Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Dec. 31, 2018 | Feb. 12, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Outlook Therapeutics, Inc. | |
Entity Central Index Key | 1,649,989 | |
Trading Symbol | ons | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 93,673,654 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Current assets: | ||
Cash | $ 227,716 | $ 1,717,391 |
Prepaid and other current assets | 2,077,791 | 1,585,089 |
Total current assets | 2,305,507 | 3,302,480 |
Property and equipment, net | 15,941,866 | 18,489,976 |
Other assets | 462,326 | 491,039 |
Total assets | 18,709,699 | 22,283,495 |
Current liabilities: | ||
Convertible senior secured notes | 9,058,120 | 13,179,449 |
Current portion of long-term debt | 56,541 | 66,480 |
Current portion of capital lease obligations | 342,706 | 520,794 |
Stockholder notes | 4,612,500 | 4,612,500 |
Accounts payable | 4,696,258 | 3,609,607 |
Accrued expenses | 4,520,883 | 6,458,471 |
Income taxes payable | 1,856,129 | 1,856,129 |
Deferred revenue | 2,392,684 | 1,738,603 |
Total current liabilities | 27,535,821 | 32,042,033 |
Long-term debt | 86,947 | 98,487 |
Capital lease obligations | 3,400,123 | 3,453,256 |
Warrant liability | 1,057,615 | 1,227,225 |
Deferred revenue | 4,700,841 | 2,758,262 |
Other liabilities | 3,397,692 | 3,514,738 |
Total liabilities | 40,179,039 | 43,094,001 |
Convertible preferred stock: | ||
Total convertible preferred stock | 4,884,924 | 4,734,416 |
Stockholders' equity (deficit): | ||
Preferred stock, value | ||
Common stock, par value $0.01 per share; 200,000,000 shares authorized; 85,091,786 shares issued and outstanding at December 31, 2018 and 72,220,351 shares issued and outstanding at September 30, 2018 | 850,918 | 722,204 |
Additional paid-in capital | 202,493,283 | 190,040,237 |
Accumulated deficit | (229,698,465) | (216,307,363) |
Total stockholders' equity (deficit) | (26,354,264) | (25,544,922) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | 18,709,699 | 22,283,495 |
Series A convertible preferred stock | ||
Convertible preferred stock: | ||
Total convertible preferred stock | ||
Series A-1 convertible preferred stock | ||
Convertible preferred stock: | ||
Total convertible preferred stock | 4,884,924 | 4,734,416 |
Series B convertible preferred stock | ||
Stockholders' equity (deficit): | ||
Preferred stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 7,300,000 | 7,300,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 85,091,786 | 72,220,351 |
Common stock, shares outstanding | 85,091,786 | 72,220,351 |
Series A convertible preferred stock | ||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock outstanding | 0 | 0 |
Series A-1 convertible preferred stock | ||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 200,000 | 200,000 |
Convertible preferred stock, shares issued | 61,708 | 60,203 |
Convertible preferred stock outstanding | 61,708 | 60,203 |
Series B convertible preferred stock | ||
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Collaboration revenues | $ 1,067,598 | $ 771,890 |
Operating expenses: | ||
Research and development | 8,420,925 | 402,402 |
General and administrative | 2,903,988 | 3,549,252 |
Total operating expenses | 11,324,913 | 3,951,654 |
Loss from operations | (10,257,315) | (3,179,764) |
Interest expense, net | 1,120,849 | 717,883 |
Loss on extinguishment of debt | 1,252,353 | |
Change in fair value of warrant liability | (1,636,320) | (78,783) |
Loss before income taxes | (9,741,844) | (5,071,217) |
Income tax (benefit) expense | (3,150,716) | |
Net loss | (9,741,844) | (1,920,501) |
Recognition of beneficial conversion feature upon issuance of Series A and A-1 convertible preferred stock | (15,355,019) | |
Series A and A-1 convertible preferred stock dividends and related settlement | (150,508) | (450,801) |
Net loss attributable to common stockholders | $ (9,892,352) | $ (17,726,321) |
Per share information: | ||
Net loss per share of common stock, basic and diluted | $ (0.13) | $ (0.71) |
Weighted average shares outstanding, basic and diluted | 78,748,320 | 25,003,055 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (unaudited) - USD ($) | Convertible Preferred Stock Series A-1 | Convertible Preferred Stock Series A | Series B convertible preferred stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Sep. 30, 2017 | $ 2,924,441 | $ 249,339 | $ 152,315,088 | $ (186,215,402) | $ (33,650,975) | ||
Balance (in shares) at Sep. 30, 2017 | 32,628 | 24,933,944 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of vested restricted stock units | $ 5,968 | (5,968) | |||||
Issuance of vested restricted stock units (in shares) | 596,783 | 596,783 | |||||
Series A and A-1 convertible preferred stock dividends and related settlement | (450,801) | $ (450,801) | |||||
