Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 12, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | HSDT | ||
Entity Registrant Name | HELIUS MEDICAL TECHNOLOGIES, INC. | ||
Entity Central Index Key | 0001610853 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 25,834,180 | ||
Entity Public Float | $ 195,087,924 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 25,583 | $ 5,562 |
Receivables | 275 | 704 |
Inventory | 392 | |
Prepaid expenses | 447 | 352 |
Other current assets | 264 | |
Total current assets | 26,961 | 6,618 |
Property and equipment, net | 554 | 173 |
Other assets | ||
Non-current receivables | 294 | |
Other non-currents assets | 18 | 18 |
Total other assets | 312 | 18 |
TOTAL ASSETS | 27,827 | 6,809 |
Current liabilities | ||
Accounts payable | 2,392 | 3,479 |
Accrued liabilities | 1,812 | 1,242 |
Derivative financial instruments | 13,769 | 9,578 |
Total current liabilities | 17,973 | 14,299 |
TOTAL LIABILITIES | 17,973 | 14,299 |
Commitments and contingencies (Note 7) | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2018; no preferred stock authorized as of December 31, 2017 | ||
Class A common stock, $0.001 par value; 150,000,000 shares authorized; 25,827,860 shares issued and outstanding as of December 31, 2018, Common stock (Unlimited Class A common shares authorized); 20,178,226 shares issued and outstanding as of December 31, 2017 | 26 | 52,230 |
Additional paid-in capital | 105,411 | 6,602 |
Accumulated other comprehensive income (loss) | (591) | 47 |
Accumulated deficit | (94,992) | (66,369) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 9,854 | (7,490) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 27,827 | $ 6,809 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | |
Statement Of Financial Position [Abstract] | ||
Preferred stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 0 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | |
Preferred Stock, Shares Outstanding | 0 | |
Common Stock, Par Value | $ 0.001 | |
Common Stock, Shares Authorized | 150,000,000 | |
Common Stock, Shares Authorized | Unlimited | |
Common Stock, Shares, Issued | 20,178,226 | 25,827,860 |
Common Stock, Shares, Outstanding | 20,178,226 | 25,827,860 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | ||
License revenue | $ 478 | |
Type of Revenue [Extensible List] | us-gaap:LicenseMember | |
Operating expenses: | ||
Research and development | $ 9,939 | $ 14,387 |
General and administrative | 17,214 | 8,466 |
Total operating expenses | 27,153 | 22,853 |
Operating loss | (26,675) | (22,853) |
Other income (expense): | ||
Other income | 63 | |
Change in fair value of derivative financial instruments | (3,577) | (3,443) |
Foreign exchange gain (loss) | 1,566 | (1,728) |
Total other expense | (1,948) | (5,171) |
Net loss | (28,623) | (28,024) |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustments | (638) | 1,775 |
Comprehensive loss | $ (29,261) | $ (26,249) |
Net loss per share | ||
Basic and diluted | $ (1.26) | $ (1.50) |
Weighted average shares outstanding | ||
Basic and diluted | 22,786,192 | 18,632,740 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | April 2018 Public Offering | November 2018 Public Offering | Common Stock $0.001 par value | Common Stock $0.001 par valueNovember 2018 Public Offering | Common Stock | Common StockApril 2018 Public Offering | Additional Paid-In Capital | Additional Paid-In CapitalNovember 2018 Public Offering | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Dec. 31, 2016 | $ (3,444) | $ 30,897 | $ 5,732 | $ (38,345) | $ (1,728) | ||||||
Beginning Balance, Shares at Dec. 31, 2016 | 16,926,120 | ||||||||||
Proceeds from the issuance of common stock and accompanying warrants in public offering | 9,187 | $ 9,187 | |||||||||
Proceeds from the issuance of common stock and accompanying warrants in public offering, Shares | 1,311,000 | ||||||||||
Issuance of common stock and warrants in private placement | 11,691 | $ 11,691 | |||||||||
Issuance of common stock and warrants in private placement, Shares | 1,446,016 | ||||||||||
Fair value of warrants issued in connection with the December 2017 financing classified as derivative financial instruments | (3,017) | $ (3,017) | |||||||||
Share issuance costs | (1,321) | (1,321) | |||||||||
Stock-based compensation expense | 1,719 | 1,719 | |||||||||
Proceeds from the exercise of stock options and warrants | 2,588 | $ 2,588 | |||||||||
Proceeds from the exercise of stock options and warrants, Shares | 492,826 | ||||||||||
Settlement of vested restricted stock units, net of taxes, Shares | 2,264 | ||||||||||
Reclassification of exercised compensation stock options and warrants from additional paid-in capital | $ 849 | (849) | |||||||||
Reclassification of liability classified warrants upon exercise | $ 1,356 | 1,356 | |||||||||
Proceeds from exercise of stock options | 173,500 | ||||||||||
Net loss | $ (28,024) | (28,024) | |||||||||
Foreign currency translation adjustments | 1,775 | 1,775 | |||||||||
Ending Balance at Dec. 31, 2017 | (7,490) | $ 52,230 | 6,602 | (66,369) | 47 | ||||||
Ending Balance, Shares at Dec. 31, 2017 | 20,178,226 | ||||||||||
Proceeds from the issuance of common stock and accompanying warrants in public offering | $ 18,400 | $ 20,126 | $ 3 | $ 18,400 | $ 20,123 | ||||||
Proceeds from the issuance of common stock and accompanying warrants in public offering, Shares | 2,439,394 | 2,463,185 | |||||||||
Fair value of liability-classified warrants issued in connection with April 2018 public offering | (7,372) | $ (7,372) | |||||||||
Share issuance costs | $ (1,273) | (1,867) | $ (1,273) | (1,867) | |||||||
Stock-based compensation expense | 1,047 | $ 849 | 1,047 | $ 849 | |||||||
Proceeds from the exercise of stock options and warrants | 4,637 | $ 4,637 | |||||||||
Proceeds from the exercise of stock options and warrants, Shares | 736,130 | ||||||||||
Settlement of vested restricted stock units, net of taxes | (2) | (2) | |||||||||
Settlement of vested restricted stock units, net of taxes, Shares | 705 | ||||||||||
Reclassification of exercised compensation stock options and warrants from additional paid-in capital | $ 110 | (110) | |||||||||
Reclassification of liability classified warrants upon exercise | 3,748 | 3,748 | |||||||||
Reclassification of April 2016 compensation options and warrants from additional paid-in capital to derivative financial instruments due to change in functional currency | (1,586) | (1,586) | |||||||||
Reclassification of USD denominated warrants from derivative financial instruments to additional paid-in capital due to change in functional currency | 2,478 | 2,478 | |||||||||
Reclassification of equity-classified stock options to stock-based compensation liability due to change in functional currency | (4,182) | (4,182) | |||||||||
Reclassification from stock-based compensation liability to common stock as a result of exercise of stock options | 32 | 32 | |||||||||
Reclassification of non-employee options recorded as derivative financial instruments due to modification of options | 1,206 | 1,206 | |||||||||
Reclassification of stock-based compensation due to modification of options | 10,338 | 10,338 | |||||||||
Reclassification upon change in corporate domicile | $ 23 | $ (70,512) | 70,489 | ||||||||
Reclassification upon change in corporate domicile, shares | 23,378,246 | (23,378,246) | |||||||||
Proceeds from exercise of stock options | $ 26 | 26 | |||||||||
Proceeds from exercise of stock options | 98,500 | 10,220 | |||||||||
Net loss | $ (28,623) | (28,623) | |||||||||
Foreign currency translation adjustments | (638) | (638) | |||||||||
Ending Balance at Dec. 31, 2018 | $ 9,854 | $ 26 | $ 105,411 | $ (94,992) | $ (591) | ||||||
Ending Balance, Shares at Dec. 31, 2018 | 25,827,860 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (28,623) | $ (28,024) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 59 | 17 |
Change in fair value of derivative financial instruments | 3,577 | 3,443 |
Stock-based compensation expense | 8,095 | 1,818 |
Unrealized foreign exchange (gain) loss | (1,711) | 1,585 |
Changes in operating assets and liabilities: | ||
Receivables | 429 | (479) |
Prepaid expenses | (95) | 186 |
Inventory | (392) | 0 |
Other assets | (264) | 0 |
Non-current receivables | (294) | 0 |
Account payable | (1,087) | 1,318 |
Accrued liabilities | 685 | 811 |
Net cash used in operating activities | (19,621) | (19,325) |
Cash flows from investing activities | ||
Purchase of property and equipment | (440) | (190) |
Net cash used in investing activities | (440) | (190) |
Cash flows from financing activities | ||
Proceeds from the issuances of common stock and warrants | 38,526 | 20,878 |
Share issuance costs | (3,161) | (1,248) |
Proceeds from the exercise of stock options and warrants | 4,663 | 2,588 |
Net cash provided by financing activities | 40,028 | 22,218 |
Effect of foreign exchange rate changes on cash | 54 | 190 |
Net increase in cash | 20,021 | 2,893 |
Cash at beginning of year | 5,562 | 2,669 |
Cash at end of year | 25,583 | 5,562 |
Supplemental disclosure of non-cash cash activities | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplemental schedule of non-cash investing and financing activities | ||
Share issuance costs included in accounts payable and accrued liabilities | $ 52 | $ 73 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 1. Helius Medical Technologies, Inc. (the “Company”), is neurotechnology company focused on neurological wellness. The Company’s purpose is to develop, license or acquire non-invasive technologies targeted at reducing symptoms of neurological disease or trauma. The Company’s first product, known as the Portable Neuromodulation Stimulator (“PoNS ™”) On December 21, 2018, the Company’s wholly owned subsidiary NeuroHabilitation Corporation changed its name to Helius Medical, Inc (“HMI”). The Company was incorporated in British Columbia, Canada, on March 13, 2014. On May 28, 2014, the Company completed a continuation via a plan of arrangement whereby the Company moved from being a corporation governed by the British Columbia Corporations Act to a corporation governed by the Wyoming Business Corporations Act. On July 20, 2018, the Company completed its reincorporation from Wyoming to the state of Delaware. The Company is headquartered in Newtown, Pennsylvania. The Company’s wholly owned subsidiaries are comprised of HMI and Helius Medical Technologies (Canada), Inc. (“Helius Canada”). The Company’s Class A common stock, par value $0.001 per share (“common stock”) is listed on the Nasdaq Capital Market (“Nasdaq”) and the Toronto Stock Exchange (the “TSX”). The common stock began trading on the Canadian Securities Exchange on June 23, 2014, under the ticker symbol “HSM” and the trading was subsequently transferred to the TSX on April 18, 2016. On April 11, 2018, the common stock began trading on Nasdaq under the ticker symbol “HSDT” after having traded on the OTCQB in the United States under the ticker symbol “HSDT” since February 10, 2015. Reverse Stock Split Effective after the close of business on January 22, 2018, the Company completed a 1-for-5 reverse stock split of its common stock. All share and per share amounts in this Annual Report have been reflected on a post-split basis. Going Concern Uncertainty As of December 31, 2018, the Company had cash of $25.6 million. For the year ended December 31, 2018, the Company incurred a net loss of $28.6 million and, as of December 31, 2018, its accumulated deficit was $95.0 million. The Company has not generated any revenue from the commercial sale of products or services and has not achieved profitable operations. The Company expects to continue to incur operating losses and net cash outflows until it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. The Company intends to fund ongoing activities by utilizing its current cash on hand and by raising additional capital through equity or debt financings. There can be no assurance that the Company will be successful in raising that additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations and planned capital expenditures. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s reporting currency is the U.S. Dollar (“USD$”). Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosure of contingent assets and liabilities. Significant estimates include the assumptions used in the valuation of the significant financing component associated with revenue, fair value-pricing model for stock-based compensation and derivative financial instruments. Financial statements include estimates, which, by their nature, are uncertain. Actual results could differ from those estimates. Principles of Consolidation The accompanying consolidated financial statements reflect the operations of Helius Medical Technologies, Inc. and its wholly owned subsidiaries. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, the Company applies the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 Consolidation , Concentrations of Credit Risk The Company is subject to credit risk with respect to its cash. Amounts invested in such instruments are limited by credit rating, maturity, industry group, investment type and issuer. The Company is not currently exposed to any significant concentrations of credit risk from these financial instruments. The Company seeks to maintain safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements and a competitive after-tax rate of return. Receivables Receivables are stated at their net realizable value. As of December 31, 2018, receivables consisted primarily of amounts owed related to revenue from the license fee resulting from the strategic alliance agreement executed in 2018 of approximately $0.5 million as well as a refund from a research and development (“R&D”) tax credit of $0.1 million. As of December 31, 2017, receivables included Goods and Services Tax and Quebec Sales Tax refunds related to the Company’s Canadian expenditures. Inventory The Company’s inventory consists of raw materials, primarily related to component parts for the initial launch build of the PoNS device. Inventory is stated at the lower of cost (average cost method) or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made if required. No inventory markdowns to net realizable value were recorded during the year ended December 31, 2018. Property and Equipment Property and equipment are carried at cost, less accumulated depreciation. Depreciation is recognized using the straight-line method over the useful lives of the related asset or the term of the related lease. Expenditures for maintenance and repairs, which do not improve or extend the expected useful life of the assets, are expensed to operations while major repairs are capitalized. The estimated useful life of its leasehold improvements is over the shorter of its lease term or useful life of 5 years, the estimated useful life of furniture and fixtures is 7 years; equipment has an estimated useful life of 15 years and computer software and hardware has an estimated useful life of 3 to 5 years. The following tables summarizes the Company’s property and equipment as of December 31, 2018 and 2017 (amounts in thousands): As of December 31, 2018 2017 Leasehold improvement $ 182 $ 173 Furniture and fixtures 185 — Equipment 219 — Computer hardware and software 44 17 Property and equipment 630 190 Less accumulated depreciation (76 ) (17 ) Property and equipment, net $ 554 $ 173 Foreign Currency Prior to April 1, 2018, the Company's functional currency was the Canadian dollar (“CAD$”). Translation gains and losses from the application of the USD$ as the reporting currency during the period that the Canadian dollar was the functional currency were included as part of cumulative currency translation adjustment, which is reported as a component of stockholders' equity (deficit) as accumulated other comprehensive income (loss). The Company re-assessed its functional currency and determined that, as of April 1, 2018, its functional currency had changed from the CAD$ to the USD$ based on management's analysis of changes in the primary economic environment in which the Company operates. The change in functional currency was accounted for prospectively from April 1, 2018 and financial statements prior to and including the period ended March 31, 2018 were not restated for the change in functional currency. For periods commencing April 1, 2018, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Opening balances related to non-monetary assets and liabilities are based on prior period translated amounts, and non-monetary assets acquired, and non-monetary liabilities incurred after April 1, 2018 are translated at the approximate exchange rate prevailing at the date of the transaction. Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transaction. Foreign exchange gains and losses are included in the consolidated statement of operations and comprehensive loss as foreign exchange gain (loss). The functional currency of Helius Canada, the Company’s Canadian subsidiary is the CAD$ and the functional currency of HMI is the USD$. Transactions in foreign currencies are recorded into the functional currency of the relevant subsidiary at the exchange rate in effect at the date of the transaction. Any monetary assets and liabilities arising from these transactions are translated into the functional currency at exchange rates in effect at the balance sheet date or on settlement. Revenues, expenses and cash flows are translated at the weighted-average rates of exchanges for the reporting period. The resulting currency translation adjustments are not included in the Company’s consolidated statements of operations and comprehensive loss for the reporting period, but rather are accumulated and gains and losses are recorded in foreign exchange gain (loss), as a component of comprehensive loss, within the consolidated statements of operations and comprehensive loss. Stock-Based Compensation The Company accounts for all stock-based payments and awards under the fair value-based method. The Company recognizes its stock-based compensation expense using the straight-line method. The Company accounts for the granting of stock options to employees and non-employees using the fair value method whereby all awards are measured at fair value on the date of the grant. The fair value of all employee stock options is expensed over the requisite service period with a corresponding increase to additional paid-in capital. Upon exercise of stock options, the consideration paid by the option holder is recorded in additional paid-in capital, while the par value of the shares received is reclassified from additional paid in capital to common stock. Stock options granted to employees are accounted for as liabilities when they contain conditions or other features that are indexed to other than a market, performance or service conditions. Prior to the adoption of ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) The Company uses the Black-Scholes option-pricing model to calculate the fair value of stock options. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. Changes in these assumptions can materially affect the fair value estimate. Awards of options that provide for an exercise price that is not denominated in: (a) the currency of a market in which a substantial portion of the Company's equity securities trades in, (b) the currency in which the employee's pay is denominated, or (c) the Company's functional currency, are required to be classified as liabilities. The change in the Company’s functional currency, effective April 1, 2018 resulted in the reclassification of outstanding stock options that were previously denominated in CAD$ from equity- to liability-classified options (see Note 4). Liability classified options are re-measured to their fair values at the end of each reporting date with changes in the fair value recognized in stock-based compensation expense or additional paid-in capital until settlement or cancellation. Under FASB’s ASC 718– Compensation – Stock Compensation, when an award is reclassified from equity to liability, if at the reclassification date the original vesting conditions are expected to be satisfied, then the minimum amount of compensation cost to be recognized is based on the grant date fair value of the original award. Fair value changes below this minimum amount are recorded in additional paid-in capital. In June 2018, the Company’s Board of Directors approved subject to the consent of the holders of such options the modification of outstanding stock options with exercise prices denominated in CAD$ to convert the exercise prices of such options to USD$ based on the prevailing USD$/CAD$ exchange rates on the dates of the grants for such modified stock options. During the third quarter of 2018, employee and non-employee option holders owning stock options representing an aggregate of 2,741,146 shares of common stock consented to the modification. Employee stock options with a fair value of $10.3 million on August 8, 2018, which were previously classified as stock-based compensation liability, were reclassified to equity during the third quarter of 2018. Following these reclassifications, the Company no longer has any liability-classified stock options as of December 31, 2018 (see Note 4). Revenue Recognition In accordance with FASB’s ASC 606, Revenue from Contracts with Customers (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to contracts when it determines that it is probable it will collect substantially all of the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price, after consideration of variability and constraints, if any, that is allocated to the respective performance obligation when the performance obligation is satisfied. Prior to the fourth quarter of 2018, the Company had not generated revenue. During the fourth quarter of 2018, as part of its exclusive strategic alliance agreement, the Company transferred a license to Heuro in order for them to develop the clinic systems to facilitate the commercialization of the PoNS Treatment in Canada. The license is a functional license as it has stand-alone functionality. As such, the Company recognized revenue once when control transferred, which occurred in the fourth quarter of 2018 when regulatory approval of the PoNS device in Canada was obtained and the commercialization of the product, as defined within the agreement, began. The agreement provides for HTC to pay the Company CAD$750,000 in three annual payments of CAD$250,000 beginning December 31, 2019 . During the fourth quarter of 2018, the Company recognized revenues of $0.5 million in license fees when it satisfied its performance obligation. As of December 31, 2018, the Company has recorded $0.2 million and $0.3 million in current and non-current receivables, respectively, and had no contract assets or liabilities on its consolidated balance sheets related to this contract. Upon adoption of ASC 606 on January 1, 2018, the Company had no contracts that were evaluated under ASC 606. Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company has adopted the provisions of ASC 740 Income Taxes Research and Development Expenses R&D expenses consist primarily of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by contract research organizations, development and manufacturing of clinical trial devices and devices for manufacturing testing, materials and supplies as well as regulatory costs. R&D costs are charged to operations when they are incurred. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company operates and manages its business within one operating and reportable segment. Accordingly, the Company reports the accompanying consolidated financial statements in the aggregate in one reportable segment. Derivative Financial Instruments The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815, Derivatives and Hedging The classification of derivative financial instruments, including whether such instruments should be recorded as liabilities/assets or as equity, is reassessed at the end of each reporting period. Derivative financial instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative financial instruments will be classified in the consolidated balance sheet as current if the right to exercise or settle the derivative financial instrument lies with the holder. Fair Value Measurements The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company’s financial instruments recorded in its consolidated balance sheets consist primarily of cash, receivables, accounts payable, accrued liabilities, and derivative financial instruments. The book values of these instruments, with the exception of derivative financial instruments and non-current receivables, approximate their fair values due to the immediate or short-term nature of these instruments. The Company’s derivative financial instruments and non-current receivables are classified as Level 3 within the fair value hierarchy and required to be recorded at fair value on a recurring basis. Unobservable inputs used in the valuation of these financial instruments include volatility of the underlying share price and the expected term. See Note 3 for the inputs used in the Black-Scholes option-pricing model as of December 31, 2018 and 2017 and the roll forward of the derivative financial instruments related to the Company’s warrants. As of December 31, 2018, the Company had no non-employee stock options classified as derivative financial instruments outstanding. Fair Value Level 1 Level 2 Level 3 December 31, 2018 Assets: Non-current receivable $ 294 $ — $ — $ 294 Liabilities: Warrants $ 13,769 $ — $ — $ 13,769 December 31, 2017 Liabilities: Non-employee stock options $ 2,637 $ — $ — $ 2,637 Warrants 6,941 — — 6,941 Total liabilities $ 9,578 $ - $ - $ 9,578 There were no transfers between any of the levels during the years ended December 31, 2018 and 2017. Basic and Diluted Income (Loss) per Share Earnings or loss per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) by the weighted average of all potentially dilutive shares of common stock that were outstanding during the periods presented. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money stock options and share purchase warrants, would be used to purchase common shares at the average market price for the period, unless including the effects of these potentially dilutive securities would be anti-dilutive. The basic and diluted loss per share for the periods noted below is as follows (amounts in thousands, except for share and per share amounts): For the Year Ended December 31, 2018 2017 Basic and Diluted Numerator Net loss $ (28,623 ) $ (28,024 ) Denominator Weighted-average common shares outstanding - basic and diluted 22,786,192 18,632,740 Basic and diluted net loss per share $ (1.26 ) $ (1.50 ) The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company’s losses coupled with the exercise price of certain of these outstanding securities being greater than the average closing price of the Company’s common stock. For the Year Ended December 31, 2018 2017 Options outstanding 3,308,049 2,448,646 RSUs 964 1,928 Warrants outstanding 4,004,304 2,379,919 Total 7,313,317 4,830,493 Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Leases: Targeted Improvements The Company adopted the standard on January 1, 2019, using the modified retrospective method on the effective date and accordingly will not restate comparative periods. The new standard will not have an impact on the Company’s consolidated statements of operations and comprehensive loss but it will result in an approximate $0.7 million lease liability and right of use asset recognized on its consolidated balance sheets upon adoption. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement This ASU is effective for interim and annual reporting periods beginning after |
Common Stock and Warrants
Common Stock and Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Common Stock and Warrants | 3. COMMON STOCK AND WARRANTS On June 28, 2018, at the Company’s 2018 Annual Meeting of Shareholders, the Company’s shareholders approved the Company’s reincorporation from the state of Wyoming to the state of Delaware. On July 20, 2018, the Company completed its reincorporation from Wyoming to the state of Delaware. As a result, following the Company’s reincorporation, the Company’s authorized capital stock pursuant to its Delaware charter consists of 150,000,000 authorized shares of common stock, at a par value per share of $0.001 and 10,000,000 authorized shares of preferred stock at a par value per share of $0.001. Holders of common stock are entitled to vote at any meeting of the Company’s stockholders on the basis of one vote per share of common stock owned as of the record date of such meeting. Each share of common stock entitles the holder to receive dividends, if any, as declared by the directors. No dividends have been declared since inception of the Company through December 31, 2018. In the event of a liquidation, dissolution or winding-up of the Company, other distribution of assets of the Company among its stockholders for the purposes of winding-up its affairs or upon a reduction of capital, the stockholders shall, share equally, share for share, in the remaining assets and property of the Company. On April 18, 2016, the Company closed its short form prospectus offering in Canada and a concurrent U.S. private placement (the “April 2016 Offering”) of units (the “Units”) with gross proceeds to the Company of $7.2 million through the issuance of Units at a price of CAD$5.00 per Unit. Each Unit consists of one share of common stock in the capital of the Company (a “Common Share’) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each warrant entitles the holder thereof to acquire one additional Common Share at an exercise price of CAD$7.50 on or before April 18, 2019. Mackie Research Capital Corporation (the “Agent”) acted as agent and sole bookrunner in connection with the April 2016 Offering. The Company paid the Agent a cash commission of $0.3 million and has granted to the Agent compensation options exercisable to purchase 87,210 Units at an exercise price of CAD$5.00 per Unit for a period of 24 months from the closing of the April 2016 Offering. The Company incurred other cash issuance costs of $1.1 million related to this offering. As of December 31, 2018, all remaining outstanding compensation options had been cancelled due to their expiration. On May 2, 2016, the Company closed the sale of the additional units issued pursuant to the exercise of the over-allotment option granted to the Agent in connection with the April 2016 Offering. The April 2016 Offering was made pursuant to a short form prospectus filed with the securities regulatory authorities in each of the provinces of Canada, except Québec. Pursuant to the exercise of the over-allotment option, the Company issued an additional 218,025 units at a price of CAD$5.00 per unit for additional gross proceeds to the Company of $0.9 million, bringing the total aggregate gross proceeds to the Company under the Offering to $8.1 million. Each over-allotment unit consisted of one share of common stock in the capital of the Company and one-half of one Common Share purchase warrant. Each over-allotment warrant entitles the holder thereof to acquire one additional over-allotment Common Share at an exercise price of CAD$7.50 on or before April 18, 2019. In connection with the closing of the over-allotment option, the Company paid the Agent a cash commission of $0.1 million and granted to the Agent compensation options exercisable to purchase 13,081 over-allotment units at an exercise price of CAD$5.00 per unit for a period of 24 months from the over-allotment closing. As of December 31, 2018, all remaining outstanding compensation options had been cancelled due to their expiration. For the year ended December 31, 2018, the Company recorded a $0.1 million gain in change in fair value of derivative financial instruments due to the expiration of both the April 18, 2016 and May 2, 2016 compensations options. The proceeds from the April 2016 Offering were allocated on a relative fair value basis between the common stock and the warrants issued. The warrants issued in connection with the April 2016 Offering were classified within equity in the Company’s consolidated balance sheets. These warrants were recorded in additional paid-in capital in the Company’s consolidated balance sheets at their fair value. As discussed in Note 1, due to the change in the Company’s functional currency, as of April 1, 2018, these warrants were reclassified to liabilities as derivative financial instruments on the Company’s consolidated balance sheet as they are now priced in a currency other than the Company’s functional currency. This resulted in the Company recording a $4.7 million increase in derivative financial instruments and a $1.4 million reduction in additional paid-in capital on its consolidated balance sheet and a $3.3 million loss related to the change in fair value of derivative financial instruments on its consolidated statement of operations and comprehensive loss. December 31, 2018 April 1, 2018 Grant Date Stock price CAD$12.80 CAD$12.87 CAD$5.45 Exercise price CAD$7.50 CAD$7.50 CAD$7.50 Warrant term 0.30 years 1.05 years 3.0 years Expected volatility 83.56 % 71.13 % 83.83 % Risk-free interest rate 1.64 % 1.60 % 0.60 % Dividend rate 0.00 % 0.00 % 0.00 % On February 16, 2017, the Company completed an underwritten registered public offering and issued an aggregate of 1,311,000 shares of common stock for gross proceeds of $9.2 million. The Company incurred cash issuance costs of $1.2 million in connection with this offering. In June 2017, the Company completed a non-brokered private placement of 800,000 shares of common stock for gross proceeds of $5.4 million. The Company incurred approximately $9 thousand in share issuance cost related to the private placement. In December 2017, the Company completed a three-tranche non-brokered private placement (the “December 2017 financing”) for an aggregate of 646,016 units for gross proceeds of approximately $6.3 million. Each unit consisted of one share of common stock and one share purchase warrant, and was sold at a price of $9.80 per unit. Each warrant entitles the holder to acquire one additional share of common stock and is exercisable over a period of 36 months following the respective closing of the December 2017 financing at an exercise price of $12.25 per warrant share. The first tranche, which closed on December 22, 2017, was for 270,915 units for which the Company received gross proceeds of approximately $2.6 million. The second tranche, which closed on December 28, 2017, was for 171,020 units for which the Company received approximately $1.7 million, while the third tranche, which closed on December 29, 2017, was for 204,081 units for which the Company received $2.0 million. The Company paid $0.1 million in share issuance costs related to the December 2017 financing. As a result of the change in the Company’s functional currency, these warrants have been reclassified from liabilities as derivative financial instruments to additional paid-in capital in the Company’s consolidated balance sheet. As of April 1, 2018, $2.5 million, was reclassified from derivative financial instruments to additional paid-in capital, representing the fair value of warrants having USD$ exercise prices. There was no impact to the Company’s consolidated statement of operations and comprehensive loss as a result of this reclassification as the fair value of these warrants on April 1, 2018, was the same as of March 31, 2018, the most recent date that the fair value of these warrants was re-measured. The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the December 2017 financing using the Black-Scholes option pricing model as of the grant dates and on April 1, 2018. April 1, 2018 December 29, 2017 December 28, 2017 December 22, 2017 Stock price $ 10.11 $ 12.32 $ 12.45 $ 10.60 Exercise price $ 12.25 $ 12.25 $ 12.25 $ 12.25 Warrant term 2.7 years 3.0 years 3.0 years 3.0 years Expected volatility 65.40 % 60.24 % 60.24 % 60.24 % Risk-free interest rate 2.39 % 1.98 % 2.00 % 2.01 % Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % On April 13, 2018, the Company issued 2,141,900 shares of its common stock and warrants to purchase 2,141,900 shares of the Company’s common stock in an underwritten public offering at a price of $7.47 per share and accompanying warrant. Gross proceeds from the offering were approximately $16.0 million. On April 24, 2018, the Company closed on the sale of an additional 321,285 shares of its common stock and warrants pursuant to the exercise of the over-allotment option (collectively the “April 2018 offering”) granted to the underwriters in connection with the offering at a price of $7.47 per share and accompanying warrants. Gross proceeds from the exercise of the over-allotment option was $2.4 million. BTIG, LLC and Echelon Wealth Partners acted as joint book-running managers for the April 2018 Offering. The Company paid approximately $1.1 million in underwriting discounts and commissions and incurred offering expenses of approximately $1.0 million in connection with the April 2018 Offering, resulting in net proceeds of $16.3 million from the April 2018 offering. The underwriting discounts and commissions and offering expenses were allocated between share issuance costs and expenses based on the relative fair values of common stock and warrants issued in connection with the April 2018 Offering, resulting in the recording of approximately $0.8 million of expenses in the Company’s consolidated statement of operations and comprehensive loss. The fair value of these warrants at issuance was approximately $7.4 million. Each warrant issued in connection with the April 2018 offering entitles the holder to acquire one additional share of common stock at an exercise price of CAD$12.25 per share on or before April 10, 2021. Pursuant to the guidance of ASC 815 Derivatives and Hedging The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the April 2018 Offering using the Black-Scholes option pricing model as of the date of the initial closing of the offering and the date of the closing of the over-allotment option, as well as of December 31, 2018. December 31, 2018 April 24, 2018 April 13, 2018 Stock price CAD $12.80 CAD $10.76 CAD $9.85 Exercise price CAD $12.25 CAD $12.25 CAD $12.25 Warrant term 2.28 years 3.0 years 3.0 years Expected volatility 71.99 % 64.49 % 64.20 % Risk-free interest rate 1.86 % 2.02 % 1.99 % Dividend rate 0.00 % 0.00 % 0.00 % On November 19, 2018, the Company issued 2,121,212 shares of its common stock in an underwritten public offering at a price of $8.25 per share. Gross proceeds from the offering were $17.5 million. On November 2018, the Company closed on the sale of an additional 318,182 shares of its common stock pursuant to the exercise of the over-allotment option (collectively the “November 2018 offering”) granted to the underwriters in connection with the offering at a price of $8.25 per share. Gross proceeds from the exercise of the over-allotment option was $2.6 million. BTIG LLC and Oppenheimer & Co acted as joint book-running managers for the November 2018 offering. The Company paid approximately $1.2 million in underwriting discounts and commissions and incurred offering expenses of approximately $0.7 million, of which $0.1 million was accrued as of December 31, 2018, resulting in net proceeds of $18.3 million. The following table summarizes the activities of warrants that the Company accounts for as liabilities and records as derivative financial instruments for the years ended December 31, 2018 and 2017 (amounts in thousands): Year Ended December 2018 2017 Fair value of warrants at beginning of year $ 6,941 $ 2,857 Issuance of warrants 7,372 3,016 Exercise of warrants (3,012 ) (1,200 ) Fair value of previously classified equity warrants 5,049 — Fair value of previously classified liability warrants reclassified to additional paid-in capital (2,478 ) — Foreign exchange gains (872 ) — Change in fair value of warrants during the year 769 2,268 Fair value of warrants at end of year $ 13,769 $ 6,941 These warrants, which are classified as derivative financial instruments in the Company’s consolidated balance sheets are required to be re-measured at each reporting period, with the change in fair value recorded as a gain or loss in the change of fair value of derivative financial instruments, included in other income (expense) in the Company’s consolidated statements of operations and comprehensive loss. The fair value of the warrants will continue to be classified as a liability until such time as they are exercised, expire or there is an amendment to the respective agreements that renders these financial instruments to be no longer classified as such. As of December 31, 2018 2017 Stock price CAD$12.80 CAD$12.32 Exercise price CAD$10.89 CAD$10.25 Warrant term 1.71 years 1.91 years Expected volatility 75.31 % 62.20 % Risk-free interest rate 1.80 % 1.83 % Dividend rate 0.00 % 0.00 % The following is a summary of warrant activity during the years ended December 31, 2018 and 2017: Number of Warrants (by currency denomination of exercise price) Weighted-Average Exercise Price CAD$ USD$ CAD$ USD$ Outstanding as of December 31, 2016 1,111,530 905,721 $ 7.30 $ 8.10 Granted 25,063 646,016 7.50 12.25 Exercised (125,088 ) (208,333 ) 6.50 7.20 Outstanding as of December 31, 2017 1,011,505 1,343,404 7.38 10.25 Granted 2,476,843 — 12.22 — Expired (22,699 ) (136,528 ) 5.00 15.00 Exercised (112,665 ) (555,556 ) 9.88 6.75 Outstanding and exercisable as of December 31, 2018 3,352,984 651,320 $ 10.89 $ 12.24 The following table summarizes the Company’s warrants outstanding and exercisable as of December 31, 2018: Number of Warrants Outstanding Exercise Price Expiration Date 3,795 US$10.75 June 26, 2020 1,509 US$10.75 July 17, 2020 960,699 CAD$7.50 April 18, 2019 270,915 US$12.25 December 22, 2020 171,020 US$12.25 December 28, 2020 204,081 US$12.25 December 29, 2020 2,392,285 CAD$12.25 April 21, 2021 4,004,304 |
