,000 | $ 200,000 | ||||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock dividend earned percentage | 8.00% | 8.00% | ||||||
Series A Preferred Stock [Member] | First Anniversary [Member] | ||||||||
Preferred stock dividend earned percentage | 10.00% | |||||||
Series A Preferred Stock [Member] | Second Anniversary [Member] | ||||||||
Preferred stock dividend earned percentage | 15.00% | |||||||
Series A Preferred Stock [Member] | Third Anniversary [Member] | ||||||||
Preferred stock dividend earned percentage | 20.00% | |||||||
Minimum [Member] | ||||||||
Leasehold improvements and equipment, useful life | 3 years | |||||||
Maximum [Member] | ||||||||
Leasehold improvements and equipment, useful life | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 36,830,924 | $ 12,446,838 | $ 8,903,000 | $ 7,307,000 |
Restricted cash included in current/long term assets | 586,000 | 561,000 | 636,000 | 691,000 |
Cash, cash equivalents and restricted cash in the statement of cash flows | $ 37,417,000 | $ 13,007,838 | $ 9,539,000 | $ 7,998,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive earnings per share, amount | 48,711,000 | 48,959,000 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive earnings per share, amount | 16,625,000 | 12,133,000 |
Convertible Preferred Stock and Accrued Dividends Upon Conversion [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive earnings per share, amount | 26,287,000 | 30,628,000 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive earnings per share, amount | 5,799,000 | 6,198,000 |
Leasehold Improvements and Eq_3
Leasehold Improvements and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 96,936 | $ 100,079 |
Leasehold Improvements and Eq_4
Leasehold Improvements and Equipment - Schedule of Leasehold Improvements and Equipment (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements and equipment, gross | $ 2,255,000 | $ 2,482,000 |
Less: accumulated depreciation and amortization | 464,000 | 439,000 |
Leasehold improvements and equipment, net | 1,791,273 | 2,042,893 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements and equipment, gross | 1,377,000 | 1,054,000 |
Equipment under Capital Lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements and equipment, gross | 272,000 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements and equipment, gross | $ 878,000 | $ 1,156,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Payroll and incentives | $ 209,000 | $ 632,000 |
General and administrative expenses | 261,000 | 190,000 |
Research and development expenses | 803,000 | 233,000 |
Other | 2,000 | 32,000 |
Total | $ 1,274,963 | $ 1,086,868 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Lease term | 10 years | 10 years | ||
Lease option to extend | Some leases include purchase, termination or extension options for one or more years. | |||
Operating lease, weighted average remaining lease term | 7 years 10 months 25 days | 7 years 10 months 25 days | ||
Operating lease, weighted average discount rate, percent | 8.40% | 8.40% | ||
Lease expense | $ 203,000 | $ 186,000 | $ 407,000 | $ 373,000 |
Finance lease, weighted average remaining lease term | 2 years 4 months 24 days | 2 years 4 months 24 days | ||
Finance lease, weighted average discount rate, percent | 7.70% | 7.70% | ||
Finance lease, interest expense | $ 3,000 | 4,000 | $ 7,000 | 6,000 |
Finance lease, amortization expense | $ 36,000 | $ 5,000 | $ 72,789 | |
Minimum [Member] | ||||
Lease renewal term | 1 year | 1 year |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Operating Leases Liabilities (Details) | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 367 |
2020 | 753 |
2021 | 684 |
2022 | 645 |
2023 | 677 |
Thereafter | 2,914 |
Total undiscounted operating lease payments | 6,040 |
Less: Imputed interest | 1,731 |
Present value of operating lease liabilities | $ 4,309 |
Leases - Schedule of Maturity_2
Leases - Schedule of Maturity of Finance Leases Liabilities (Details) | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 44 |