Stock-based compensation expense | 1,889,820 | 1,889,820 | |||||
Sale of Series A convertible preferred stock and common stock warrants, net of costs | $ 14,265,861 | 6,382,181 | 6,382,181 | ||||
Sale of Series A convertible preferred stock and common stock warrants, net of costs (in shares) | 217,372 | ||||||
Conversion of senior secured notes into Series B convertible preferred stock | $ 2,661,972 | 2,661,972 | |||||
Conversion of senior secured notes into Series B convertible preferred stock (in shares) | 1,500,000 | ||||||
Net loss | (1,920,501) | (1,920,501) | |||||
Balance at Dec. 31, 2017 | $ 17,190,302 | $ 2,661,972 | $ 255,307 | 160,130,320 | (188,135,903) | (25,088,304) | |
Balance (in shares) at Dec. 31, 2017 | 250,000 | 1,500,000 | 25,530,727 | ||||
Balance at Sep. 30, 2018 | $ 4,734,416 | $ 722,204 | 190,040,237 | (216,307,363) | (25,544,922) | ||
Balance (in shares) at Sep. 30, 2018 | 60,203 | 72,220,351 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative effect of adoption of ASU 2014-09 (Topic 606) | (3,649,258) | (3,649,258) | |||||
Proceeds from exercise of common stock warrants | $ 44 | (44) | |||||
Proceeds from exercise of common stock warrants (in shares) | 4,407 | ||||||
Private placement sale of common stock, net of costs | $ 128,659 | 11,682,199 | $ 11,810,858 | ||||
Private placement sale of common stock, net of costs (in shares) | 12,865,872 | ||||||
Issuance of vested restricted stock units | $ 11 | (11) | |||||
Issuance of vested restricted stock units (in shares) | 1,156 | 1,156 | |||||
Series A and A-1 convertible preferred stock dividends and related settlement | $ 150,508 | (150,508) | $ (150,508) | ||||
Series A and A-1 convertible preferred stock dividends and related settlement (in shares) | 1,505 | ||||||
Stock-based compensation expense | 921,410 | 921,410 | |||||
Net loss | (9,741,844) | (9,741,844) | |||||
Balance at Dec. 31, 2018 | $ 4,884,924 | $ 850,918 | $ 202,493,283 | $ (229,698,465) | $ (26,354,264) | ||
Balance (in shares) at Dec. 31, 2018 | 61,708 | 85,091,786 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
OPERATING ACTIVITIES | ||
Net loss | $ (9,741,844) | $ (1,920,501) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 823,077 | 676,624 |
Loss on extinguishment of debt | 1,252,353 | |
Non-cash interest expense | 450,381 | 579,586 |
Stock-based compensation | 872,289 | 1,889,820 |
Change in fair value of warrant liability | (1,636,320) | (78,783) |
Loss on disposal of property and equipment | 2,349,403 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (73,343) | (792,757) |
Other assets | 21,913 | 14,917 |
Accounts payable | (260,452) | (6,949,861) |
Accrued expenses | (1,419,055) | (2,559,713) |
Deferred revenue | (1,052,598) | (771,889) |
Other liabilities | (137,137) | (10,873) |
Net cash used in operating activities | (9,803,686) | (8,671,077) |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (236,433) | (1,075,143) |
Net cash used in investing activities | (236,433) | (1,075,143) |
FINANCING ACTIVITIES | ||
Proceeds from the sale of common stock, net of offering costs | 11,885,833 | |
Proceeds from issuance of Series A convertible preferred stock | 21,737,200 | |
Payments of capital leases obligations | (231,221) | (219,106) |
Repayment of debt | (3,126,479) | (30,456) |
Payment of financing costs | (1,089,158) | |
Net cash provided by financing activities | 8,528,133 | 20,398,480 |
Effect of foreign exchange rate on cash | 22,311 | |
Net (decrease) increase in cash | (1,489,675) | 10,652,260 |
Cash at beginning of period | 1,717,391 | 3,185,519 |
Cash at end of period | 227,716 | 13,837,779 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 1,657,157 | 25,505 |
Supplemental schedule of noncash investing activities: | ||
Purchases of property and equipment in accounts payable and accrued expenses | 625,830 | 90,162 |
Supplemental schedule of noncash financing activities: | ||
Issuance of Series B convertible preferred stock upon conversion of senior secured notes, net of unamortized debt discount | 1,409,619 | |
Change in fair value of convertible senior secured notes warrants capitalized as deferred financing costs | 1,466,710 | |
Series A and A-1 convertible preferred stock dividends and related settlement | 150,508 | $ 450,801 |
Deferred offering costs and common stock issuance costs in accounts payable and accrued expenses | 74,975 | |
Accrued directors fees settled in fully vested stock options | $ 49,121 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Dec. 31, 2018 | |