Share Based Payments
Share Based Payments | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share Based Payments | 4. SHARE BASED PAYMENTS On May 15, 2018, the Company’s Board of Directors authorized and approved the adoption of the 2018 Omnibus Incentive Plan (“2018 Plan”), under which an aggregate of 5,356,114 shares may be issued. This share reserve is the sum of 3,000,000 new shares, plus the remaining 2,356,114 shares that remained available for issuance under the Company’s 2016 Omnibus Incentive Plan, the predecessor incentive plan (the “2016 Plan”) at the time of the adoption of the 2018 Plan. Pursuant to the terms of the 2018 Plan, the Company is authorized to grant stock options, as well as awards of stock appreciation rights, restricted stock, unrestricted shares, restricted stock units (“RSU”), stock equivalent units and performance-based cash awards. These awards may be granted to directors, officers, employees and eligible consultants. Vesting and the term of an option is determined at the discretion of the Company’s Board of Directors. Subsequent to the adoption of the 2018 Plan, the Company ceased granting awards under the 2016 Plan, the predecessor incentive plan. However, outstanding stock options granted prior to the effective date of the 2018 Plan are still governed by the 2016 Plan or the Company’s 2014 Stock Incentive Plan, which preceded the 2016 Plan. As of December 31, 2018, there were an aggregate of 4,775,711 shares of common stock remaining available for grant under the Company’s 2018 Plan. For the year ended December 31, 2018, the Company issued 996,406 stock options to employees and directors of which 53,503 were forfeited. In addition, the Company issued 15,000 stock options to consultants. The following is a summary of stock option activity for the year ended December 31, 2018 and 2017: Weighted Average Aggregate Exercise Price Intrinsic Value Number of Options in CAD$ in CAD$ Outstanding as of December 31, 2016 1,969,000 $ 6.00 $ 8,218 Granted 868,902 11.15 Forfeited (153,067 ) 11.45 Cancelled (62,689 ) 13.75 Exercised (1) (173,500 ) 5.15 Outstanding as of December 31, 2017 2,448,646 $ 7.35 $ 21,089 in USD$ in USD$ Granted 1,011,406 $ 10.12 Forfeited (53,503 ) 9.89 Exercised (2) (98,500 ) 3.10 Outstanding as of December 31, 2018 3,308,049 $ 7.14 $ 8,308 Exercisable as of December 31, 2018 1,918,672 $ 3.18 $ 7,616 (1) For the year ended December 31, 2017, 20,000 stock options were exercised on a cashless basis resulting in 14,095 shares being withheld in satisfaction of the exercise price. (2) For the year ended December 31, 2018, 8,500 stock options were exercised on a cashless basis resulting in 3,280 shares being withheld in satisfaction of the exercise price. Upon the change in the Company’s functional currency effective April 1, 2018, stock options previously classified as equity were classified as liabilities. On April 1, 2018, these options had a fair value of approximately $10.0 million, which was recorded as stock-based compensation liability in the Company’s consolidated balance sheet, of which approximately $4.2 million was reclassified from additional paid-in capital and the remainder was recorded as additional stock-based compensation expense in the Company’s consolidated statement of operations and comprehensive loss. In June 2018, the Company’s Board of Directors’ approved the modification of all outstanding stock options with exercise prices denominated in CAD$ to convert the exercise prices of such options to USD$, subject to the consent of the holders of such options. On August 8, 2018, following the consent of option holders, the Company re-measured stock options for which all holders had consented to the modification and recorded $0.3 million reduction to stock-based compensation liability and reclassified $10.3 million from liability to equity. The incremental expense as a result of the modification was immaterial to the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2018. The following table summarizes stock options outstanding and exercisable by employees and directors as of December 31, 2018: Options Outstanding Number of Remaining Number of Options Contractual L Exercise Fair Value Grant Date Options Outstanding Expiration Date (In Years) Price Post Modification (1) Fair Value Exercisable 360,000 June 18, 2019 0.46 $ 2.77 $ 6.62 $ — 360,000 80,000 June 18, 2019 0.46 $ 2.77 $ 6.62 $ — 80,000 20,000 December 8, 2019 0.94 $ 12.72 $ 2.18 $ — 20,000 80,000 December 8, 2019 0.94 $ 12.72 $ 2.18 $ — 80,000 20,000 March 16, 2020 1.21 $ 12.52 $ 2.43 $ — 20,000 150,000 October 21, 2020 1.81 $ 3.20 $ 6.57 $ — 150,000 20,000 December 31, 2020 2.00 $ 4.48 $ 5.86 $ — 20,000 595,000 July 13, 2020 1.53 $ 5.35 $ 5.18 $ — 595,000 20,000 August 8, 2020 1.60 $ 4.98 $ 5.42 $ — 20,000 617,000 April 17, 2027 8.29 $ 8.13 $ 7.54 $ — 154,250 6,146 May 18, 2027 8.37 $ 7.35 $ 4.75 $ — 4,610 10,000 May 18, 2027 8.37 $ 7.35 $ 7.65 $ — 2,500 30,000 August 8, 2027 8.60 $ 10.38 $ 7.38 $ — 7,500 25,000 April 9, 2028 9.27 $ 9.03 $ 8.01 $ — — 337,500 May 15, 2028 9.37 $ 10.99 $ 7.89 $ — 85,313 150,000 July 9, 2028 9.52 $ 9.69 $ — $ 6.83 — 75,726 August 22, 2028 9.64 $ 10.23 $ — $ 7.21 — 13,177 September 4, 2028 9.67 $ 10.19 $ — $ 7.19 — 50,000 September 10, 2028 9.69 $ 10.34 $ — $ 7.30 — 50,000 September 24, 2028 9.73 $ 9.71 $ — $ 6.79 — 1,500 October 8, 2028 9.76 $ 8.25 $ — $ 5.84 — 75,000 October 15, 2028 9.78 $ 8.75 $ — $ 6.19 — 100,000 October 22, 2028 9.80 $ 10.16 $ — $ 7.20 — 10,000 October 29, 2028 9.82 $ 9.71 $ — $ 6.87 — 20,000 November 19, 2028 9.88 $ 8.00 $ — $ 5.66 — 20,000 December 3, 2028 9.92 $ 8.66 $ — $ 6.13 — 15,000 December 17, 2028 9.96 $ 9.42 $ — $ 6.66 — 2,951,049 1,599,172 (1) Reflects fair value of modified stock options on August 8, 2018 As of December 31, 2018, the unrecognized compensation cost related to non-vested stock options outstanding for employees and directors was $8.3 million which will be recognized over a weighted-average remaining vesting period of 3.0 years. During the fourth quarter of 2017, upon a review of the Company’s equity compensation awards granted under the 2016 Plan, the Company determined that it had inadvertently exceeded the annual per-person sub-limits involving an option award previously granted to a current executive officer. The aggregate amount of common stock represented by this excess award was 60,000 shares. This excess award was deemed to have been granted outside of the 2016 Plan and, as such, the Company applied liability accounting to the award. As a result, this excess award was to be re-measured at the end of each reporting period until such time that the Company’s stockholders approved the excess award, at which time the liability would be reclassified to equity. On June 28, 2018, the Company’s stockholders approved the excess award. On August 8, 2018, upon the modification of the exercise price of this stock option to convert such exercise price from CAD$ to USD$ as described above this excess award was re-measured again and reclassified from liability to equity for the portion of the option that had vested. For the years ended December 31, 2018 and 2017, the Company granted 996,406 and 673,902 stock options, respectively, to employees and directors at a weighted average exercise price of $10.12 and CAD$10.87, respectively. The fair value of employee and director stock options granted for the years ended December 31, 2018 and 2017 had a weighted average grant date fair value of $7.78 and CAD$4.34 per option, respectively, and they were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2018 2017 Stock price $11.21 CAD$10.40 Exercise price $10.12 CAD$10.85 Expected term 6.25 years 6.25 years Expected volatility 78.99 % 90.84 % Risk-free interest rate 2.67 % 1.06 % Dividend rate 0.00 % 0.00 % Stock Options to Consultants For the years ended December 31, 2018 and 2017, the Company granted 15,000 and 195,000 stock options, respectively, to consultants at a weighted average exercise price of $10.23 and CAD$12.20, respectively. Stock options granted to the Company’s consultants for the years ended December 31, 2018 and 2017 had a weighted average grant date fair value of $8.87 and CAD$3.88 per share, respectively, and they were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2018 2017 Stock price $10.23 CAD$12.15 Exercise price $10.23 CAD$12.20 Option term 10 years 10 years Expected volatility 90.17 % 91.02 % Risk-free interest rate 2.82 % 1.60 % Dividend rate 0.00 % 0.00 % The following table summarizes stock options outstanding and exercisable by consultants as of December 31, 2018: Options Outstanding Number of Remaining Number of Options Contractual L Exercise Fair Value Grant Date Options Outstanding Expiration Date (In Years) Price Post Modification (1) Fair Value Exercisable 80,000 June 18, 2019 0.46 $ 2.77 $ 6.62 $ — 80,000 30,000 December 8, 2019 0.94 $ 12.72 $ 2.18 $ — 30,000 72,000 October 3, 2020 1.76 $ 5.15 $ 5.35 $ — 72,000 110,000 October 28, 2020 1.82 $ 3.18 $ 6.59 $ — 110,000 20,000 May 18, 2027 8.37 $ 7.35 $ 7.65 $ — 5,000 15,000 August 8, 2027 8.60 $ 10.38 $ 7.38 $ — 3,750 15,000 November 6, 2027 8.84 $ 16.20 $ 6.98 $ — 3,750 15,000 August 22, 2028 9.64 $ 10.23 $ — $ 8.87 15,000 357,000 319,500 (1) Reflects fair value of modified stock options on August 8, 2018 As of December 31, 2018, the unrecognized compensation cost related to non-vested stock options outstanding for consultants was $0.1 million which will be recognized over a weighted-average remaining vesting period of 2.6 years. During the third quarter of 2018, following the redenomination of the exercise prices of stock options from CAD$ to USD$, stock options awarded to consultants that are performing services for NHC ceased to be accounted for as derivative financial instruments. As a result, following the re-measurement of stock options granted to the Company’s consultants on August 8, 2018, all vested stock options granted to these consultants were reclassified from liability to equity. The following table summarizes non-employee stock options that had been accounted for as derivative financial instruments during the years ended December 31, 2018 and 2017 (amounts in thousands): Year Ended December 31, 2018 2017 Fair value of non-employee stock options at beginning of year $ 2,637 $ 1,617 Exercise of non-employee options (737 ) (156 ) Cancelled — (294 ) Foreign exchange gains (38 ) — Change in fair value of non-employee stock options during the year (656 ) 1,470 Reclassification to additional paid-in capital (1,206 ) — Fair value of non-employee stock options at end of year $ — $ 2,637 The fair value of non-employee stock options previously classified as liabilities and recorded as derivative financial instruments which were subsequently reclassified to equity following the modification of stock option previously on August 8, 2018 were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions as of August 8, 2018 and December 31, 2017: August 8, 2018 December 31, 2017 Stock price CAD$12.14 CAD$15.95 Exercise price CAD$4.383 CAD$4.30 Expected life 0.93 years 1.51 years Expected volatility 73.18 % 61.58 % Risk-free interest rate 1.95 % 1.61 % Dividend rate 0.00 % 0.00 % Restricted Stock Units During the second quarter of 2017, the Company granted RSUs to certain employees under the 2016 Plan that were scheduled to vest over a three-year period, with 25% vesting immediately. The fair value of the RSUs was based on the closing price of the Company’s common stock on the date of grant. The following is a summary of the Company’s RSU activity for the year ended December 31, 2018 and 2017: Number of Restricted Stock Units Weighted Average Grant Date Fair Value per Unit (CAD) Outstanding as of January 1, 2017 — $ — Granted 8,097 10.00 Forfeited (3,182 ) 10.00 Vested and settled during 2017 (1) (2,987 ) 10.00 Outstanding as of December 31, 2017 1,928 $ 10.00 Vested and settled during 2018 (2) (964 ) 10.00 Outstanding as of December 31, 2018 964 $ 10.00 (1) Includes 723 RSUs withheld to satisfy required withholding taxes. (2) Includes 259 RSUs withheld to satisfy required withholding taxes. Stock-based compensation expense is classified in the Company’s consolidated statements of operations and comprehensive loss as follows (amounts in thousands): Year Ended December 31, 2018 2017 Research and development $ 939 $ 343 General and administrative 7,156 1,475 $ 8,095 $ 1,818 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 5. ACCRUED EXPENSES Accrued expenses consisted of the following (amounts in thousands): As of December 31, 2018 2017 Employees benefits $ 876 $ 442 Professional services 518 88 Legal expense 253 343 Advance from U.S Army — 233 Rent 98 97 Severance 66 38 Other 1 1 $ 1,812 $ 1,242 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. INCOME TAXES The components of net loss (income) are as follows (amounts in thousands): Year Ended December 31, 2018 2017 U.S. $ 29,013 $ 24,980 Non-U.S. (390 ) 3,044 $ 28,623 $ 28,024 A reconciliation of the income tax provision computed at statutory rates to the reported income tax provision is as follows (amounts in thousands): Year Ended December 31, 2018 2017 Statutory tax rate 21.00 % 34.00 % Net loss before income taxes $ 28,623 $ 28,024 Expected income tax recovery $ (6,011 ) $ (9,528 ) Increase (decrease) in income tax recovery resulting from: Derivative liability 877 1,171 Share based payments 1,279 453 Other permanent difference (376 ) (446 ) Effect of change in statutory rate — 5,938 State deferred change — (2,050 ) Foreign income taxed at foreign rate 23 118 Increase in valuation allowance 4,208 4,344 Income tax expense $ — $ — The significant components of the Company’s deferred income tax assets and liabilities after applying enacted corporate tax rates are as follows (amounts in thousands): As of December 31, 2018 2017 Deferred income tax assets (liabilities) Operating losses carried forward $ 16,028 $ 11,382 Tax credits 1,217 1,243 Stock compensation 1,447 1,414 Other 85 530 Valuation allowance (18,777 ) (14,569 ) Net deferred income tax asset $ — $ — As of December 31, 2018, the Company has accumulated non-capital losses totaling $1.5 million in Canada and net operating losses of $59.6 million in the United States, which may be available to carry forward and offset future years’ taxable income. The losses expire in various amounts starting in 2033. Under the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Section 382 of the Code, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. On December 22, 2017, the U.S. Government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“The Act”). The Act makes broad changes to the U.S. tax code, including, but not limited to, (i) reducing the U.S federal corporate tax rate from 35% to 21%; (ii) eliminating the corporate alternative minimum tax; (iii) creating a new limitation on deductible interest expense; (iv) creating the base erosion and anti-abuse tax, a new minimum tax; (v) limitation on the deductibility of certain executive compensation; (vi) enhancing the option to claim accelerated depreciation deductions on qualified property, and (vii) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. The Act reduced the corporate tax rate to 21%, effective January 1, 2018. The Company has completed its determination of the accounting implications of The Act on its tax accruals as of December 31, 2018 and made estimates primarily comprised of the re-measurement of federal net deferred tax assets resulting from the permanent reduction in the U.S. statutory corporate tax rate to 21% from 34%. Uncertain Tax Positions The Company has adopted certain provisions of ASC 740, “Income Taxes”, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. The provisions also provide guidance on the de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. The Company files income tax returns in the U.S. federal jurisdiction, and in various state and foreign jurisdictions. The Company’s tax returns are subject to tax examinations by U.S. federal and state tax authorities, or examinations by foreign tax authorities until the expiration of the respective statutes of limitation. The Company currently has no tax years under examination. As of December 31, 2018, the Company does not have an accrual relating to uncertain tax positions. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES (a) On January 22, 2013, the Company entered into a license agreement with Advanced NeuroRehabilitation, LLC (“ANR”) for an exclusive right on ANR’s patent pending technology, claims and knowhow. In addition to the issuance of 3,207,005 shares of common stock, the Company agreed to pay a 4% royalty on net revenue on the sales of devices covered by the patent-pending technology and services related to the therapy or use of devices covered by the patent-pending technology. The Company has not made any royalty payments to date under this agreement. (b) On October 30, 2017, HMI amended the Asset Purchase Agreement with A&B which specified that if the Company fails to obtain FDA marketing authorization for commercialization of or otherwise fails to ensure that the PoNS device is available for purchase by the U.S. Government by December 31, 2021, the Company would be subject to a $2.0 million contract penalty payable to A&B, unless the Company receives an exemption for the requirement of FDA marketing authorization from the U.S. Army Medical Material Agency. In December 2018, the U.S. Army notified the Company that they were amending the Agreement such that the satisfaction of the obligation of the contract was changed from FDA marketing authorization of the PoNS device to submitting of an application for marketing authorization of the PoNS device with the FDA. As the Company submitted its application for marketing authorization of the PoNS device to the FDA on August 31, 2018, and with copies of the submission documents provided to the U.S. Army, the Company has met its obligation under the amended agreement. Based on this amendment the Company has determined that the possibility of a payment under this contractual penalty is remote. (c) In November 2014, the Company signed a development and distribution agreement with Altair LLC to apply for registration and distribution of the PoNS device in the territories of the former Soviet Union. The Company will receive a 7% royalty on sales of the devices within the territories. However, there is no assurance that such commercialization will occur. (d) In March 2017, the Company entered into a lease for office space in Newtown, Pennsylvania. The initial term of the lease is from July 1, 2017 through December 31, 2022, with an option to extend until 2027. In July 2017, the Company amended the contract to commence the lease on July 17, 2017 through January 16, 2023, with an option to extend until January 2028. Monthly rent plus utilities will be approximately $20,000 per month beginning in January 2018 with a 3% annual increase. As of December 31, 2018, the future minimum lease payments related to the Company’s non-cancellable operating lease commitments were as follows (amounts in thousands): For the Year Ending December 31, 2019 $ 246 2020 253 2021 260 2022 267 2023 12 $ 1,038 (e) On December 29, 2017, the Company entered into a Manufacturing and Supply Agreement (“MSA”) with Key Tronic Corporation (“Key Tronic”), for the manufacture and supply of the Company’s PoNS device based upon the Company’s product specifications as set forth in the MSA. Per the agreement, the Company shall provide to Key Tronic a rolling forecast for the procurement of parts and material and within normal lead times based on estimated delivery dates for the manufacture of the PoNS device. The term of the agreement is for three years and the agreement will automatically renew for additional consecutive terms of one year, unless cancelled by either party upon 180-day written notice to the other party prior to the end of the then current term. As of December 31, 2018, the Company had a $0.7 million obligation to Key Tronic to complete the Company’s initial forecast to deliver PoNS devices for commercial launch. (f) In September 2018, the Company entered into an exclusive strategic alliance agreement with Health Tech Connex, Inc. (“HTC”) and Heuro Canada Inc. (“Heuro”) to establish three founding clinics to treat patients and create a replicable model for future clinic expansion. Under the terms of the agreement, Heuro is responsible for the development of the clinic systems to facilitate the commercialization of the PoNS Treatment in Canada. The parties will contract with the clinics and develop a model for the clinics to deliver clinical services, featuring the PoNS Treatment to manage neurological conditions. The agreement also provides for HTC to pay the Company CAD$750,000 in three annual payments of CAD$250,000 beginning December 31, 2019, in consideration for the exclusivity right the Company granted to Heuro. The Company and HTC have also agreed to each fund up to 50% of Heuro’s operating budget as agreed upon by a joint steering committee not to exceed CAD$1.0 million each. The parties have also agreed to share in the net profits and losses of Heuro on a 50/50 basis. The term of this agreement is the earlier of September 2023 or the formal adoption of a clinical expansion plan. For the year ended December 31, 2018, the Company recorded $0.2 million in expenses for its share of the estimated costs incurred by Heuro in addition to $0.2 million of expenses incurred by the Company in performing services on behalf of Heuro, which amounts were recorded as general and administrative expenses in the Company’s consolidated statement of operations and comprehensive loss. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Variable Interest Entities | 8. VARIABLE INTEREST ENTITIES ASC 810 • the power to direct the activities that most significantly impact the economic performance of the VIE; and • the right to receive benefits from, or the obligation to absorb losses of the VIE that could be potentially significant to the VIE. The Company regularly assesses its relationships with contractual third party and other entities for potential VIE’s. In making this assessment, the Company considers the potential that its contracts or other arrangements provide subordinated financial support, absorb losses or rights to residual returns of the entity and the ability to directly or indirectly make decisions about the entity’s activities. If the Company determines that it is the primary beneficiary of a VIE, the Company consolidates the statements of operations and financial condition of the VIE into its consolidated financial statements. The Company utilized the consolidation guidance under ASC 810 to determine whether Heuro was a VIE, and if so, whether the Company was the primary beneficiary of Heuro (see Note 7(f)). As of December 31, 2018, the Company had concluded that Heuro was a VIE based on the fact that the equity investment at risk in Heuro was not sufficient. The Company’s variable interests in Heuro arise from a profit sharing arrangement with Heuro. In determining whether the Company is the primary beneficiary and whether the Company has the right to receive benefits and the obligation to absorb losses that could potentially be significant to the VIE, the Company evaluated its economic interest in Heuro. This evaluation considered all relevant factors of Heuro’s structure, including its capital structure, contractual rights to earnings (losses) as well as other contractual arrangements that have the potential to be economically significant. Following the guidance in ASC 810, although the Company has the obligation to absorb losses as of December 31, 2018, the Company concluded that it is not the primary beneficiary, as it does not have the power to direct the activities that most significantly affect the economic performance of Heuro. The significant economic activities identified were financing activities, research and development activities, commercialization activities, supply and distribution activities, business strategy activities and clinic expansion activities. The evaluation of each of these factors in reaching a conclusion about the potential significance of the Company’s economic interests and control was a matter that required the exercise of professional judgement. Accordingly, as of December 31, 2018, the Company did not consolidate Heuro in its consolidated financial statements. In addition, as of December 31, 2018, the Company had no carrying amounts for assets and liabilities relating to the variable interest in the VIE. The Company believes that its maximum exposure to loss as a result of its involvement with the VIE is limited to $0.8 million, which is its remaining obligation to fund Heuro’s operating budget of up to $1.0 million. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. RELATED PARTY TRANSACTIONS For the years ended December 31, 2018 and 2017, the Company paid approximately $33,000 and $16,000, respectively, in consulting fees to a director of the Company. As of December 31, 2018, the Company owed $8 thousand to a director for consulting services. During April 2016, the Company entered into a consulting agreement with Montel Media, Inc. (“Montel Media”), pursuant to which Montel Media provides consulting services for the promotion of the Company’s clinical trials and ongoing media and marketing strategies. Under the agreement, Montel Media received $15 thousand per month. During the first quarter of 2018, the Company terminated its agreement with Montel Media. Montel Media is owned by Montel Williams, who beneficially owns greater than 5% of the Company’s common stock. The Company paid Montel Media $45,000 and $0.2 million for the years ended December 31, 2018 and 2017, respectively, pursuant to the consulting agreement. For the years ended December 31, 2018, a benefit of $0.3 million compared to an expense $0.4 million for the year ended December 31, 2017 was included in the change in fair value of derivative financial instruments as the fair value of stock-based compensation attributed to the options granted to a director for consulting services rendered with respect to the design and development of the PoNS device. The Company’s Chief Medical Officer is a founding member of Clinvue LLC, a company that provides regulatory advisory services for the Company. The Company paid Clinvue LLC approximately $0.1 million for consulting services in each of the years ended December 31, 2018 and 2017. The Company’s Chief Executive Officer, Chief Financial Officer/Chief Operating Officer, two directors and A&B, a greater than 5% owner of the Company’s outstanding shares, subscribed for units in the Company’s December 2017 Financing. The following table summarizes their participation (subscription amount in thousands): Units Purchased Subscription Amount A&B (HK) Company Ltd. 204,081 $ 2,000 Director 1 76,530 750 Director 2 51,019 500 CEO 25,510 250 CFO/COO 15,816 155 372,956 $ 3,655 |
Sole-Source Cost-Sharing Agreem
Sole-Source Cost-Sharing Agreement and Cooperative Research and Development Agreement | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Cost Sharing Agreement And Cooperative Research And Development Agreement [Abstract] | |
Sole-Source Cost-Sharing Agreement And Cooperative Research And Development Agreement | 10. SOLE-SOURCE COST-SHARING AGREEMENT AND COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT In July 2015, the Company entered into a sole source cost sharing agreement with the U.S. Army Medical Research and Materiel Command (“USAMRMC”). Under the terms of the contract, the USAMRMC reimbursed the Company up to $3.0 million to conduct a registrational trial investigating the safety and effectiveness of the PoNS device for the treatment of chronic balance deficits due to mmTBI. Reimbursement of expenses under the agreement was based on a schedule of milestones related to the completion of subjects in the trial. The original contract expired on December 31, 2016; however, the Company extended the agreement through December 31, 2017. On November 7, 2017, the Company received another extension of the contract agreement to December 31, 2018. In addition, during the third quarter of 2017, the Company announced the execution of an extension to its Cooperative Research and Development Agreement with the USAMRMC through 2018 and extended the deadline for commercialization of the PoNS device to December 31, 2021. In December 2018, the U.S. Army notified the Company that they were amending the U.S. Army Agreement such that the satisfaction of the obligation of the contract was changed from FDA marketing authorization of the PoNS device to submitting of an application for marketing authorization of the PoNS device with the FDA. The Company satisfied this obligation when it submitted its application for marketing authorization of the PoNS device to the FDA on August 31, 2018, and provided copies of the submission documents to the U.S. Army. As of December 31, 2018, the Company had received a total of $3.0 million with respect to expenses reimbursed for amounts owed to the Company for completion of development milestones. All reimbursement amounts received are credited directly to the accounts in which the original expenses were recorded, including research and development, wages and salaries, and legal expenses. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. SUBSEQUENT EVENTS Helius NeuroRehab, Inc. On January 31, 2019, the Company formed another wholly owned subsidiary, Helius NeuroRehab, Inc., a Delaware corporation, which will operate a clinical research site as well as a rehabilitation clinic that will provide the PoNS Treatment to patients with balance and gait disorder following the Company’s receipt of marketing authorization from the FDA . |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Reverse Stock Split | Reverse Stock Split Effective after the close of business on January 22, 2018, the Company completed a 1-for-5 reverse stock split of its common stock. All share and per share amounts in this Annual Report have been reflected on a post-split basis. |
Going Concern Uncertainty | Going Concern Uncertainty As of December 31, 2018, the Company had cash of $25.6 million. For the year ended December 31, 2018, the Company incurred a net loss of $28.6 million and, as of December 31, 2018, its accumulated deficit was $95.0 million. The Company has not generated any revenue from the commercial sale of products or services and has not achieved profitable operations. The Company expects to continue to incur operating losses and net cash outflows until it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. The Company intends to fund ongoing activities by utilizing its current cash on hand and by raising additional capital through equity or debt financings. There can be no assurance that the Company will be successful in raising that additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations and planned capital expenditures. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s reporting currency is the U.S. Dollar (“USD$”). |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosure of contingent assets and liabilities. Significant estimates include the assumptions used in the valuation of the significant financing component associated with revenue, fair value-pricing model for stock-based compensation and derivative financial instruments. Financial statements include estimates, which, by their nature, are uncertain. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements reflect the operations of Helius Medical Technologies, Inc. and its wholly owned subsidiaries. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, the Company applies the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 Consolidation , |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company is subject to credit risk with respect to its cash. Amounts invested in such instruments are limited by credit rating, maturity, industry group, investment type and issuer. The Company is not currently exposed to any significant concentrations of credit risk from these financial instruments. The Company seeks to maintain safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements and a competitive after-tax rate of return. |
Receivables | Receivables Receivables are stated at their net realizable value. As of December 31, 2018, receivables consisted primarily of amounts owed related to revenue from the license fee resulting from the strategic alliance agreement executed in 2018 of approximately $0.5 million as well as a refund from a research and development (“R&D”) tax credit of $0.1 million. As of December 31, 2017, receivables included Goods and Services Tax and Quebec Sales Tax refunds related to the Company’s Canadian expenditures. |
Inventory | Inventory The Company’s inventory consists of raw materials, primarily related to component parts for the initial launch build of the PoNS device. Inventory is stated at the lower of cost (average cost method) or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made if required. No inventory markdowns to net realizable value were recorded during the year ended December 31, 2018. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost, less accumulated depreciation. Depreciation is recognized using the straight-line method over the useful lives of the related asset or the term of the related lease. Expenditures for maintenance and repairs, which do not improve or extend the expected useful life of the assets, are expensed to operations while major repairs are capitalized. The estimated useful life of its leasehold improvements is over the shorter of its lease term or useful life of 5 years, the estimated useful life of furniture and fixtures is 7 years; equipment has an estimated useful life of 15 years and computer software and hardware has an estimated useful life of 3 to 5 years. The following tables summarizes the Company’s property and equipment as of December 31, 2018 and 2017 (amounts in thousands): As of December 31, 2018 2017 Leasehold improvement $ 182 $ 173 Furniture and fixtures 185 — Equipment 219 — Computer hardware and software 44 17 Property and equipment 630 190 Less accumulated depreciation (76 ) (17 ) Property and equipment, net $ 554 $ 173 |