2020 | 60 |
2021 | 34 |
2022 | 19 |
2023 | 2 |
Total undiscounted finance lease payments | 159 |
Less: Imputed interest | 10 |
Present value of finance lease liabilities | $ 149 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Apr. 16, 2019 | Apr. 02, 2019 | Sep. 12, 2016 | Feb. 19, 2016 | Jun. 30, 2019 |
Funds provide for support | $ 157,405 | ||||
Initial term | 3 years | ||||
Revenue recognition, milestone fee on achieving sales threshold | $ 100,000 | ||||
License costs | $ 10,000 | ||||
License agreement, description | The Amended and Restated Exclusive License Agreement provides for, among other things, the payment of (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. | ||||
Maximum [Member] | |||||
License costs | $ 50,000 | ||||
Series A Preferred Stock [Member] | |||||
Royalty payment rights, description | The Company is required to pay to the holders of the Series A Preferred Stock, subject to certain vesting requirements, in the aggregate, a royalty (the "Royalty Payment Rights") equal to (i) 4.5% of Net Sales (as defined in the Series A Certificate of Designation), subject in all cases to a cap of $25 million per calendar year, and (ii) 7.5% of Licensing Proceeds (as defined in the Series A Certificate of Designation), subject in all cases to a cap of $10 million per calendar year. | The Series A Preferred Stock includes the right, as a group, to receive: (i) a royalty of 4.5% of the net sales of the Company's MAT2203 and MAT2501 product candidates, in each case from and after the date, respectively, such product candidate has received FDA or EMA approval, and (ii) a royalty of 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"). | |||
Royalty payment rights expire description | The Royalty Payment Rights will expire when the patents covering the applicable product expire, which is currently expected to be in 2033. | ||||
Series A Preferred Stock [Member] | Maximum [Member] | |||||
Accrued royalties | $ 35,000,000 | ||||
Cooperative Research and Development Agreements [Member] | |||||
Funds provide for support | $ 200,000 | ||||
Initial term | 3 years | 3 years | |||
Other commitment | $ 200,000 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2015 | |
Warrant issued | 240,000 | 240,000 | 20,000,000 | |||
Related party transactions | ||||||
Mr. Adam Stern [Member] | Aegis Capital Corp [Member] | ||||||
Warrant issued | 81,080 | 81,080 | ||||
Related party transactions | ||||||
Mr. Adam Stern [Member] | Aegis Capital Corp [Member] | Series B Preferred Stock [Member] | ||||||
Proceeds from issuance of preferred stock | $ 8,000,000 | |||||
Aggregate number of common stock percentage | 1.50% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Jun. 19, 2019shares | Mar. 28, 2019USD ($)$ / sharesshares | Mar. 19, 2019USD ($)$ / sharesshares | Mar. 19, 2019USD ($)$ / shares | Jun. 21, 2018USD ($)$ / sharesshares | Jun. 21, 2018USD ($)$ / sharesshares | Jun. 19, 2018$ / sharesshares | Sep. 12, 2016 | Jul. 29, 2016$ / shares | Jul. 29, 2016$ / shares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2015shares |
Net proceeds from offering | $ | $ 27,800,000 | $ 30,103,307 | |||||||||||||
Number of warrant to purchase of common stock | 240,000 | 20,000,000 | |||||||||||||
Common stock, shares outstanding | 946,000 | 144,205,850 | 113,287,670 | ||||||||||||
Warrants [Member] | |||||||||||||||
Number of warrant to purchase of common stock | 5,799,429 | ||||||||||||||
Issuance of warrants description | The Company may call the warrants at any time the common stock trades above $3.00 for twenty (20) consecutive days | ||||||||||||||
Placement Agency Agreement [Member] | |||||||||||||||
Gross proceeds of shares issued | $ | $ 8,000,000 | ||||||||||||||
Net proceeds of shares issued | $ | $ 7,100,000 | ||||||||||||||
Percentage of gross proceeds | 7.00% | ||||||||||||||
Percentage of non- accountable expenses | 1.00% | ||||||||||||||
Placement Agency Agreement [Member] | 2018 Placement Agent Warrants [Member] | |||||||||||||||