Organization And Description Of Business [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Outlook Therapeutics, Inc., (formerly Oncobiologics, Inc.), (“Outlook” or the “Company”) was incorporated in New Jersey on January 5, 2010, started operations in July 2011, reincorporated in Delaware by merging with and into a Delaware corporation in October 2015 and changed its name to “Outlook Therapeutics, Inc.” in November 2018. The Company is a late clinical-stage biopharmaceutical company focused on developing and commercializing ONS-5010, a complex monoclonal antibody (“mAb”) therapeutic for various ophthalmic indications. The Company is based in Cranbury, New Jersey. |
Liquidity
Liquidity | 3 Months Ended |
Dec. 31, 2018 | |
Liquidity [Abstract] | |
Liquidity | 2. Liquidity The Company has incurred substantial losses and negative cash flows from operations since its inception and has an accumulated deficit of $229.7 million as of December 31, 2018. As of December 31, 2018, the Company had substantial indebtedness that included $10.4 million of senior secured notes that may become due in fiscal 2019 and $4.6 million of unsecured notes, all of which was due on demand as of such date. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. On November 5, 2018, the Company entered into a purchase agreement with BioLexis Pte. Ltd. (“BioLexis”), formerly known as GMS Tenshi Holdings Pte. Limited, a Singapore private limited company, and the Company’s controlling stockholder and strategic partner, providing for the private placement of $20.0 million of shares of its common stock at $0.9327 per share. During the three months ended December 31, 2018, the Company closed the sale of the first two tranches of this private placement for an aggregate of 12,865,872 shares of the Company’s common stock for aggregate cash proceeds of $12.0 million. The remaining $8.0 million for the sale of an aggregate of 8,577,248 shares of common stock was received in January and February 2019. The Company intends to use the net proceeds from the private placement primarily for clinical trials for its lead product candidate, ONS-5010, and for working capital and general corporate purposes, including the agreed repayments on the senior secured notes. On November 30, 2018, the Company received approval from the New Jersey Economic Development Authority’s Technology Business Tax Certificate Transfer Program to sell approximately $3.7 million of its unused New Jersey net operating losses (“NOLs”) and research and development tax credits (“R&D credits”). The Company expects to receive approximately $3.4 million of proceeds from the sale of the New Jersey NOLs and R&D credits. Management believes that the Company’s existing cash as of December 31, 2018, the $8.0 million funding from the November 2018 BioLexis private placement received in January and February 2019 and anticipated proceeds from the sale of New Jersey NOLs and R&D credits will be sufficient to fund its operations into June 2019, excluding any unscheduled repayment of debt. Substantial additional financing will be needed by the Company to fund its operations in the future and to commercially develop its product candidates. Management is currently evaluating different strategies to obtain the required funding for future operations. These strategies may include, but are not limited to: private placements of equity and/or debt, payments from potential strategic research and development partners, licensing and/or marketing arrangements with pharmaceutical companies, sale of its development stage product candidates to third parties and public or private offerings of equity and/or debt securities. There can be no assurance that these future funding efforts will be successful. The Company’s future operations are highly dependent on a combination of factors, including (i) the timely and successful completion of additional financing discussed above; (ii) the Company’s ability to complete revenue-generating partnerships with pharmaceutical companies; (iii) the success of its research and development; (iv) the development of competitive therapies by other biotechnology and pharmaceutical companies, and, ultimately; (v) regulatory approval and market acceptance of the Company’s proposed future products. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 3. Basis of Presentation and Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited interim consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of December 31, 2018 and its results of operations and cash flows for the three months ended December 31, 2018 and 2017. Operating results for the three months ended December 31, 2018 are not necessarily indicative of the results that may be expected for the full year ending September 30, 2019. The unaudited interim consolidated financial statements, presented herein, do not contain the required disclosures under GAAP for annual consolidated financial statements. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended September 30, 2018 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on December 18, 2018. Use of estimates The preparation of the unaudited interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the unaudited interim consolidated financial statements, actual results may materially vary from these estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the unaudited interim consolidated financial statements in the period they are determined to be necessary. Net loss per share Basic and diluted net loss per common share is determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. For purposes of calculating diluted loss per common share, the denominator includes both the weighted average common shares outstanding and the number of common stock equivalents if the inclusion of such common stock equivalents would be dilutive. Dilutive common stock equivalents potentially include warrants, stock options and non-vested restricted stock unit (“RSU”) awards using the treasury stock method. The diluted loss per common share calculation is further affected by an add-back of change in fair value of warrant liability to the numerator under the assumption that the change in fair value of warrant liability would not have been incurred if the warrants had been converted into common stock. The following table sets forth the computation of basic earnings per share and diluted earnings per share: Three months ended December 31, 2018 2017 Net loss $ (9,892,352 ) $ (17,726,321 ) Common stock outstanding (weighted average) 78,748,320 25,003,055 Basic and diluted net loss per share $ (0.13 ) $ (0.71 ) The following potentially dilutive securities (in common stock equivalents) have been excluded from the computation of diluted weighted-average shares outstanding as of December 31, 2018 and 2017, as they would be antidilutive: As of December 31, 2018 2017 Series A convertible preferred stock - 37,795,948 Series A-1 convertible preferred stock 9,329,248 - Series B convertible preferred stock - 2,112,676 Convertible senior secured notes 9,303,958 - Performance-based stock units 129,095 163,934 Restricted stock units 59,663 309,532 Stock options 3,089,977 - Common stock warrants 45,288,125 28,116,505 Recently issued and adopted accounting pronouncements On October 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers · Contracts with customers · Significant judgments and changes in judgments · Certain assets The Company’s arrangements fall under ASC 808, Collaborations The Company adopted the new accounting standard utilizing the modified retrospective method, and, therefore, no adjustments were made to amounts in its prior period financial statements. The Company recorded the cumulative effect of adopting the standard as an adjustment to increase accumulated deficit by $3.6 million. For the three months ended December 31, 2018, the Company would have recognized $0.8 million of collaboration revenues under revenue recognition guidance in effect during fiscal 2018 prior to the adoption of ASU 2014-09. In February 2016, the FASB issued ASU No. 2016-02, Leases In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: · Level 1 - Quoted prices in active markets for identical assets or liabilities. · Level 2 - Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. · Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis: December 31, 2018 (Level 1) (Level 2) (Level 3) Liabilities Warrant liability $ - $ - $ 1,057,615 September 30, 2018 (Level 1) (Level 2) (Level 3) Liabilities Warrant liability $ - $ - $ 1,227,225 The table presented below is a summary of changes in the fair value of the Company’s Level 3 valuation for the warrant liability for the three months ended December 31, 2018: Balance at October 1, 2018 $ 1,227,225 Senior note warrants modification 1,466,710 (i) Change in fair value (1,636,320 ) Balance at December 31, 2018 $ 1,057,615 (i) In connection with the November 2018 BioLexis private placement, The Senior Note Warrants issued in connection with the senior secured notes (see Note 7) are classified as liabilities on the accompanying consolidated balance sheet as the Senior Note Warrants include cash settlement features at the option of the holders under certain circumstances. The warrant liability is revalued each reporting period with the change in fair value recorded in the accompanying consolidated statements of operations until the warrants are exercised or expire. The fair value of the warrant liability is estimated using the Black-Scholes option pricing model using the following assumptions: December 31, September 30, 2018 2018 Risk-free interest rate 2.55 % 2.90 % Remaining contractual life of warrant 5.98 years 3.39 years Expected volatility 85 % 82 % Annual dividend yield 0 % 0 % Fair value of common stock $ 0.50 per share $ 0.98 per share |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net, consists of: December 31, September 30, 2018 2018 Laboratory