Foreign Currency | Foreign Currency Prior to April 1, 2018, the Company's functional currency was the Canadian dollar (“CAD$”). Translation gains and losses from the application of the USD$ as the reporting currency during the period that the Canadian dollar was the functional currency were included as part of cumulative currency translation adjustment, which is reported as a component of stockholders' equity (deficit) as accumulated other comprehensive income (loss). The Company re-assessed its functional currency and determined that, as of April 1, 2018, its functional currency had changed from the CAD$ to the USD$ based on management's analysis of changes in the primary economic environment in which the Company operates. The change in functional currency was accounted for prospectively from April 1, 2018 and financial statements prior to and including the period ended March 31, 2018 were not restated for the change in functional currency. For periods commencing April 1, 2018, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Opening balances related to non-monetary assets and liabilities are based on prior period translated amounts, and non-monetary assets acquired, and non-monetary liabilities incurred after April 1, 2018 are translated at the approximate exchange rate prevailing at the date of the transaction. Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transaction. Foreign exchange gains and losses are included in the consolidated statement of operations and comprehensive loss as foreign exchange gain (loss). The functional currency of Helius Canada, the Company’s Canadian subsidiary is the CAD$ and the functional currency of HMI is the USD$. Transactions in foreign currencies are recorded into the functional currency of the relevant subsidiary at the exchange rate in effect at the date of the transaction. Any monetary assets and liabilities arising from these transactions are translated into the functional currency at exchange rates in effect at the balance sheet date or on settlement. Revenues, expenses and cash flows are translated at the weighted-average rates of exchanges for the reporting period. The resulting currency translation adjustments are not included in the Company’s consolidated statements of operations and comprehensive loss for the reporting period, but rather are accumulated and gains and losses are recorded in foreign exchange gain (loss), as a component of comprehensive loss, within the consolidated statements of operations and comprehensive loss. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all stock-based payments and awards under the fair value-based method. The Company recognizes its stock-based compensation expense using the straight-line method. The Company accounts for the granting of stock options to employees and non-employees using the fair value method whereby all awards are measured at fair value on the date of the grant. The fair value of all employee stock options is expensed over the requisite service period with a corresponding increase to additional paid-in capital. Upon exercise of stock options, the consideration paid by the option holder is recorded in additional paid-in capital, while the par value of the shares received is reclassified from additional paid in capital to common stock. Stock options granted to employees are accounted for as liabilities when they contain conditions or other features that are indexed to other than a market, performance or service conditions. Prior to the adoption of ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) The Company uses the Black-Scholes option-pricing model to calculate the fair value of stock options. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. Changes in these assumptions can materially affect the fair value estimate. Awards of options that provide for an exercise price that is not denominated in: (a) the currency of a market in which a substantial portion of the Company's equity securities trades in, (b) the currency in which the employee's pay is denominated, or (c) the Company's functional currency, are required to be classified as liabilities. The change in the Company’s functional currency, effective April 1, 2018 resulted in the reclassification of outstanding stock options that were previously denominated in CAD$ from equity- to liability-classified options (see Note 4). Liability classified options are re-measured to their fair values at the end of each reporting date with changes in the fair value recognized in stock-based compensation expense or additional paid-in capital until settlement or cancellation. Under FASB’s ASC 718– Compensation – Stock Compensation, when an award is reclassified from equity to liability, if at the reclassification date the original vesting conditions are expected to be satisfied, then the minimum amount of compensation cost to be recognized is based on the grant date fair value of the original award. Fair value changes below this minimum amount are recorded in additional paid-in capital. In June 2018, the Company’s Board of Directors approved subject to the consent of the holders of such options the modification of outstanding stock options with exercise prices denominated in CAD$ to convert the exercise prices of such options to USD$ based on the prevailing USD$/CAD$ exchange rates on the dates of the grants for such modified stock options. During the third quarter of 2018, employee and non-employee option holders owning stock options representing an aggregate of 2,741,146 shares of common stock consented to the modification. Employee stock options with a fair value of $10.3 million on August 8, 2018, which were previously classified as stock-based compensation liability, were reclassified to equity during the third quarter of 2018. Following these reclassifications, the Company no longer has any liability-classified stock options as of December 31, 2018 (see Note 4). |
Revenue Recognition | Revenue Recognition In accordance with FASB’s ASC 606, Revenue from Contracts with Customers (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to contracts when it determines that it is probable it will collect substantially all of the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price, after consideration of variability and constraints, if any, that is allocated to the respective performance obligation when the performance obligation is satisfied. Prior to the fourth quarter of 2018, the Company had not generated revenue. During the fourth quarter of 2018, as part of its exclusive strategic alliance agreement, the Company transferred a license to Heuro in order for them to develop the clinic systems to facilitate the commercialization of the PoNS Treatment in Canada. The license is a functional license as it has stand-alone functionality. As such, the Company recognized revenue once when control transferred, which occurred in the fourth quarter of 2018 when regulatory approval of the PoNS device in Canada was obtained and the commercialization of the product, as defined within the agreement, began. The agreement provides for HTC to pay the Company CAD$750,000 in three annual payments of CAD$250,000 beginning December 31, 2019 . During the fourth quarter of 2018, the Company recognized revenues of $0.5 million in license fees when it satisfied its performance obligation. As of December 31, 2018, the Company has recorded $0.2 million and $0.3 million in current and non-current receivables, respectively, and had no contract assets or liabilities on its consolidated balance sheets related to this contract. Upon adoption of ASC 606 on January 1, 2018, the Company had no contracts that were evaluated under ASC 606. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company has adopted the provisions of ASC 740 Income Taxes |
Research and Development Expenses | Research and Development Expenses R&D expenses consist primarily of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by contract research organizations, development and manufacturing of clinical trial devices and devices for manufacturing testing, materials and supplies as well as regulatory costs. R&D costs are charged to operations when they are incurred. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company operates and manages its business within one operating and reportable segment. Accordingly, the Company reports the accompanying consolidated financial statements in the aggregate in one reportable segment. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815, Derivatives and Hedging The classification of derivative financial instruments, including whether such instruments should be recorded as liabilities/assets or as equity, is reassessed at the end of each reporting period. Derivative financial instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative financial instruments will be classified in the consolidated balance sheet as current if the right to exercise or settle the derivative financial instrument lies with the holder. |
Fair Value Measurements | Fair Value Measurements The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company’s financial instruments recorded in its consolidated balance sheets consist primarily of cash, receivables, accounts payable, accrued liabilities, and derivative financial instruments. The book values of these instruments, with the exception of derivative financial instruments and non-current receivables, approximate their fair values due to the immediate or short-term nature of these instruments. The Company’s derivative financial instruments and non-current receivables are classified as Level 3 within the fair value hierarchy and required to be recorded at fair value on a recurring basis. Unobservable inputs used in the valuation of these financial instruments include volatility of the underlying share price and the expected term. See Note 3 for the inputs used in the Black-Scholes option-pricing model as of December 31, 2018 and 2017 and the roll forward of the derivative financial instruments related to the Company’s warrants. As of December 31, 2018, the Company had no non-employee stock options classified as derivative financial instruments outstanding. Fair Value Level 1 Level 2 Level 3 December 31, 2018 Assets: Non-current receivable $ 294 $ — $ — $ 294 Liabilities: Warrants $ 13,769 $ — $ — $ 13,769 December 31, 2017 Liabilities: Non-employee stock options $ 2,637 $ — $ — $ 2,637 Warrants 6,941 — — 6,941 Total liabilities $ 9,578 $ - $ - $ 9,578 There were no transfers between any of the levels during the years ended December 31, 2018 and 2017. |
Basic and Diluted Income (Loss) per Share | Basic and Diluted Income (Loss) per Share Earnings or loss per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) by the weighted average of all potentially dilutive shares of common stock that were outstanding during the periods presented. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money stock options and share purchase warrants, would be used to purchase common shares at the average market price for the period, unless including the effects of these potentially dilutive securities would be anti-dilutive. The basic and diluted loss per share for the periods noted below is as follows (amounts in thousands, except for share and per share amounts): For the Year Ended December 31, 2018 2017 Basic and Diluted Numerator Net loss $ (28,623 ) $ (28,024 ) Denominator Weighted-average common shares outstanding - basic and diluted 22,786,192 18,632,740 Basic and diluted net loss per share $ (1.26 ) $ (1.50 ) The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company’s losses coupled with the exercise price of certain of these outstanding securities being greater than the average closing price of the Company’s common stock. For the Year Ended December 31, 2018 2017 Options outstanding 3,308,049 2,448,646 RSUs 964 1,928 Warrants outstanding 4,004,304 2,379,919 Total 7,313,317 4,830,493 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Leases: Targeted Improvements The Company adopted the standard on January 1, 2019, using the modified retrospective method on the effective date and accordingly will not restate comparative periods. The new standard will not have an impact on the Company’s consolidated statements of operations and comprehensive loss but it will result in an approximate $0.7 million lease liability and right of use asset recognized on its consolidated balance sheets upon adoption. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement This ASU is effective for interim and annual reporting periods beginning after |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Property and Equipment | The following tables summarizes the Company’s property and equipment as of December 31, 2018 and 2017 (amounts in thousands): As of December 31, 2018 2017 Leasehold improvement $ 182 $ 173 Furniture and fixtures 185 — Equipment 219 — Computer hardware and software 44 17 Property and equipment 630 190 Less accumulated depreciation (76 ) (17 ) Property and equipment, net $ 554 $ 173 |
Summary of Derivative Financial Instruments | Fair Value Level 1 Level 2 Level 3 December 31, 2018 Assets: Non-current receivable $ 294 $ — $ — $ 294 Liabilities: Warrants $ 13,769 $ — $ — $ 13,769 December 31, 2017 Liabilities: Non-employee stock options $ 2,637 $ — $ — $ 2,637 Warrants 6,941 — — 6,941 Total liabilities $ 9,578 $ - $ - $ 9,578 |
Summary of Basic and Diluted Loss per Share | The basic and diluted loss per share for the periods noted below is as follows (amounts in thousands, except for share and per share amounts): For the Year Ended December 31, 2018 2017 Basic and Diluted Numerator Net loss $ (28,623 ) $ (28,024 ) Denominator Weighted-average common shares outstanding - basic and diluted 22,786,192 18,632,740 Basic and diluted net loss per share $ (1.26 ) $ (1.50 ) |
Summary of Outstanding Securities Excluded from Computation of Diluted Weighted Shares Outstanding | The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company’s losses coupled with the exercise price of certain of these outstanding securities being greater than the average closing price of the Company’s common stock. For the Year Ended December 31, 2018 2017 Options outstanding 3,308,049 2,448,646 RSUs 964 1,928 Warrants outstanding 4,004,304 2,379,919 Total 7,313,317 4,830,493 |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants | As of December 31, 2018 2017 Stock price CAD$12.80 CAD$12.32 Exercise price CAD$10.89 CAD$10.25 Warrant term 1.71 years 1.91 years Expected volatility 75.31 % 62.20 % Risk-free interest rate 1.80 % 1.83 % Dividend rate 0.00 % 0.00 % |
Summary of Warrants Accounted for as Liabilities and Recorded as Derivative Financial Instruments | The following table summarizes the activities of warrants that the Company accounts for as liabilities and records as derivative financial instruments for the years ended December 31, 2018 and 2017 (amounts in thousands): Year Ended December 2018 2017 Fair value of warrants at beginning of year $ 6,941 $ 2,857 Issuance of warrants 7,372 3,016 Exercise of warrants (3,012 ) (1,200 ) Fair value of previously classified equity warrants 5,049 — Fair value of previously classified liability warrants reclassified to additional paid-in capital (2,478 ) — Foreign exchange gains (872 ) — Change in fair value of warrants during the year 769 2,268 Fair value of warrants at end of year $ 13,769 $ 6,941 |
Summary of Warrant Activity | The following is a summary of warrant activity during the years ended December 31, 2018 and 2017: Number of Warrants (by currency denomination of exercise price) Weighted-Average Exercise Price CAD$ USD$ CAD$ USD$ Outstanding as of December 31, 2016 1,111,530 905,721 $ 7.30 $ 8.10 Granted 25,063 646,016 7.50 12.25 Exercised (125,088 ) (208,333 ) 6.50 7.20 Outstanding as of December 31, 2017 1,011,505 1,343,404 7.38 10.25 Granted 2,476,843 — 12.22 — Expired (22,699 ) (136,528 ) 5.00 15.00 Exercised (112,665 ) (555,556 ) 9.88 6.75 Outstanding and exercisable as of December 31, 2018 3,352,984 651,320 $ 10.89 $ 12.24 |
Warrants Outstanding and Exercisable | The following table summarizes the Company’s warrants outstanding and exercisable as of December 31, 2018: Number of Warrants Outstanding Exercise Price Expiration Date 3,795 US$10.75 June 26, 2020 1,509 US$10.75 July 17, 2020 960,699 CAD$7.50 April 18, 2019 270,915 US$12.25 December 22, 2020 171,020 US$12.25 December 28, 2020 204,081 US$12.25 December 29, 2020 2,392,285 CAD$12.25 April 21, 2021 4,004,304 |
April 2016 Offering | |
Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants | December 31, 2018 April 1, 2018 Grant Date Stock price CAD$12.80 CAD$12.87 CAD$5.45 Exercise price CAD$7.50 CAD$7.50 CAD$7.50 Warrant term 0.30 years 1.05 years 3.0 years Expected volatility 83.56 % 71.13 % 83.83 % Risk-free interest rate 1.64 % 1.60 % 0.60 % Dividend rate 0.00 % 0.00 % 0.00 % |
December 2017 Financing | |
Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants | The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the December 2017 financing using the Black-Scholes option pricing model as of the grant dates and on April 1, 2018. April 1, 2018 December 29, 2017 December 28, 2017 December 22, 2017 Stock price $ 10.11 $ 12.32 $ 12.45 $ 10.60 Exercise price $ 12.25 $ 12.25 $ 12.25 $ 12.25 Warrant term 2.7 years 3.0 years 3.0 years 3.0 years Expected volatility 65.40 % 60.24 % 60.24 % 60.24 % Risk-free interest rate 2.39 % 1.98 % 2.00 % 2.01 % Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % |
April 2018 Offering | |
Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants | The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the April 2018 Offering using the Black-Scholes option pricing model as of the date of the initial closing of the offering and the date of the closing of the over-allotment option, as well as of December 31, 2018. December 31, 2018 April 24, 2018 April 13, 2018 Stock price CAD $12.80 CAD $10.76 CAD $9.85 Exercise price CAD $12.25 CAD $12.25 CAD $12.25 Warrant term 2.28 years 3.0 years 3.0 years Expected volatility 71.99 % 64.49 % 64.20 % Risk-free interest rate 1.86 % 2.02 % 1.99 % Dividend rate 0.00 % 0.00 % 0.00 % |
Share Based Payments (Tables)
Share Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Stock Option Activity | The following is a summary of stock option activity for the year ended December 31, 2018 and 2017: Weighted Average Aggregate Exercise Price Intrinsic Value Number of Options in CAD$ in CAD$ Outstanding as of December 31, 2016 1,969,000 $ 6.00 $ 8,218 Granted 868,902 11.15 Forfeited (153,067 ) 11.45 Cancelled (62,689 ) 13.75 Exercised (1) (173,500 ) 5.15 Outstanding as of December 31, 2017 2,448,646 $ 7.35 $ 21,089 in USD$ in USD$ Granted 1,011,406 $ 10.12 Forfeited (53,503 ) 9.89 Exercised (2) (98,500 ) 3.10 Outstanding as of December 31, 2018 3,308,049 $ 7.14 $ 8,308 Exercisable as of December 31, 2018 1,918,672 $ 3.18 $ 7,616 (1) For the year ended December 31, 2017, 20,000 stock options were exercised on a cashless basis resulting in 14,095 shares being withheld in satisfaction of the exercise price. (2) For the year ended December 31, 2018, 8,500 stock options were exercised on a cashless basis resulting in 3,280 shares being withheld in satisfaction of the exercise price. |
Summary of Stock-Based Compensation Expense is Classified in Condensed Consolidated Statements of Operations and Comprehensive Loss | Stock-based compensation expense is classified in the Company’s consolidated statements of operations and comprehensive loss as follows (amounts in thousands): Year Ended December 31, 2018 2017 Research and development $ 939 $ 343 General and administrative 7,156 1,475 $ 8,095 $ 1,818 |
Employee and Director Stock Options | |
Summary of Stock Options Outstanding and Exercisable | The following table summarizes stock options outstanding and exercisable by employees and directors as of December 31, 2018: Options Outstanding Number of Remaining Number of Options Contractual L Exercise Fair Value Grant Date Options Outstanding Expiration Date (In Years) Price Post Modification (1) Fair Value Exercisable 360,000 June 18, 2019 0.46 $ 2.77 $ 6.62 $ — 360,000 80,000 June 18, 2019 0.46 $ 2.77 $ 6.62 $ — 80,000 20,000 December 8, 2019 0.94 $ 12.72 $ 2.18 $ — 20,000 80,000 December 8, 2019 0.94 $ 12.72 $ 2.18 $ — 80,000 20,000 March 16, 2020 1.21 $ 12.52 $ 2.43 $ — 20,000 150,000 October 21, 2020 1.81 $ 3.20 $ 6.57 $ — 150,000 20,000 December 31, 2020 2.00 $ 4.48 $ 5.86 $ — 20,000 595,000 July 13, 2020 1.53 $ 5.35 $ 5.18 $ — 595,000 20,000 August 8, 2020 1.60 $ 4.98 $ 5.42 $ — 20,000 617,000 April 17, 2027 8.29 $ 8.13 $ 7.54 $ — 154,250 6,146 May 18, 2027 8.37 $ 7.35 $ 4.75 $ — 4,610 10,000 May 18, 2027 8.37 $ 7.35 $ 7.65 $ — 2,500 30,000 August 8, 2027 8.60 $ 10.38 $ 7.38 $ — 7,500 25,000 April 9, 2028 9.27 $ 9.03 $ 8.01 $ — — 337,500 May 15, 2028 9.37 $ 10.99 $ 7.89 $ — 85,313 150,000 July 9, 2028 9.52 $ 9.69 $ — $ 6.83 — 75,726 August 22, 2028 9.64 $ 10.23 $ — $ 7.21 — 13,177 September 4, 2028 9.67 $ 10.19 $ — $ 7.19 — 50,000 September 10, 2028 9.69 $ 10.34 $ — $ 7.30 — 50,000 September 24, 2028 9.73 $ 9.71 $ — $ 6.79 — 1,500 October 8, 2028 9.76 $ 8.25 $ — $ 5.84 — 75,000 October 15, 2028 9.78 $ 8.75 $ — $ 6.19 — 100,000 October 22, 2028 9.80 $ 10.16 $ — $ 7.20 — 10,000 October 29, 2028 9.82 $ 9.71 $ — $ 6.87 — 20,000 November 19, 2028 9.88 $ 8.00 $ — $ 5.66 — 20,000 December 3, 2028 9.92 $ 8.66 $ — $ 6.13 — 15,000 December 17, 2028 9.96 $ 9.42 $ — $ 6.66 — 2,951,049 1,599,172 (1) Reflects fair value of modified stock options on August 8, 2018 |
Estimation Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions | The fair value of employee and director stock options granted for the years ended December 31, 2018 and 2017 had a weighted average grant date fair value of $7.78 and CAD$4.34 per option, respectively, and they were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2018 2017 Stock price $11.21 CAD$10.40 Exercise price $10.12 CAD$10.85 Expected term 6.25 years 6.25 years Expected volatility 78.99 % 90.84 % Risk-free interest rate 2.67 % 1.06 % Dividend rate 0.00 % 0.00 % |
Consultants Stock Option | |
Summary of Stock Options Outstanding and Exercisable | The following table summarizes stock options outstanding and exercisable by consultants as of December 31, 2018: Options Outstanding Number of Remaining Number of Options Contractual L Exercise Fair Value Grant Date Options Outstanding Expiration Date (In Years) Price Post Modification (1) Fair Value Exercisable 80,000 June 18, 2019 0.46 $ 2.77 $ 6.62 $ — 80,000 30,000 December 8, 2019 0.94 $ 12.72 $ 2.18 $ — 30,000 72,000 October 3, 2020 1.76 $ 5.15 $ 5.35 $ — 72,000 110,000 October 28, 2020 1.82 $ 3.18 $ 6.59 $ — 110,000 20,000 May 18, 2027 8.37 $ 7.35 $ 7.65 $ — 5,000 15,000 August 8, 2027 8.60 $ 10.38 $ 7.38 $ — 3,750 15,000 November 6, 2027 8.84 $ 16.20 $ 6.98 $ — 3,750 15,000 August 22, 2028 9.64 $ 10.23 $ — $ 8.87 15,000 357,000 319,500 (1) Reflects fair value of modified stock options on August 8, 2018 |