Number of warrant to purchase of common stock | 240,000 | 240,000 | |||||||||||||
Fair value of warrants | $ | $ 89,000 | ||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.75 | $ 0.75 | |||||||||||||
Warrant term | 5 years | 5 years | |||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Preferred stock shares authorized | 10,000,000 | ||||||||||||||
Preferred stock par value | $ / shares | $ 0.001 | ||||||||||||||
Preferred stock, shares outstanding | 1,467,858 | ||||||||||||||
Preferred stock conversion basis | Series A Preferred Stock to be converted, multiplied by the stated value of $5.00 per share (the "Stated Value"), divided by the Conversion Price in effect at the time of the conversion (the initial conversion price is $0.50, subject to adjustment in the event of stock splits, stock dividends, and a "fundamental transaction" | ||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | $ 0.50 | $ 0.50 | ||||||||||||
Number of preferred stock shares converted | 14,678,580 | ||||||||||||||
Intrinsic value | $ | $ 4,400,000 | ||||||||||||||
Dividend rate | 8.00% | 8.00% | |||||||||||||
Paid in kind dividend | $ | $ 1,200,000 | ||||||||||||||
Dividends in stock | 2,348,572 | ||||||||||||||
Dividend accrued | $ | $ 600 | $ 600 | |||||||||||||
Royalty payment rights, description | The Company is required to pay to the holders of the Series A Preferred Stock, subject to certain vesting requirements, in the aggregate, a royalty (the "Royalty Payment Rights") equal to (i) 4.5% of Net Sales (as defined in the Series A Certificate of Designation), subject in all cases to a cap of $25 million per calendar year, and (ii) 7.5% of Licensing Proceeds (as defined in the Series A Certificate of Designation), subject in all cases to a cap of $10 million per calendar year. | The Series A Preferred Stock includes the right, as a group, to receive: (i) a royalty of 4.5% of the net sales of the Company's MAT2203 and MAT2501 product candidates, in each case from and after the date, respectively, such product candidate has received FDA or EMA approval, and (ii) a royalty of 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"). | |||||||||||||
Series A Preferred Stock [Member] | Designated [Member] | |||||||||||||||
Preferred stock shares authorized | 1,600,000 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Preferred stock, shares outstanding | 4,630 | ||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | ||||||||||||||
Number of preferred stock shares converted | 2,000 | ||||||||||||||
Dividend rate | 10.00% | ||||||||||||||
Number share issued upon conversion | 189 | 25 | |||||||||||||
Stock conversion percentage | 0.501 | ||||||||||||||
Beneficial ownership limitation description | The Beneficial Ownership Limitation, or such holder, together with such holder's affiliates, and any persons acting as a group together with such holder or affiliates, would beneficially own in excess of the Beneficial Ownership Limitation. The "Beneficial Ownership Limitation" is 4.99% of the number of shares of the Company's common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of Series B Preferred Stock held by the applicable holder. A holder may, prior to issuance of the Series B Preferred Stock or, with 61 days prior notice to us, elect to increase or decrease the Beneficial Ownership Limitation; provided, however, that in no event may the Beneficial Ownership Limitation exceed 9.99%. | ||||||||||||||
Liquidity value and dividends, description | (i) a number of shares of common stock equal to 10% of the shares of common stock underlying the Series B Preferred Stock then held by such holder on the 12 month anniversary of the COD Effective Date, (ii) a number of shares of common stock equal to 15% of the shares of common stock underlying the Series B Preferred Stock then held by such holder on the 24-month anniversary of the COD Effective Date and (iii) a number of shares of common stock equal to 20% of the shares of common stock underlying the Series B Preferred Stock then held by such holder on the 36-month anniversary of the COD Effective Date. In the event a purchaser in this offering no longer holds Series B Preferred Stock as of the 12-month anniversary, the 24-month anniversary or the 36-month anniversary, such purchaser will not be entitled to receive any dividends on such anniversary date. Based on an accounting of the holders of record of Series B Preferred Stock on June 19, 2019, the Company paid the 12-month anniversary dividend payment of 10%, totaling 946,000 shares of common stock. | ||||||||||||||