equipment $ 13,980,292 $ 14,333,624 Leasehold improvements 10,095,100 10,095,100 Computer software and hardware 497,799 483,807 Land and building 3,000,000 3,000,000 Construction in progress 852,791 2,276,737 28,425,982 30,189,268 Less: accumulated depreciation and amortization (12,484,116 ) (11,699,292 ) $ 15,941,866 $ 18,489,976 Depreciation and amortization expense was $823,077 and $676,624 for the three months ended December 31, 2018 and 2017 respectively. At December 31, 2018 and September 30, 2018, $7,953,856 represents laboratory equipment under capital leases and the Company’s corporate office that is classified as a capital lease. The Company’s corporate office lease matures in February 2028. The term of the equipment leases are between 12 and 36 months and qualify as capital leases. The equipment leases bear interest between 4.0% and 19.4% and the effective interest rate on the corporate office lease is 43.9%. At December 31, 2018 and September 30, 2018, $1,802,164 and $1,619,741, respectively, of accumulated amortization related to capital leases. During the three months ended December 31, 2018, the Company wrote off certain construction in progress and laboratory equipment with a carrying amount of $2,349,403. The charge was recorded to research and development on the consolidated statements of operations. The Company determined that the carrying amount of these assets as of December 31, 2018 was not recoverable and was less than the fair value less the cost to sell due to the Company changing its operations to focus solely on developing and commercializing ONS-5010. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Dec. 31, 2018 | |
Accrued Expenses [Abstract] | |
Accrued expenses | 6. Accrued Expenses Accrued expenses consists of: December 31, September 30, 2018 2018 Compensation $ 1,621,260 $ 2,231,122 Severance and related costs 623,995 396,138 Lease termination obligation 374,980 395,071 Research and development 625,362 1,065,169 Interest payable 935,137 1,991,044 Professional fees 336,274 313,585 Director fees - 59,122 Other accrued expenses 3,875 7,220 $ 4,520,883 $ 6,458,471 |
Senior Secured Notes
Senior Secured Notes | 3 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Senior Secured Notes | 7. Senior Secured Notes December 31, September 30, 2018 2018 Convertible senior secured notes $ 10,395,000 $ 13,500,000 Unamortized debt discount (1,336,880 ) (320,551 ) $ 9,058,120 $ 13,179,449 In September 2017, the Company entered into a purchase and exchange agreement (the “Exchange Agreement”) with two existing investors and holders of its senior secured notes (the “Exchanging Noteholders”), pursuant to which the Exchanging Noteholders exchanged $1.5 million aggregate principal amount of senior secured notes for 1,500,000 shares of Series B convertible preferred stock (“Series B Convertible”) and $41,507 of accrued interest on such exchanged senior secured notes in October 2017. The Company recognized a loss on extinguishment of $1,252,353 in connection with the exchange and represents the excess fair value of the Series B Convertible issued over the net carrying amount of the debt and accrued interest. In November 2018, the Company reached an agreement with the holders of its $13.5 million senior secured notes to extend the maturity of the senior secured notes, up to 12 months, or until December 22, 2019, in exchange for making several payments of principal and interest through August 31, 2019, subject to meeting additional capital raising commitments. In addition, the Company agreed to make the senior secured notes convertible into common stock at a price of $1.11924 per share (120% of the price per share paid by BioLexis under the November 2018 purchase agreement) and reduced the exercise price of warrants to purchase 3,882,001 shares of common stock held by the senior secured noteholders from $3.00 per share to $1.50 per share. The increase in the fair value of the warrants of $1.5 million due to the modification was recorded as additional debt discount. The Company repaid $3.1 million of principal and $1.3 million of accrued interest of such notes during the three months ended December 31, 2018. As of December 31, 2018, the senior secured notes remain classified as a current liability because raising additional capital is outside the Company’s control. Interest expense on the senior secured notes for the three months ended December 31, 2018 and 2017 was $151,052 and $504,585, respectively. |
Commitments