Estimation Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions | Stock options granted to the Company’s consultants for the years ended December 31, 2018 and 2017 had a weighted average grant date fair value of $8.87 and CAD$3.88 per share, respectively, and they were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2018 2017 Stock price $10.23 CAD$12.15 Exercise price $10.23 CAD$12.20 Option term 10 years 10 years Expected volatility 90.17 % 91.02 % Risk-free interest rate 2.82 % 1.60 % Dividend rate 0.00 % 0.00 % |
Non-employee Liability | |
Estimation Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions | The fair value of non-employee stock options previously classified as liabilities and recorded as derivative financial instruments which were subsequently reclassified to equity following the modification of stock option previously on August 8, 2018 were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions as of August 8, 2018 and December 31, 2017: August 8, 2018 December 31, 2017 Stock price CAD$12.14 CAD$15.95 Exercise price CAD$4.383 CAD$4.30 Expected life 0.93 years 1.51 years Expected volatility 73.18 % 61.58 % Risk-free interest rate 1.95 % 1.61 % Dividend rate 0.00 % 0.00 % |
Summary of Non-Employee Stock Options Accounted for As Derivative Financial Instruments | The following table summarizes non-employee stock options that had been accounted for as derivative financial instruments during the years ended December 31, 2018 and 2017 (amounts in thousands): Year Ended December 31, 2018 2017 Fair value of non-employee stock options at beginning of year $ 2,637 $ 1,617 Exercise of non-employee options (737 ) (156 ) Cancelled — (294 ) Foreign exchange gains (38 ) — Change in fair value of non-employee stock options during the year (656 ) 1,470 Reclassification to additional paid-in capital (1,206 ) — Fair value of non-employee stock options at end of year $ — $ 2,637 |
Restricted Stock Units | |
Summary of Company’s Restricted Stock Unit Activity | The following is a summary of the Company’s RSU activity for the year ended December 31, 2018 and 2017: Number of Restricted Stock Units Weighted Average Grant Date Fair Value per Unit (CAD) Outstanding as of January 1, 2017 — $ — Granted 8,097 10.00 Forfeited (3,182 ) 10.00 Vested and settled during 2017 (1) (2,987 ) 10.00 Outstanding as of December 31, 2017 1,928 $ 10.00 Vested and settled during 2018 (2) (964 ) 10.00 Outstanding as of December 31, 2018 964 $ 10.00 (1) Includes 723 RSUs withheld to satisfy required withholding taxes. (2) Includes 259 RSUs withheld to satisfy required withholding taxes. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (amounts in thousands): As of December 31, 2018 2017 Employees benefits $ 876 $ 442 Professional services 518 88 Legal expense 253 343 Advance from U.S Army — 233 Rent 98 97 Severance 66 38 Other 1 1 $ 1,812 $ 1,242 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of Net Loss (Income) for Income Tax | The components of net loss (income) are as follows (amounts in thousands): Year Ended December 31, 2018 2017 U.S. $ 29,013 $ 24,980 Non-U.S. (390 ) 3,044 $ 28,623 $ 28,024 |
Reconciliation of Income Tax Provision Computed at Statutory Rates | A reconciliation of the income tax provision computed at statutory rates to the reported income tax provision is as follows (amounts in thousands): Year Ended December 31, 2018 2017 Statutory tax rate 21.00 % 34.00 % Net loss before income taxes $ 28,623 $ 28,024 Expected income tax recovery $ (6,011 ) $ (9,528 ) Increase (decrease) in income tax recovery resulting from: Derivative liability 877 1,171 Share based payments 1,279 453 Other permanent difference (376 ) (446 ) Effect of change in statutory rate — 5,938 State deferred change — (2,050 ) Foreign income taxed at foreign rate 23 118 Increase in valuation allowance 4,208 4,344 Income tax expense $ — $ — |
Components of Deferred Income Tax Assets and Liabilities | The significant components of the Company’s deferred income tax assets and liabilities after applying enacted corporate tax rates are as follows (amounts in thousands): As of December 31, 2018 2017 Deferred income tax assets (liabilities) Operating losses carried forward $ 16,028 $ 11,382 Tax credits 1,217 1,243 Stock compensation 1,447 1,414 Other 85 530 Valuation allowance (18,777 ) (14,569 ) Net deferred income tax asset $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Related to Non-cancellable Operating Lease Commitments | As of December 31, 2018, the future minimum lease payments related to the Company’s non-cancellable operating lease commitments were as follows (amounts in thousands): For the Year Ending December 31, 2019 $ 246 2020 253 2021 260 2022 267 2023 12 $ 1,038 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Summary of Participation | The following table summarizes their participation (subscription amount in thousands): Units Purchased Subscription Amount A&B (HK) Company Ltd. 204,081 $ 2,000 Director 1 76,530 750 Director 2 51,019 500 CEO 25,510 250 CFO/COO 15,816 155 372,956 $ 3,655 |
Description of Business - Addit
Description of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | Jan. 22, 2018 | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Date of incorporation | Mar. 13, 2014 | |||
Class A common stock, par value | $ / shares | $ 0.001 | |||
Reverse stock split | 1-for-5 | |||
Reverse stock split, conversion ratio | 5 | |||
Cash | $ 25,583 | $ 5,562 | $ 2,669 | |
Net loss | 28,623 | 28,024 | ||
Accumulated deficit | $ 94,992 | $ 66,369 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | Aug. 08, 2018USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2018USD ($)Segmentshares | Jan. 01, 2019USD ($) | Dec. 31, 2018CAD ($)shares | Sep. 30, 2018shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016shares |
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Revenue from license fee | $ 478,000 | |||||||
Type of Revenue [Extensible List] | us-gaap:LicenseMember | |||||||
Refund from research and developement tax credit | $ 100,000 | $ 100,000 | ||||||
Inventory markdowns to net realizable value | $ 0 | |||||||
Number of stock options outstanding | shares | 3,308,049 | 3,308,049 | 3,308,049 | 2,448,646 | 1,969,000 | |||
Modified employee stock options outstanding fair value | $ 10,300,000 | |||||||
Reclassification of stock based compensation liability classified stock options | $ 0 | $ 0 | ||||||
Current receivables | 200,000 | 200,000 | ||||||
Non-current receivables | 294,000 | 294,000 | ||||||
Contract assets | 0 | 0 | ||||||
Contract liabilities | 0 | $ 0 | ||||||
Number of operating segment | Segment | 1 | |||||||
Number of reportable segment | Segment | 1 | |||||||
Derivative financial instruments | 13,769,000 | $ 13,769,000 | $ 9,578,000 | |||||
Accounting Standards Update 2016-02 | Subsequent Event | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Lease liability and right of use asset recognized | $ 700,000 | |||||||
Employee and Non-employee Stock Options | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Number of stock options outstanding | shares | 2,741,146 | |||||||
Non-employee Stock Options | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Derivative financial instruments | 0 | $ 0 | ||||||
Minimum | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Effective income tax rate | 50.00% | |||||||
Leasehold Improvements | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Estimated useful life | 5 years | |||||||
Furniture and Fixtures | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Estimated useful life | 7 years | |||||||
Computer Software and Hardware | Minimum | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Estimated useful life | 3 years | |||||||
Computer Software and Hardware | Maximum | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Estimated useful life | 5 years | |||||||
Equipment | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Estimated useful life | 15 years | |||||||
Strategic Alliance Agreement | Heuro Canada Inc. | HealthTech Connex, Inc. | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Revenue from license fee | $ 500,000 | |||||||
Type of Revenue [Extensible List] | us-gaap:LicenseMember | |||||||
Consideration for license | $ 750,000 | |||||||
License consideration first annual installment | 250,000 | |||||||
License consideration second annual installment | 250,000 | |||||||
License consideration third annual installment | $ 250,000 | |||||||
License Fees | Strategic Alliance Agreement | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Revenue from license fee | $ 500,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 630 | $ 190 |
Less accumulated depreciation | (76) | (17) |
Property and equipment, net | 554 | 173 |
Leasehold Improvement | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 182 | 173 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 185 | |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 219 | |
Computer Hardware and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 44 | $ 17 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Derivative Financial Instruments (Details) - Fair Value, Measurements, Recurring - Black Scholes Model - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Liabilities: | ||
Fair value, liabilities | $ 9,578 | |
Warrants | ||
Liabilities: | ||
Fair value, liabilities | $ 13,769 | 6,941 |
Non-employee Stock Options | ||
Liabilities: | ||
Fair value, liabilities | 2,637 | |
Non-current Receivable | ||
Assets: | ||
Fair value, assets | 294 | |
Level 3 | ||
Liabilities: | ||
Fair value, liabilities | 9,578 | |
Level 3 | Warrants | ||
Liabilities: | ||
Fair value, liabilities | 13,769 | 6,941 |
Level 3 | Non-employee Stock Options | ||
Liabilities: | ||
Fair value, liabilities | $ 2,637 | |
Level 3 | Non-current Receivable | ||
Assets: | ||
Fair value, assets | $ 294 |
Significant Accounting Polici_7
Significant Accounting Policies - Summary of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator | ||
Net loss | $ (28,623) | $ (28,024) |
Denominator | ||
Weighted-average common shares outstanding - basic and diluted | 22,786,192 | 18,632,740 |
Basic and diluted net loss per share | $ (1.26) | $ (1.50) |
Significant Accounting Polici_8
Significant Accounting Policies - Summary of Outstanding Securities Excluded from Computation of Diluted Weighted Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted loss per share | 7,313,317 | 4,830,493 |
Options Outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted loss per share | 3,308,049 | 2,448,646 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted loss per share | 964 | 1,928 |
Warrants Outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted loss per share | 4,004,304 | 2,379,919 |
Common Stock and Warrants - Add
Common Stock and Warrants - Additional Information (Details) $ / shares in Units, $ / shares in Units, $ in Millions | Dec. 31, 2018CAD ($)shares | Nov. 30, 2018USD ($)$ / sharesshares | Nov. 19, 2018USD ($)$ / sharesshares | Apr. 24, 2018USD ($)$ / shares | Apr. 24, 2018USD ($)$ / sharesshares | Apr. 13, 2018USD ($)$ / sharesshares | Apr. 02, 2018USD ($) | Apr. 01, 2018USD ($) | Dec. 29, 2017USD ($)shares | Dec. 28, 2017USD ($)shares | Dec. 22, 2017USD ($)shares | Jun. 28, 2017USD ($)shares | Feb. 16, 2017USD ($)shares | May 02, 2016USD ($)shares | May 02, 2016$ / sharesshares | Apr. 18, 2016USD ($)shares | Apr. 18, 2016$ / sharesshares | Dec. 31, 2017USD ($)Tranche$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)Tranche$ / sharesshares | Apr. 13, 2018$ / sharesshares |
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | shares | 150,000,000 | ||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||
Preferred stock, shares authorized | shares | 0 | 10,000,000 | 0 | ||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Common share, voting rights | one vote per share | ||||||||||||||||||||
Common share, dividends declared | $ 0 | ||||||||||||||||||||
Share issuance cost and commission paid | 3,161,000 | $ 1,248,000 | |||||||||||||||||||
Gian (loss) change in fair value of derivative financial instruments | (3,577,000) | (3,443,000) | |||||||||||||||||||
Gross proceeds from issuance of common stock | $ 38,526,000 | $ 20,878,000 | |||||||||||||||||||
Class of warrants exercised | shares | 70,900 | ||||||||||||||||||||
Proceeds received from exercise of outstanding warrants | $ 0.9 | ||||||||||||||||||||
Derivative Financial Instruments Liabilities | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Fair value of warrants | $ 2,500,000 | ||||||||||||||||||||
Warrants Expiration Date, April 18, 2019 | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 12.25 | ||||||||||||||||||||
Warrants expiration date | Dec. 28, 2020 | ||||||||||||||||||||
April 2016 Offering | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Proceeds from issuance of units | $ 7,200,000 | ||||||||||||||||||||
Price per share | $ / shares | $ 5 | ||||||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 7.50 | ||||||||||||||||||||
Warrants expiration date | Apr. 18, 2019 | ||||||||||||||||||||
Number of common stock converted by each warrant | shares | 1 | ||||||||||||||||||||
Share issuance cost and commission paid | $ 300,000 | ||||||||||||||||||||
Options exercisable to purchase units | shares | 87,210 | ||||||||||||||||||||
Options exercise price per unit | $ / shares | $ 5 | ||||||||||||||||||||
Offering expiration period | 24 months | ||||||||||||||||||||
Other cash issuance costs related to offering | $ 1,100,000 | ||||||||||||||||||||
Gian (loss) change in fair value of derivative financial instruments | $ (3,300,000) | ||||||||||||||||||||
Increase in derivative financial instruments | 4,700,000 | ||||||||||||||||||||
Reduction in additional paid in capital | $ 1,400,000 | ||||||||||||||||||||
April 2016 Offering | Warrants Expiration Date, April 18, 2019 | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Description of units issued | Each Unit consists of one share of common stock in the capital of the Company (a “Common Share’) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). | ||||||||||||||||||||
Over-Allotment Option | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Proceeds from issuance of units | $ 8,100,000 | ||||||||||||||||||||
Price per share | (per share) | $ 8.25 | $ 7.47 | $ 7.47 | $ 5 | |||||||||||||||||
Warrants expiration date | Apr. 18, 2019 | ||||||||||||||||||||
Number of common stock converted by each warrant | shares | 1 | ||||||||||||||||||||
Share issuance cost and commission paid | $ 100,000 | ||||||||||||||||||||
Options exercisable to purchase units | shares | 13,081 | ||||||||||||||||||||
Options exercise price per unit | $ / shares | $ 5 | ||||||||||||||||||||
Offering expiration period | 24 months | ||||||||||||||||||||
Number of shares issued in transaction | shares | 218,025 | ||||||||||||||||||||
Gross proceeds from issuance of units | $ 900,000 | ||||||||||||||||||||
Gross proceeds from issuance of common stock | $ 2,600,000 | $ 2,400,000 | |||||||||||||||||||
Over-Allotment Option | Common Stock | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Issuance of common stock in public offering | shares | 318,182 | 321,285 | |||||||||||||||||||
Over-Allotment Option | Warrants Expiration Date, April 18, 2019 | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Description of units issued | Each over-allotment warrant entitles the holder thereof to acquire one additional over-allotment Common Share at an exercise price of CAD$7.50 on or before April 18, 2019 | ||||||||||||||||||||
Short Form Prospectus Offering in Canada and U.S. Private Placement and Over-Allotment Option | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Gian (loss) change in fair value of derivative financial instruments | $ 100,000 | ||||||||||||||||||||
Public Offering | Common Stock | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Share issuance cost and commission paid | $ 1,200,000 | ||||||||||||||||||||
Issuance of common stock in public offering | shares | 1,311,000 | ||||||||||||||||||||
Gross proceeds from issuance of common stock | $ 9,200,000 | ||||||||||||||||||||
Private Placement | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Proceeds from issuance of units | $ 3,655,000 | ||||||||||||||||||||
Number of shares issued in transaction | shares | 372,956 | ||||||||||||||||||||
Private Placement | Common Stock | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Proceeds from issuance of units | $ 5,400,000 | ||||||||||||||||||||
Share issuance cost and commission paid | $ 9,000 | ||||||||||||||||||||
Number of shares issued in transaction | shares | 800,000 | ||||||||||||||||||||
December 2017 Financing | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Proceeds from issuance of units | $ 6,300,000 | ||||||||||||||||||||
Price per share | $ / shares | $ 9.80 | $ 9.80 | |||||||||||||||||||
Description of units issued | Each unit consisted of one share of common stock and one share purchase warrant, and was sold at a price of $9.80 per unit. | ||||||||||||||||||||
Number of common stock converted by each warrant | shares | 1 | 1 | |||||||||||||||||||
Share issuance cost and commission paid | $ 100,000 | ||||||||||||||||||||
Options exercise price per unit | $ / shares | $ 12.25 | ||||||||||||||||||||
Offering expiration period | 36 months | ||||||||||||||||||||
Number of shares issued in transaction | shares | 646,016 | ||||||||||||||||||||
Number of tranches | Tranche | 3 | 3 | |||||||||||||||||||
December 2017 Financing | Tranche One | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Proceeds from issuance of units | $ 2,600,000 | ||||||||||||||||||||
Number of shares issued in transaction | shares | 270,915 | ||||||||||||||||||||
December 2017 Financing | Tranche Two | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Proceeds from issuance of units | $ 1,700,000 | ||||||||||||||||||||
Number of shares issued in transaction | shares | 171,020 | ||||||||||||||||||||
December 2017 Financing | Tranche Three | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Proceeds from issuance of units | $ 2,000,000 | ||||||||||||||||||||
Number of shares issued in transaction | shares | 204,081 | ||||||||||||||||||||
April 2018 Offering | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Price per share | $ / shares | $ 7.47 | ||||||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 12.25 | ||||||||||||||||||||
Warrants expiration date | Apr. 10, 2021 | ||||||||||||||||||||
Number of common stock converted by each warrant | shares | 1 | 1 | |||||||||||||||||||
Gross proceeds from issuance of common stock | $ 16,000,000 | ||||||||||||||||||||
Warrants to purchase number of common stock, shares | shares | 2,141,900 | 2,141,900 | |||||||||||||||||||
Underwriting discounts and commissions paid | $ 1,100,000 | ||||||||||||||||||||
Offering expenses incurred | 1,000,000 | ||||||||||||||||||||
Net proceeds from offering | 16,300,000 | ||||||||||||||||||||
Underwriting Discounts And Offering Expenses | $ 800,000 | ||||||||||||||||||||
Fair value of warrants at issuance | $ 7,400,000 | ||||||||||||||||||||
April 2018 Offering | Common Stock | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Issuance of common stock in public offering | shares | 2,141,900 | ||||||||||||||||||||
November 2018 Offering | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Price per share | $ / shares | $ 8.25 | ||||||||||||||||||||