Liquidation value of preferred share value | $ / shares | $ 1,000 | ||||||||||||||
Series B Preferred Stock [Member] | Undesignated [Member] | |||||||||||||||
Preferred stock shares authorized | 8,000 | ||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||
Preferred stock shares authorized | 8,000 | 8,000 | |||||||||||||
Preferred stock par value | $ / shares | $ 1,000 | $ 1,000 | |||||||||||||
Preferred stock, shares outstanding | 4,630 | 4,819 | |||||||||||||
Series B Convertible Preferred Stock [Member] | Placement Agency Agreement [Member] | |||||||||||||||
Preferred stock par value | $ / shares | $ 0.0001 | ||||||||||||||
Number share issued upon conversion | 8,000 | ||||||||||||||
Preferred stock stated value | $ / shares | $ 1,000 | ||||||||||||||
Common Stock [Member] | Placement Agency Agreement [Member] | |||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | ||||||||||||||
Number share issued upon conversion | 16,000,000 | ||||||||||||||
Number of common shares issued | 7,200,000 | ||||||||||||||
Maximum [Member] | Warrants [Member] | |||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.75 | ||||||||||||||
Minimum [Member] | Warrants [Member] | |||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | 0.50 | ||||||||||||||
Holders [Member] | Series B Preferred Stock [Member] | |||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | ||||||||||||||
Number of preferred stock shares converted | 9,260,000 | ||||||||||||||
BTIG, LLC [Member] | |||||||||||||||
Offering sale of public shares | 2,199,259 | 27,272,727 | |||||||||||||
Price per share | $ / shares | $ 1.10 | $ 1.10 | $ 1.10 | ||||||||||||
Gross proceeds from offering | $ | $ 30,500,000 | ||||||||||||||
Net proceeds from offering | $ | $ 2,300,000 | $ 27,800,000 | |||||||||||||
BTIG, LLC [Member] | Underwriters [Member] | Maximum [Member] | |||||||||||||||
Number of options to purchase common stock | 4,090,909 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Shareholders Equity Warrants Outstanding (Details) - Warrants [Member] - shares | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Dec. 31, 2018 | ||||
Stock Holders Equity [Line Items] | |||||
Outstanding, beginning | 5,799,000 | [1] | 5,958,000 | [2] | |
Issued | 240,000 | ||||
Exercised | |||||
Tendered | |||||
Expired | (399,000) | ||||
Outstanding, ending | [1] | 5,799,000 | 5,799,000 | ||
[1] | Weighted average exercise price for outstanding warrants is $0.61. | ||||
[2] | Weighted average exercise price for outstanding warrants is $0.70. |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Shareholders Equity Warrants Outstanding (Details) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||
Weighted average of exercise price for outstanding warrants | $ 0.61 | $ 0.70 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - USD ($) | May 08, 2014 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Share-based payment award increase of shares offering date | January 1, 2015 | |||
Share-based payment award, percentage of outstanding stock maximum | 4.00% | 4.00% | ||
Number of restricted stock awards granted | 122,194 | 437,789 | ||
General and administrative expense | $ 175,000 | $ 342,000 | ||
Stock Options [Member] | ||||
Number of option vested and exercisable | 10,869,582 | |||
Option vested price per share | $ 1.16 | |||
Option intrinsic value | $ 1,500,000 | |||
Unrecognized share-based compensation | $ 4,300,000 | |||
Share-based compensation weighted average period | 2 years 9 months 18 days | |||