Commitments | 3 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 8. Commitments Leases In August 2018, the Company entered into a lease termination agreement effective September 1, 2018, to terminate the lease for office and laboratory space in Cranbury, New Jersey. In consideration for the termination of the lease, the Company agreed to make payments to the landlord totaling up to $5.8 million, which includes (i) $287,615 upon execution of the termination agreement, (ii) $50,000 per month for up to 30 months, commencing September 1, 2018, and (iii) a $4.0 million payment, in any event, on or before February 1, 2021. The Company and landlord agreed that the $174,250 security deposit will be used to pay the 7 th th th th At December 31, 2018, the current portion of the lease termination obligation of $374,980 is included in accrued expenses and $3,328,730 is included in other liabilities on the consolidated balance sheets. A rollforward of the charges incurred to general and administrative expense for the three months ended December 31, 2018 is as follows: Balance October 1, 2018 Expensed / Accrued Expense Cash Payments Balance December 31, 2018 Lease termination payments $ 3,850,081 $ 3,629 $ (150,000 ) $ 3,703,710 |
Common Stock, Convertible Prefe
Common Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) | 3 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Common Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) | 9. Common Stock, Convertible Preferred Stock and Stockholders’ Equity (Deficit) Common stock Pursuant to the November 5, 2018 BioLexis private placement, the Company closed the sale of the first two tranches of this private placement for an aggregate of 12,865,872 shares of the Company’s common stock for gross cash proceeds of $12.0 million ($11.8 million net of issuance costs) during the three months ended December 31, 2018. During the three months ended December 31, 2018 and 2017, the Company issued 1,156 and 596,783 respectively, shares of common stock upon the vesting of RSUs. Convertible preferred stock In September 2017, the Company entered into a purchase agreement with BioLexis, pursuant to which BioLexis agreed to purchase, in a private placement (the “Initial Private Placement”), $25.0 million of the Company’s newly-created voting Series A Convertible Preferred Stock (the “Series A Convertible”), and warrants (the “BioLexis Warrants”) to acquire 16,750,000 shares of common stock. In September 2017, the Company completed the initial sale of 32,628 shares of Series A Convertible to BioLexis for $3,262,800 in cash. In October 2017, the Company completed the sale of the remaining 217,372 shares of Series A Convertible and the BioLexis Warrants to BioLexis in the Initial Private Placement, for $21,737,200 in cash. The Series A Convertible was initially convertible into 37,795,948 shares of the Company’s common stock, representing an effective conversion rate of $0.66 per share, which represented a discount to the market value of the Company’s common stock as of September 7, 2017 and October 31, 2017 (on which dates, the closing price of the Company’s common stock was $0.90 and $1.26 per share, respectively). In connection with the second closing of the Series A Convertible in October 2017, the Company issued the BioLexis Warrants, which have a term of 8-years and an initial exercise price of $0.90 per share. The proceeds from the second closing of the Series A Convertible were allocated among the Series A Convertible and the BioLexis Warrants based on their relative fair values. As a result of the discount to the market value and the allocation of a portion of the proceeds to the BioLexis Warrants, the Company recognized a beneficial conversion charge of $15,355,019, which represents the in-the-money value of the conversion rate as of the date of sale. The Series A Convertible accrued dividends at a rate of 10% per annum, compounded quarterly, payable quarterly at the Company’s option in cash or in kind in additional shares of Series A Convertible, although the initial dividends payable on the shares of Series A Convertible issued in September 2017, while accruing from issuance, was payable in December 2017. The Series A Convertible was also entitled to dividends on an as-if-converted basis in the same form as any dividends actually paid on shares of common stock or other securities. The initial conversion rate was subject to appropriate adjustment in the event of a stock split, stock dividend, combination, reclassification or other recapitalization affecting the common stock. In June 2018, BioLexis converted 208,836 shares of Series A Convertible into 31,572,617 shares of common stock, and in July 2018 exchanged its remaining shares of Series A Convertible for newly created Series A-1 (as defined below). As of such exchange, there were no longer any shares of Series A Convertible issued and outstanding. Series A-1 Convertible Preferred Stock A total of 200,000 shares of Series A-1 Convertible Preferred Stock (the “Series A-1”) have been authorized for issuance under the Certificate of Designation of Series A-1 Convertible Preferred