Gross proceeds from issuance of common stock | $ 17,500,000 | ||||||||||||||||||||
Underwriting discounts and commissions paid | $ 1,200,000 | ||||||||||||||||||||
Offering expenses incurred | 700,000 | ||||||||||||||||||||
Net proceeds from offering | $ 18,300,000 | ||||||||||||||||||||
Accrued share issuance cost | $ 100,000 | ||||||||||||||||||||
November 2018 Offering | Common Stock | |||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||
Issuance of common stock in public offering | shares | 2,121,212 |
Common Stock and Warrants - Sum
Common Stock and Warrants - Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants (Details) | Dec. 31, 2018$ / shares | Apr. 24, 2018$ / shares | Apr. 13, 2018$ / shares | Apr. 01, 2018$ / shares | Apr. 01, 2018$ / shares | Dec. 31, 2017$ / shares | Dec. 29, 2017$ / shares | Dec. 28, 2017$ / shares | Dec. 22, 2017$ / shares | Apr. 18, 2016$ / shares |
April 2016 Offering | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Exercise price | $ 7.50 | |||||||||
April 2018 Offering | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Exercise price | $ 12.25 | |||||||||
Warrants Granted | April 2016 Offering | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Stock price | $ 12.80 | $ 12.87 | 5.45 | |||||||
Exercise price | $ 7.50 | $ 7.50 | $ 7.50 | |||||||
Warrants and Rights Outstanding, Type [Extensible List] | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | ||||||
Warrants Granted | December 2017 Financing | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Stock price | $ 10.11 | $ 12.32 | $ 12.45 | $ 10.60 | ||||||
Exercise price | $ 12.25 | $ 12.25 | $ 12.25 | $ 12.25 | ||||||
Warrants and Rights Outstanding, Type [Extensible List] | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | |||||
Warrants Granted | April 2018 Offering | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Stock price | $ 12.80 | $ 10.76 | 9.85 | |||||||
Exercise price | $ 12.25 | $ 12.25 | $ 12.25 | |||||||
Warrants and Rights Outstanding, Type [Extensible List] | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | |||||||
Warrants | Derivative Financial Instruments Liabilities | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Stock price | $ 12.80 | $ 12.32 | ||||||||
Exercise price | $ 10.89 | $ 10.25 | ||||||||
Warrants and Rights Outstanding, Type [Extensible List] | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | ||||||||
Warrant Term | Warrants Granted | April 2016 Offering | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, term | 3 months 18 days | 1 year 18 days | 1 year 18 days | 3 years | ||||||
Warrant Term | Warrants Granted | December 2017 Financing | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, term | 2 years 8 months 12 days | 2 years 8 months 12 days | 3 years | 3 years | 3 years | |||||
Warrant Term | Warrants Granted | April 2018 Offering | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, term | 2 years 3 months 10 days | 3 years | 3 years | |||||||
Warrant Term | Warrants | Derivative Financial Instruments Liabilities | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, term | 1 year 8 months 15 days | 1 year 10 months 28 days | ||||||||
Expected Volatility | Warrants Granted | April 2016 Offering | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, measurement input | 83.56 | 71.13 | 71.13 | 83.83 | ||||||
Expected Volatility | Warrants Granted | December 2017 Financing | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, measurement input | 65.40 | 65.40 | 60.24 | 60.24 | 60.24 | |||||
Expected Volatility | Warrants Granted | April 2018 Offering | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, measurement input | 71.99 | 64.49 | 64.20 | |||||||
Expected Volatility | Warrants | Derivative Financial Instruments Liabilities | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, measurement input | 75.31 | 62.20 | ||||||||
Risk-Free Interest Rate | Warrants Granted | April 2016 Offering | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, measurement input | 1.64 | 1.60 | 1.60 | 0.60 | ||||||
Risk-Free Interest Rate | Warrants Granted | December 2017 Financing | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, measurement input | 2.39 | 2.39 | 1.98 | 2 | 2.01 | |||||
Risk-Free Interest Rate | Warrants Granted | April 2018 Offering | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, measurement input | 1.86 | 2.02 | 1.99 | |||||||
Risk-Free Interest Rate | Warrants | Derivative Financial Instruments Liabilities | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, measurement input | 1.80 | 1.83 | ||||||||
Dividend Rate | Warrants Granted | April 2016 Offering | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, measurement input | 0 | 0 | 0 | 0 | ||||||
Dividend Rate | Warrants Granted | December 2017 Financing | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, measurement input | 0 | 0 | 0 | 0 | 0 | |||||
Dividend Rate | Warrants Granted | April 2018 Offering | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, measurement input | 0 | 0 | 0 | |||||||
Dividend Rate | Warrants | Derivative Financial Instruments Liabilities | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Weighted average assumptions, measurement input | 0 | 0 |
Common Stock and Warrants - S_2
Common Stock and Warrants - Summary of Warrants Accounted for as Liabilities and Recorded as Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||
Fair value of warrants at beginning of year | $ 6,941 | $ 2,857 |
Issuance of warrants | 7,372 | 3,016 |
Exercise of warrants | (3,012) | (1,200) |
Fair value of previously classified equity warrants | 5,049 | |
Fair value of previously classified liability warrants reclassified to additional paid-in capital | (2,478) | |
Foreign exchange gains | (872) | |
Change in fair value of warrants during the year | 769 | 2,268 |
Fair value of warrants at end of year | $ 13,769 | $ 6,941 |
Common Stock and Warrants - S_3
Common Stock and Warrants - Summary of Warrant Activity (Details) | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2017$ / sharesshares |
Class Of Warrant Or Right [Line Items] | ||||||
Number of Warrants, Exercised | (70,900) | (70,900) | ||||
Number of Warrants, Outstanding | 4,004,304 | 4,004,304 | 4,004,304 | 4,004,304 | ||
CAD | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Number of Warrants, Outstanding | 1,011,505 | 1,011,505 | 1,111,530 | 1,111,530 | ||
Number of Warrants, Granted | 2,476,843 | 2,476,843 | 25,063 | 25,063 | ||
Number of Warrants, Expired | (22,699) | (22,699) | ||||
Number of Warrants, Exercised | (112,665) | (112,665) | (125,088) | (125,088) | ||
Number of Warrants, Outstanding | 1,011,505 | 1,011,505 | ||||
Number of Warrants, Outstanding and exercisable | 3,352,984 | 3,352,984 | 3,352,984 | 3,352,984 | ||
Weighted-Average Exercise Price, Outstanding | $ / shares | $ 7.38 | $ 7.30 | ||||
Weighted-Average Exercise Price, Granted | $ / shares | 12.22 | 7.50 | ||||
Weighted-Average Exercise Price, Expired | $ / shares | 5 | |||||
Weighted-Average Exercise Price, Exercised | $ / shares | 9.88 | 6.50 | ||||
Weighted-Average Exercise Price, Outstanding | $ / shares | $ 7.38 | |||||
Weighted-Average Exercise Price, Outstanding and exercisable | $ / shares | $ 10.89 | $ 10.89 | ||||
USD | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Number of Warrants, Outstanding | 1,343,404 | 1,343,404 | 905,721 | 905,721 | ||
Number of Warrants, Granted | 646,016 | 646,016 | ||||
Number of Warrants, Expired | (136,528) | (136,528) | ||||
Number of Warrants, Exercised | (555,556) | (555,556) | (208,333) | (208,333) | ||
Number of Warrants, Outstanding | 1,343,404 | 1,343,404 | ||||
Number of Warrants, Outstanding and exercisable | 651,320 | 651,320 | 651,320 | 651,320 | ||
Weighted-Average Exercise Price, Outstanding | $ / shares | $ 10.25 | $ 8.10 | ||||
Weighted-Average Exercise Price, Granted | $ / shares | 12.25 | |||||
Weighted-Average Exercise Price, Expired | $ / shares | 15 | |||||
Weighted-Average Exercise Price, Exercised | $ / shares | 6.75 | 7.20 | ||||
Weighted-Average Exercise Price, Outstanding | $ / shares | $ 10.25 | |||||
Weighted-Average Exercise Price, Outstanding and exercisable | $ / shares | $ 12.24 | $ 12.24 |
Common Stock and Warrants - War
Common Stock and Warrants - Warrants Outstanding and Exercisable (Details) | 12 Months Ended | |
Dec. 31, 2018$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding | 4,004,304 | 4,004,304 |
Warrants Expiration Date, June 26, 2020 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding | 3,795 | 3,795 |
Exercise price | $ / shares | $ 10.75 | |
Expiration Date | Jun. 26, 2020 | |
Warrants Expiration Date, July 17, 2020 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding | 1,509 | 1,509 |
Exercise price | $ / shares | $ 10.75 | |
Expiration Date | Jul. 17, 2020 | |
Warrants Expiration Date, April 18, 2019 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding | 960,699 | 960,699 |
Exercise price | $ / shares | $ 7.50 | |
Expiration Date | Apr. 18, 2019 | |
Warrants Expiration Date, December 22, 2020 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding | 270,915 | 270,915 |
Exercise price | $ / shares | $ 12.25 | |
Expiration Date | Dec. 22, 2020 | |
Warrants Expiration Date, December 28, 2020 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding | 171,020 | 171,020 |
Exercise price | $ / shares | $ 12.25 | |
Expiration Date | Dec. 28, 2020 | |
Warrants Expiration Date, December 29, 2020 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding | 204,081 | 204,081 |
Exercise price | $ / shares | $ 12.25 | |
Expiration Date | Dec. 29, 2020 | |
Warrants Expiration Date, April 21, 2021 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding | 2,392,285 | 2,392,285 |
Exercise price | $ / shares | $ 12.25 | |
Expiration Date | Apr. 21, 2021 |
Share Based Payments - Addition
Share Based Payments - Additional Information (Details) $ / shares in Units, $ in Millions | Aug. 08, 2018USD ($) | Apr. 01, 2018USD ($) | Dec. 31, 2017shares | Jun. 30, 2017 | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017$ / sharesshares | May 15, 2018shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock shares available for issuance | 3,000,000 | ||||||
Number of stock option issued | 1,011,406 | 868,902 | |||||
Stock option forfeited | 53,503 | 153,067 | |||||
Fair value of options recorded in stock based compensation liability | $ | $ 10 | ||||||
Reclassification of equity-classified stock options to stock-based compensation liability due to change in functional currency | $ | $ 4.2 | ||||||
Reduction to stock-based compensation liability | $ | $ 0.3 | ||||||
Reclassified from liability to equity | $ | $ 10.3 | ||||||
Weighted average exercise price | (per share) | $ 10.12 | $ 11.15 | |||||
Employee and Director Stock Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of stock option issued | 996,406 | 673,902 | |||||
Stock option forfeited | 53,503 | ||||||
Unrecognized compensation cost related to non-vested stock options outstanding | $ | $ 8.3 | ||||||
Weighted-average remaining vesting period | 3 years | ||||||
Weighted average exercise price | (per share) | $ 10.12 | $ 10.87 | |||||
Weighted average grant date fair value | (per share) | $ 7.78 | $ 4.34 | |||||
Consultants Stock Option | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of stock option issued | 15,000 | 195,000 | |||||
Unrecognized compensation cost related to non-vested stock options outstanding | $ | $ 0.1 | ||||||
Weighted-average remaining vesting period | 2 years 7 months 6 days | ||||||
Weighted average exercise price | (per share) | $ 10.23 | $ 12.20 | |||||
Weighted average grant date fair value | (per share) | $ 8.87 | $ 3.88 | |||||
2018 Omnibus Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock shares authorized and approved to issue under plan | 5,356,114 | ||||||
Common stock remaining available for grant | 4,775,711 | ||||||
2016 Omnibus Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock shares available for issuance | 2,356,114 | ||||||
2016 Omnibus Incentive Plan | Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Aggregate amount of stock excess award | 60,000 | ||||||
2016 Omnibus Incentive Plan | Restricted Stock Units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Vesting percentage | 25.00% |
Share Based Payments - Summary
Share Based Payments - Summary of Stock Option Activity (Details) $ / shares in Units, $ / shares in Units, $ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018CAD ($)$ / sharesshares | Dec. 31, 2017CAD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Number of Stock Options, Beginning balance outstanding | 2,448,646 | 2,448,646 | 1,969,000 |
Number of Stock Options, Granted | 1,011,406 | 1,011,406 | 868,902 |
Number of Stock Options, Forfeited | (53,503) | (53,503) | (153,067) |
Number of Stock Options, Cancelled | (62,689) | ||
Number of Stock Options, Exercised | (98,500) | (98,500) | (173,500) |
Number of Stock Options, Ending balance outstanding | 3,308,049 | 3,308,049 | 2,448,646 |
Number of Stock Options, Exercisable | 1,918,672 | ||
Weighted Average Exercise Price, Beginning balance outstanding | $ / shares | $ 7.35 | $ 6 | |
Weighted Average Exercise Price, Granted | (per share) | $ 10.12 | 11.15 | |
Weighted Average Exercise Price, Forfeited | (per share) | 9.89 | 11.45 | |
Weighted Average Exercise Price, Cancelled | $ / shares | 13.75 | ||
Weighted Average Exercise Price, Exercised | (per share) | 3.10 | 5.15 | |
Weighted Average Exercise Price, Ending balance outstanding | (per share) | 7.14 | $ 7.35 | |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 3.18 | ||
Aggregate Intrinsic Value, Beginning balance outstanding | $ | $ 21,089 | $ 8,218 | |
Aggregate Intrinsic Value, Ending balance outstanding | $ 8,308 | $ 21,089 | |
Aggregate Intrinsic Value, Exercisable | $ | $ 7,616 |
Share Based Payments - Summar_2
Share Based Payments - Summary of Stock Option Activity (Parenthetical) (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Stock options exercised on cashless basis | 8,500 | 20,000 |
Number of shares withheld | 3,280 | 14,095 |
Share Based Payments - Summar_3
Share Based Payments - Summary of Stock Options Outstanding and Exercisable (Details) | 12 Months Ended | ||
Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 3,308,049 | 2,448,646 | 1,969,000 |
Exercise Price | (per share) | $ 7.14 | $ 7.35 | $ 6 |
Number of Options Exercisable | shares | 1,918,672 | ||
Employee and Director Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 2,951,049 | ||
Grant Date Fair Value | (per share) | $ 7.78 | 4.34 | |
Number of Options Exercisable | shares | 1,599,172 | ||
Employee and Director Stock Options | Option One | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 360,000 | ||
Expiration Date | Jun. 18, 2019 | ||
Options Outstanding Remaining Contractual Life (In Years) | 5 months 15 days | ||
Exercise Price | $ 2.77 | ||
Fair Value Post Modification | $ 6.62 | ||
Number of Options Exercisable | shares | 360,000 | ||
Employee and Director Stock Options | Option Two | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 80,000 | ||
Expiration Date | Jun. 18, 2019 | ||
Options Outstanding Remaining Contractual Life (In Years) | 5 months 15 days | ||
Exercise Price | $ 2.77 | ||
Fair Value Post Modification | $ 6.62 | ||
Number of Options Exercisable | shares | 80,000 | ||
Employee and Director Stock Options | Option Three | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 20,000 | ||
Expiration Date | Dec. 8, 2019 | ||
Options Outstanding Remaining Contractual Life (In Years) | 11 months 8 days | ||
Exercise Price | $ 12.72 | ||
Fair Value Post Modification | $ 2.18 | ||
Number of Options Exercisable | shares | 20,000 | ||
Employee and Director Stock Options | Option Four | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 80,000 | ||
Expiration Date | Dec. 8, 2019 | ||
Options Outstanding Remaining Contractual Life (In Years) | 11 months 8 days | ||
Exercise Price | $ 12.72 | ||
Fair Value Post Modification | $ 2.18 | ||
Number of Options Exercisable | shares | 80,000 | ||
Employee and Director Stock Options | Option Five | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 20,000 | ||
Expiration Date | Mar. 16, 2020 | ||
Options Outstanding Remaining Contractual Life (In Years) | 1 year 2 months 15 days | ||
Exercise Price | $ 12.52 | ||
Fair Value Post Modification | $ 2.43 | ||
Number of Options Exercisable | shares | 20,000 | ||
Employee and Director Stock Options | Option Six | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 150,000 | ||
Expiration Date | Oct. 21, 2020 | ||
Options Outstanding Remaining Contractual Life (In Years) | 1 year 9 months 21 days | ||
Exercise Price | $ 3.20 | ||
Fair Value Post Modification | $ 6.57 | ||
Number of Options Exercisable | shares | 150,000 | ||
Employee and Director Stock Options | Option Seven | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 20,000 | ||
Expiration Date | Dec. 31, 2020 | ||
Options Outstanding Remaining Contractual Life (In Years) | 2 years | ||
Exercise Price | $ 4.48 | ||
Fair Value Post Modification | $ 5.86 | ||
Number of Options Exercisable | shares | 20,000 | ||
Employee and Director Stock Options | Option Eight | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 595,000 | ||
Expiration Date | Jul. 13, 2020 | ||
Options Outstanding Remaining Contractual Life (In Years) | 1 year 6 months 10 days | ||
Exercise Price | $ 5.35 | ||
Fair Value Post Modification | $ 5.18 | ||
Number of Options Exercisable | shares | 595,000 | ||
Employee and Director Stock Options | Option Nine | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 20,000 | ||
Expiration Date | Aug. 8, 2020 | ||
Options Outstanding Remaining Contractual Life (In Years) | 1 year 7 months 6 days | ||
Exercise Price | $ 4.98 | ||
Fair Value Post Modification | $ 5.42 | ||
Number of Options Exercisable | shares | 20,000 | ||
Employee and Director Stock Options | Option Ten | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 617,000 | ||
Expiration Date | Apr. 17, 2027 | ||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 3 months 14 days | ||
Exercise Price | $ 8.13 | ||
Fair Value Post Modification | $ 7.54 | ||
Number of Options Exercisable | shares | 154,250 | ||
Employee and Director Stock Options | Option Eleven | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 6,146 | ||
Expiration Date | May 18, 2027 | ||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 4 months 13 days | ||
Exercise Price | $ 7.35 | ||
Fair Value Post Modification | $ 4.75 | ||
Number of Options Exercisable | shares | 4,610 | ||
Employee and Director Stock Options | Option Twelve | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 10,000 | ||
Expiration Date | May 18, 2027 | ||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 4 months 13 days | ||
Exercise Price | $ 7.35 | ||
Fair Value Post Modification | $ 7.65 | ||
Number of Options Exercisable | shares | 2,500 | ||
Employee and Director Stock Options | Option Thirteen | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 30,000 | ||
Expiration Date | Aug. 8, 2027 | ||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 7 months 6 days | ||
Exercise Price | $ 10.38 | ||
Fair Value Post Modification | $ 7.38 | ||
Number of Options Exercisable | shares | 7,500 | ||
Employee and Director Stock Options | Option Fourteen | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 25,000 | ||
Expiration Date | Apr. 9, 2028 | ||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 3 months 7 days | ||
Exercise Price | $ 9.03 | ||
Fair Value Post Modification | $ 8.01 | ||
Employee and Director Stock Options | Option Fifteen | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 337,500 | ||
Expiration Date | May 15, 2028 | ||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 4 months 13 days | ||