Stock options expire term | 10 years | |||
Option vested period | 3 years | |||
Employee [Member] | ||||
Option vested period | 4 years | |||
Stock option shares vesting percentage | 25.00% | |||
Consultants [Member] | ||||
Option vested period | 4 years | |||
2013 Equity Compensation Plan [Member] | ||||
Option granted description | Granted at prices not less than 100% of the fair value | |||
Option vested period, description | Three or four years. | |||
Option term | Current outstanding options generally vesting over three or four years. The term of the options is no longer than ten years. | |||
Number of common stock issued under plan | 22,421,644 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Recognized Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation expense | $ 822,000 | $ 550,000 | $ 1,626,594 | $ 2,297,744 |
Research and Development [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation expense | 350,000 | 113,000 | 649,000 | 686,000 |
General and Administrative [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation expense | $ 472,000 | $ 437,000 | $ 977,000 | $ 1,612,000 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Equity Compensation Plan by Arrangements (Details) - 2013 Equity Compensation Plan [Member] | 6 Months Ended | |
Jun. 30, 2019shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards Reserved for Issuance | 22,421,644 | [1] |
Awards Issued | 18,806,000 | [2] |
Awards Available for Grant | 3,616,000 | |
[1] | Increased by 4,532 thousand on January 1, 2019, representing 4% of the total number of shares of common stock outstanding on December 31, 2018. | |
[2] | Includes both stock grants and option grants |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of Equity Compensation Plan by Arrangements (Details) (Parenthetical) - shares | May 08, 2014 | Dec. 31, 2018 | Jan. 02, 2019 |
Share-based Payment Arrangement [Abstract] | |||
Increased shares of common stock outstanding | 4,532,000 | ||
Percentage for common stock outstanding | 4.00% | 4.00% |
Stock-based Compensation - Sc_4
Stock-based Compensation - Schedule of Stock Option Activity (Details) - Stock Options [Member] | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding at Beginning | shares | 13,457,000 |
Number of Options, Granted | shares | 3,295,000 |
Number of Options, Exercised | shares | |
Number of Options, Forfeited | shares | (71,000) |
Number of Options, Cancelled | shares | |
Number of Options, Expired | shares | (56,000) |
Number of Options, Outstanding at Ending | shares | 16,625,000 |
Weighted average Exercise Price, Outstanding at Beginning | $ / shares | $ 1.13 |
Weighted average Exercise Price, Granted | $ / shares | 1.05 |
Weighted average Exercise Price, Exercised | $ / shares | |
Weighted average Exercise Price, Forfeited | $ / shares | 1.31 |
Weighted average Exercise Price, Cancelled | $ / shares | |
Weighted average Exercise Price, Expired | $ / shares | 2.32 |
Weighted average Exercise Price, Outstanding at Ending | $ / shares | $ 1.11 |
Weighted Average Contractual Term in Years, Beginning | 6 years 2 months 12 days |
Weighted Average Contractual Term in Years, Ending | 6 years 6 months |
Stock-based Compensation - Sc_5
Stock-based Compensation - Schedule of Share Based Payment Assumptions (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement [Abstract] | ||||
Volatility | 108.78% | |||
Volatility, minimum | 105.85% | 108.78% | 105.85% | |
Volatility, maximum | 108.46% | 111.34% | 108.46% | |
Risk-free interest rate | 1.90% | |||
Risk-free interest rate, minimum | 2.77% | 1.90% | 2.29% | |
Risk-free interest rate, maximum | 2.89% | 2.65% | 2.89% | |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected life | 6 years | 6 years | 6 years | 6 years |
Subsequent Events - (Details Na
Subsequent Events - (Details Narrative) - Subsequent Event [Member] | Jul. 29, 2019shares |
Conversion of common stock shares issued | 14,678,580 |
Shareholders of Series A Preferred Stock [Member] | |
Number of common stock shares issued | 3,522,860 |