Exercise Price | $ 10.99 | ||
Fair Value Post Modification | $ 7.89 | ||
Number of Options Exercisable | shares | 85,313 | ||
Employee and Director Stock Options | Option Sixteen | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 150,000 | ||
Expiration Date | Jul. 9, 2028 | ||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 6 months 7 days | ||
Exercise Price | $ 9.69 | ||
Grant Date Fair Value | $ 6.83 | ||
Employee and Director Stock Options | Options Seventeen | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 75,726 | ||
Expiration Date | Aug. 22, 2028 | ||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 7 months 20 days | ||
Exercise Price | $ 10.23 | ||
Grant Date Fair Value | $ 7.21 | ||
Employee and Director Stock Options | Option Eighteen | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 13,177 | ||
Expiration Date | Sep. 4, 2028 | ||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 8 months 1 day | ||
Exercise Price | $ 10.19 | ||
Grant Date Fair Value | $ 7.19 | ||
Employee and Director Stock Options | Option Nineteen | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 50,000 | ||
Expiration Date | Sep. 10, 2028 | ||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 8 months 8 days | ||
Exercise Price | $ 10.34 | ||
Grant Date Fair Value | $ 7.30 | ||
Employee and Director Stock Options | Option Twenty | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 50,000 | ||
Expiration Date | Sep. 24, 2028 | ||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 8 months 23 days | ||
Exercise Price | $ 9.71 | ||
Grant Date Fair Value | $ 6.79 | ||
Employee and Director Stock Options | Option Twenty One | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 1,500 | ||
Expiration Date | Oct. 8, 2028 | ||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 9 months 3 days | ||
Exercise Price | $ 8.25 | ||
Grant Date Fair Value | $ 5.84 | ||
Employee and Director Stock Options | Option Twenty Two | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 75,000 | ||
Expiration Date | Oct. 15, 2028 | ||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 9 months 10 days | ||
Exercise Price | $ 8.75 | ||
Grant Date Fair Value | $ 6.19 | ||
Employee and Director Stock Options | Option Twenty Three | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 100,000 | ||
Expiration Date | Oct. 22, 2028 | ||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 9 months 18 days | ||
Exercise Price | $ 10.16 | ||
Grant Date Fair Value | $ 7.20 | ||
Employee and Director Stock Options | Option Twenty Four | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 10,000 | ||
Expiration Date | Oct. 29, 2028 | ||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 9 months 25 days | ||
Exercise Price | $ 9.71 | ||
Grant Date Fair Value | $ 6.87 | ||
Employee and Director Stock Options | Option Twenty Five | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 20,000 | ||
Expiration Date | Nov. 19, 2028 | ||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 10 months 17 days | ||
Exercise Price | $ 8 | ||
Grant Date Fair Value | $ 5.66 | ||
Employee and Director Stock Options | Option Twenty Six | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 20,000 | ||
Expiration Date | Dec. 3, 2028 | ||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 11 months 1 day | ||
Exercise Price | $ 8.66 | ||
Grant Date Fair Value | $ 6.13 | ||
Employee and Director Stock Options | Option Twenty Seven | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 15,000 | ||
Expiration Date | Dec. 17, 2028 | ||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 11 months 15 days | ||
Exercise Price | $ 9.42 | ||
Grant Date Fair Value | $ 6.66 | ||
Consultants Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 357,000 | ||
Grant Date Fair Value | (per share) | $ 8.87 | $ 3.88 | |
Number of Options Exercisable | shares | 319,500 | ||
Consultants Stock Option | Option One | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 80,000 | ||
Expiration Date | Jun. 18, 2019 | ||
Options Outstanding Remaining Contractual Life (In Years) | 5 months 15 days | ||
Exercise Price | $ 2.77 | ||
Fair Value Post Modification | $ 6.62 | ||
Number of Options Exercisable | shares | 80,000 | ||
Consultants Stock Option | Option Two | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 30,000 | ||
Expiration Date | Dec. 8, 2019 | ||
Options Outstanding Remaining Contractual Life (In Years) | 11 months 8 days | ||
Exercise Price | $ 12.72 | ||
Fair Value Post Modification | $ 2.18 | ||
Number of Options Exercisable | shares | 30,000 | ||
Consultants Stock Option | Option Three | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 72,000 | ||
Expiration Date | Oct. 3, 2020 | ||
Options Outstanding Remaining Contractual Life (In Years) | 1 year 9 months 3 days | ||
Exercise Price | $ 5.15 | ||
Fair Value Post Modification | $ 5.35 | ||
Number of Options Exercisable | shares | 72,000 | ||
Consultants Stock Option | Option Four | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 110,000 | ||
Expiration Date | Oct. 28, 2020 | ||
Options Outstanding Remaining Contractual Life (In Years) | 1 year 9 months 25 days | ||
Exercise Price | $ 3.18 | ||
Fair Value Post Modification | $ 6.59 | ||
Number of Options Exercisable | shares | 110,000 | ||
Consultants Stock Option | Option Five | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 20,000 | ||
Expiration Date | May 18, 2027 | ||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 4 months 13 days | ||
Exercise Price | $ 7.35 | ||
Fair Value Post Modification | $ 7.65 | ||
Number of Options Exercisable | shares | 5,000 | ||
Consultants Stock Option | Option Six | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 15,000 | ||
Expiration Date | Aug. 8, 2027 | ||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 7 months 6 days | ||
Exercise Price | $ 10.38 | ||
Fair Value Post Modification | $ 7.38 | ||
Number of Options Exercisable | shares | 3,750 | ||
Consultants Stock Option | Option Seven | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 15,000 | ||
Expiration Date | Nov. 6, 2027 | ||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 10 months 2 days | ||
Exercise Price | $ 16.20 | ||
Fair Value Post Modification | $ 6.98 | ||
Number of Options Exercisable | shares | 3,750 | ||
Consultants Stock Option | Option Eight | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding | shares | 15,000 | ||
Expiration Date | Aug. 22, 2028 | ||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 7 months 20 days | ||
Exercise Price | $ 10.23 | ||
Grant Date Fair Value | $ 8.87 | ||
Number of Options Exercisable | shares | 15,000 |
Share Based Payments - Schedule
Share Based Payments - Schedule of Fair Value of Employee and Director Stock Options Granted Estimated Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions (Details) - Employee and Director Stock Options | 12 Months Ended | |
Dec. 31, 2018$ / shares | Dec. 31, 2017$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock price | (per share) | $ 11.21 | $ 10.40 |
Exercise price | (per share) | $ 10.12 | $ 10.85 |
Expected term | 6 years 3 months | 6 years 3 months |
Expected volatility | 78.99% | 90.84% |
Risk-free interest rate | 2.67% | 1.06% |
Dividend rate | 0.00% | 0.00% |
Share Based Payments - Schedu_2
Share Based Payments - Schedule of Fair Value of Consultants Stock Options Granted Estimated Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions (Details) - Consultants Stock Option | 12 Months Ended | |
Dec. 31, 2018$ / shares | Dec. 31, 2017$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock price | (per share) | $ 10.23 | $ 12.15 |
Exercise price | (per share) | $ 10.23 | $ 12.20 |
Expected term | 10 years | 10 years |
Expected volatility | 90.17% | 91.02% |
Risk-free interest rate | 2.82% | 1.60% |
Dividend rate | 0.00% | 0.00% |
Share Based Payments - Summar_4
Share Based Payments - Summary of Non-Employee Stock Options Accounted for As Derivative Financial Instruments (Details) - Non-employee Stock Options - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of non-employee stock options at beginning of year | $ 2,637 | $ 1,617 |
Exercise of non-employee options | (737) | (156) |
Cancelled | (294) | |
Foreign exchange gains | (38) | |
Change in fair value of non-employee stock options during the year | (656) | 1,470 |
Reclassification to additional paid-in capital | $ (1,206) | |
Fair value of non-employee stock options at end of year | $ 2,637 |
Share Based Payments - Schedu_3
Share Based Payments - Schedule of Fair Value of Non-Employee Liability Classified Award Estimated Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions (Details) - Non-employee Liability - $ / shares | Aug. 08, 2018 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock price | $ 12.14 | $ 15.95 |
Exercise price | $ 4.383 | $ 4.30 |
Expected term | 11 months 4 days | 1 year 6 months 3 days |
Expected volatility | 73.18% | 61.58% |
Risk-free interest rate | 1.95% | 1.61% |
Dividend rate | 0.00% | 0.00% |
Share Based Payments - Summar_5
Share Based Payments - Summary of Company's Restricted Stock Unit Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Restricted Stock Units, Beginning balance outstanding | 1,928 | |
Number of Restricted Stock Units, Granted | 8,097 | |
Number of Restricted Stock Units, Forfeited | (3,182) | |
Number of Restricted Stock Units, Vested and Settled | (964) | (2,987) |
Number of Restricted Stock Units, Ending balance outstanding | 964 | 1,928 |
Weighted Average Grant Date Fair Value per Unit, Beginning balance outstanding | $ 10 | |
Weighted Average Grant Date Fair Value per Unit, Granted | $ 10 | |
Weighted Average Grant Date Fair Value per Unit, Forfeited | 10 | |
Weighted Average Grant Date Fair Value per Unit, Vested and Settled | 10 | 10 |
Weighted Average Grant Date Fair Value per Unit, Ending balance outstanding | $ 10 | $ 10 |
Share Based Payments - Summar_6
Share Based Payments - Summary of Company's Restricted Stock Unit Activity (Parenthetical) (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of RSUs withheld for taxes | 259 | 723 |
Share Based Payments - Summar_7
Share Based Payments - Summary of Stock Based Compensation Expense is Classified in Consolidated Statement of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 8,095 | $ 1,818 |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 939 | 343 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 7,156 | $ 1,475 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Employees benefits | $ 876 | $ 442 |
Professional services | 518 | 88 |
Legal expense | 253 | 343 |
Advance from U.S Army | 233 | |
Rent | 98 | 97 |
Severance | 66 | 38 |
Other | 1 | 1 |
Total accrued expenses | $ 1,812 | $ 1,242 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Loss (Income) for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Components Of Income Tax Expense Benefit Continuing Operations [Abstract] | ||
U.S. | $ 29,013 | $ 24,980 |
Non-U.S. | (390) | 3,044 |
Loss before income taxes | $ 28,623 | $ 28,024 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Provision Computed at Statutory Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Statutory tax rate | 21.00% | 34.00% |
Net loss before income taxes | $ 28,623 | $ 28,024 |
Expected income tax recovery | (6,011) | (9,528) |
Increase (decrease) in income tax recovery resulting from: | ||
Derivative liability | 877 | 1,171 |
Share based payments | 1,279 | 453 |
Other permanent difference | (376) | (446) |
Effect of change in statutory rate | 5,938 | |
State deferred change | (2,050) | |
Foreign income taxed at foreign rate | 23 | 118 |
Increase in valuation allowance | $ 4,208 | $ 4,344 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred income tax assets (liabilities) | ||
Operating losses carried forward | $ 16,028 | $ 11,382 |
Tax credits | 1,217 | 1,243 |
Stock compensation | 1,447 | 1,414 |
Other | 85 | 530 |
Valuation allowance | $ (18,777) | $ (14,569) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||
Net operating loss, domestic | $ 59,600,000 | |
Operating loss carry forwards expiration year | 2033 | |
Corporate tax rate | 21.00% | 34.00% |
Accrual relating to uncertain tax positions | $ 0 | |
Maximum | ||
Income Taxes [Line Items] | ||
Corporate tax rate | 35.00% | |
Canada | ||
Income Taxes [Line Items] | ||
Accumulated non-capital losses in Canada | $ 1,500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Dec. 29, 2017 | Jan. 22, 2013shares | Sep. 30, 2018CAD ($)Clinic | Jul. 31, 2017USD ($) | Mar. 31, 2017 | Nov. 30, 2014 | Dec. 31, 2018USD ($) | Oct. 30, 2017USD ($) |
Commitments And Contingencies [Line Items] | ||||||||
Lease commencement date | Jul. 17, 2017 | Jul. 1, 2017 | ||||||
Lease termination date | Jan. 16, 2023 | Dec. 31, 2022 | ||||||
Lease option to extend termination year | 2027 | |||||||
Lease option to extend termination date | Jan. 31, 2028 | |||||||
Lease monthly rent plus utilities | $ 20,000 | |||||||
Lease monthly rent plus utilities beginning date | Jan. 31, 2018 | |||||||
Lease annual increase in rental percentage | 3.00% | |||||||
Advanced NeuroRehabilitation, LLC | License Agreement for Exclusive Right on Patent Pending Technology | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Issuance of common stock for license agreement | shares | 3,207,005 | |||||||
Percentage of royalty on net revenue | 4.00% | |||||||
A&B Company Limited | Asset Purchase Agreement | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Contract penalty payable on failure to obtain FDA clearance | $ 2,000,000 | |||||||
Altair LLC | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Percentage of royalty on sales | 7.00% | |||||||
Key Tronic Corporation | Manufacturing and Supply Agreement | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Agreement description | On December 29, 2017, the Company entered into a Manufacturing and Supply Agreement (“MSA”) with Key Tronic Corporation (“Key Tronic”), for the manufacture and supply of the Company’s PoNS device based upon the Company’s product specifications as set forth in the MSA. Per the agreement, the Company shall provide to Key Tronic a rolling forecast for the procurement of parts and material and within normal lead times based on estimated delivery dates for the manufacture of the PoNS device. The term of the agreement is for three years and the agreement will automatically renew for additional consecutive terms of one year, unless cancelled by either party upon 180-day written notice to the other party prior to the end of the then current term. As of December 31, 2018, the Company had a $0.7 million obligation to Key Tronic to complete the Company’s initial forecast to deliver PoNS devices for commercial launch. | |||||||
Agreement term | 3 years | |||||||
Agreement auto renewal period | 1 year | |||||||
Notice period to cancel the renewal of agreement | 180 days | |||||||
Long-term purchase commitment amount | $ 700,000 | |||||||
Heuro Canada Inc. | Strategic and Distribution Alliance | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Long-term purchase commitment amount | $ 1,000,000 | |||||||
Number of founding clinics | Clinic | 3 | |||||||
Maximum percent of operating budget | 50.00% | |||||||
Net proft and loss basis | 50.00% | |||||||
Expenses incurred in share of estimated cost | 200,000 | |||||||
Additional expenses incurred in performing services | $ 200,000 | |||||||
Heuro Canada Inc. | Strategic and Distribution Alliance | HealthTech Connex, Inc. | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Partial consideration to pay | $ 750,000 | |||||||
License consideration first annual installment | 250,000 | |||||||
License consideration second annual installment | 250,000 | |||||||
License consideration third annual installment | $ 250,000 | |||||||
Maximum percent of operating budget | 50.00% | |||||||
Net proft and loss basis | 50.00% | |||||||
Agreement period | 2023-09 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Related to Non-cancellable Operating Lease Commitments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2019 | $ 246 |
2020 | 253 |
2021 | 260 |
2022 | 267 |
2023 | 12 |
Future minimum lease payments, total | $ 1,038 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - Heuro Canada Inc. $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Variable Interest Entity [Line Items] | |
Maximum exposure to loss | $ 0.8 |
Remaining obligation to fund operating budget | 1 |
Carrying amounts for assets and liabilities relating to the variable interest | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2016 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||||
Consulting fee owed to directors | $ 8,000 | |||
Change in fair value of derivative financial instruments | (3,577,000) | $ (3,443,000) | ||
Non-employee Stock Options | ||||
Related Party Transaction [Line Items] | ||||
Change in fair value of derivative financial instruments | $ 300,000 | (400,000) | ||
Minimum | A&B (HK) Company Ltd. | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage of shares outstanding | 5.00% | |||
Directors | ||||
Related Party Transaction [Line Items] | ||||
Consulting fees paid | $ 33,000 | 16,000 | ||
Montel Media, Inc. | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Beneficially owns common stock percentage | 5.00% | |||
Montel Media, Inc. | Consulting Agreement | ||||
Related Party Transaction [Line Items] | ||||
Consulting fees paid | 45,000 | 200,000 | ||
Consulting monthly fee | $ 15,000 | |||
Clinvue LLC | ||||
Related Party Transaction [Line Items] | ||||
Consulting fees paid | $ 100,000 | $ 100,000 | ||
CEO | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage of shares outstanding | 5.00% | |||
CFO/CEO | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage of shares outstanding | 5.00% | |||
Director 1 | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage of shares outstanding | 5.00% | |||
Director 2 | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage of shares outstanding | 5.00% |
Related Party Transactions - Su
Related Party Transactions - Summary of Participation (Details) - Private Placement $ in Thousands | 1 Months Ended |
Dec. 31, 2017USD ($)shares | |
Related Party Transaction [Line Items] | |
Units Purchased | shares | 372,956 |
Subscription Amount | $ | $ 3,655 |
A&B (HK) Company Ltd. | |
Related Party Transaction [Line Items] | |
Units Purchased | shares | 204,081 |
Subscription Amount | $ | $ 2,000 |
Director 1 | |
Related Party Transaction [Line Items] | |
Units Purchased | shares | 76,530 |
Subscription Amount | $ | $ 750 |
Director 2 | |
Related Party Transaction [Line Items] | |
Units Purchased | shares | 51,019 |
Subscription Amount | $ | $ 500 |
CEO | |
Related Party Transaction [Line Items] | |
Units Purchased | shares | 25,510 |
Subscription Amount | $ | $ 250 |
CFO/CEO | |
Related Party Transaction [Line Items] | |
Units Purchased | shares | 15,816 |
Subscription Amount | $ | $ 155 |
Sole-Source Cost-Sharing Agre_2
Sole-Source Cost-Sharing Agreement and Cooperative Research and Development Agreement - Additional Information (Details) - USAMRMC - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jul. 31, 2015 | Sep. 30, 2017 | Dec. 31, 2018 | |
Schedule Of Cost Sharing Agreement And Cooperative Research And Development Agreement [Line Items] | |||
Expiration date of original contract | Dec. 31, 2016 | ||
Reimbursement received | $ 3,000,000 | ||
Cooperative Research and Development Agreement | |||
Schedule Of Cost Sharing Agreement And Cooperative Research And Development Agreement [Line Items] | |||
Expiration year of original contract | 2018 | ||
Extended expiration date of original contract | Dec. 31, 2021 | ||
Maximum | |||
Schedule Of Cost Sharing Agreement And Cooperative Research And Development Agreement [Line Items] | |||
Reimbursed trial cost | $ 3,000,000 |