Stock of the Company. The shares of Series A-1 have a stated value of $100.00 per share, are initially convertible into 8,879,780 shares of the Common Stock and rank senior to all junior securities (as defined in the Certificate of Designation). The Series A-1 accrue dividends at a rate of 10% per annum, compounded quarterly, payable quarterly at the Company’s option in cash or in kind in additional shares of Series A-1. The Series A-1 is also entitled to dividends on an as-if-converted basis in the same form as any dividends actually paid on shares of Common Stock or other securities. The initial conversion rate is subject to appropriate adjustment in the event of a stock split, stock dividend, combination, reclassification or other recapitalization affecting the Common Stock. The holders of the Series A-1 have the right to vote on matters submitted to a vote of the Company’s stockholders on an as-converted basis, voting with the Company’s other stockholders as a single class. In addition, without the prior written consent of a majority of the outstanding shares of Series A-1, the Company may not take certain actions, including amending its certificate of incorporation or bylaws, or issuing securities ranking pari passu or senior to the Series A-1. During the three months ended December 31, 2018, the Company issued 1,505 shares of Series A-1 Convertible to settle the related dividends that are due on a quarterly basis. The terms of the Series A-1 distinguish between certain liquidation events (such as a voluntary or involuntary liquidation, dissolution or winding up of the Company) and “deemed” liquidation events (such as a sale of all or substantially all of the Company’s assets, various merger and reorganization transactions, being delisted from Nasdaq, and the occurrence of an event of default under the terms of the senior secured notes), in each case as defined in the Certificate of Designation. In the event of a liquidation (as defined in the Certificate of Designation), the liquidation preference payable equals the sum of (A) 550% of the Series A-1 stated value per share plus (B) an amount equal to (x) 550% of any accrued, but unpaid, preferred dividends (as defined in the Certificate of Designation) plus (y) any unpaid participating dividends (as defined in the Certificate of Designation). In the case of a deemed liquidation event (as defined in the Certificate of Designation), the multiplier is increased to 600%. The Series A-1 is convertible at any time at the option of the holder based on the then applicable conversion rate. If conversion is in connection with a liquidation, the holder is entitled to receive 550% of the number of shares of common stock issuable based upon the then applicable conversion rate. In the event of a deemed liquidation event, the multiplier is increased to 600%. Additionally, the holder may irrevocably require the Company to redeem the Series A-1 in the event of a deemed liquidation event for the sum of (A) 600% of the Series A-1 stated value per share plus (B) an amount equal to (x) 600% of any accrued, but unpaid, preferred dividends plus (y) any unpaid participating dividends, although such redemption may not be made without the consent of the senior secured noteholders if such notes are outstanding at the time of any such redemption. The shares of Series A-1 have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. The exchange of the Series A-1 for the shares of Series A held by the Investor was made in reliance on Sections 3(a)(9) and 4(a)(2) under the Securities Act, without general solicitation or advertising. Series B Convertible Preferred Stock Concurrent with completing the sale of Series A Convertible in October 2017, the Noteholders exchanged $1,500,000 in aggregate principal borrowings and $41,507 in accrued interest for 1,500,000 shares of Series B Convertible. The Series B Convertible were convertible into 2,112,675 shares of common stock. The exchange was accounted for as an extinguishment of debt, See Note 7. During May and June 2018, the Noteholders converted all 1,500,000 shares of Series B Convertible into 2,112,675 shares of common stock. Accordingly, there are no longer any shares of Series B Convertible issued and outstanding. Common stock warrants As of December 31, 2018, the Company had the following warrants outstanding to acquire shares of its common stock: Outstanding Exercise Price Expiration Date 3,333,333 $ 1.50 February 18, 2022 (i) 809,971 $ 0.01 November 11, 2019 3,882,001 $ 1.50 December 22, 2024 (ii) 16,750,000 $ 0.90 October 31, 2025 10,256,410 $ 0.975 May 10, 2026 10,256,410 $ 0.975 June 8, 2026 45,288,125 (i) In January 2019, the Company reduced the exercise price of these warrants from $6.60 to $1.50 and further extended the exercise period from February 18, 2019 to February 18, 2022. (ii) In November 2018, the Company reduced the exercise price of the warrants issued in connection with its senior secured notes from $3.00 to $1.50 and extended the expiration of the Senior Note Warrants by three years to December 22, 2024. During the three months ended December 31, 2018, warrants to purchase 4,407 shares with an exercise price of $0.01 were exercised. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation 2011 Equity Incentive Plan The Company’s 2011 Equity Compensation Plan (the “2011 Plan”) provided for the Company to sell or issue restricted common stock, RSUs, performance-based awards (“PSUs”), cash-based awards or to grant stock options for the purchase of common stock to officers, employees, consultants and directors of the Company. The 2011 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board. The number of shares of common stock reserved for issuance under the 2011 Plan is 851,926. As of December 31, 2018, PSUs representing 129,095 shares of the Company’s common stock were outstanding under the 2011 Plan. In light of the December 2015 adoption of the 2015 Equity Incentive Plan, (the “2015 Plan”) no future awards under the 2011 Plan will be granted. 2015 Equity Incentive Plan In December 2015, the Company adopted the 2015 Plan. The 2015 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, RSU awards, performance stock awards and other forms of equity compensation to Company employees, directors and consultants. The aggregate number of shares of common stock authorized for issuance pursuant to the Company’s 2015 Plan is 8,404,023. As of December 31, 2018, 3,926,136 shares remained available for grant under the 2015 Plan. Stock options and RSUs are granted under the Company’s 2015 Plan and generally vest over a in the case of stock options, have a term of 10 years. The Company recognizes the grant date fair value of each option and share of RSU over its vesting period. The Company recorded stock-based compensation expense in the following expense categories of its statements of operations for the three months ended December 31, 2018 and 2017: Three months ended December 31, 2018 2017 Research and development $ 91,209 $ 318,241 General and administrative 781,080 1,571,579 $ 872,289 $ 1,889,820 During the three months ended December 31, 2018, the Company awarded stock options with a fair value of $49,121 as settlement for directors fees accrued as of September 30, 2018. Stock options As of December 31, 2018, options to purchase common stock of the Company outstanding under the 2015 Plan were as follows: Weighted Average Weighted Remaining Number of Average Contractual Shares Exercise Price Term (Years) Balance at October 1, 2018 1,457,145 $ 0.90 Granted 1,995,995 0.89 Expired (15,000 ) 1.32 Forfeited (348,163 ) 0.91 Balance at December 31, 2018 3,089,977 0.90 9.3 Vested and exercisable 1,160,995 0.90 8.8 Vested and expected to vest at December 31, 2018 3,089,977 $ 0.90 9.3 The weighted average grant date fair value of the options awarded to employees for the three months ended December 31, 2018 was $0.64 per share. The aggregate intrinsic value represents the total amount by which the fair value of the common stock subject to options exceeds the exercise price of the related options. As of December 31, 2018, the aggregate intrinsic value of options was $0. The fair value of the options was estimated on the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: Three months ended December 31, 2018 Risk-free interest rate 3.02 % Expected life 5.6 years Expected volatility 87.2 % Expected dividend yield - As of December 31, 2018, there was $1,059,498 of unrecognized compensation expense that is expected to be recognized over a weighted-average period of 3.3 years. Performance-based stock units The Company has issued performance-based stock units, which generally have a ten year life from the date of grant. Upon exercise, the PSU holder receives common stock or cash at the Company’s discretion. The following table summarizes the activity related to PSUs during the three months ended December 31, 2018: Weighted Average Number Base Remaining of Price Contractual PSUs Per PSU Term (Years) Balance at October 1, 2018 129,095 $ 6.25 Forfeitures - - Balance at December 31, 2018 129,095 6.25 5.5 Vested and exercisable at December 31, 2018 128,950 6.23 5.5 Vested and expected to vest at December 31, 2018 129,095 $ 6.25 5.5 As of December 31, 2018, there was $532 of unamortized expense that will be recognized over a weighted-average period of 0.3 years. Restricted stock units The following table summarizes the activity related to RSUs during the three months ended December 31, 2018: Weighted Number Average of Grant Date RSUs Fair Value Balance at October 1, 2018 61,109 $ 19.23 Vested and settled (1,156 ) 12.00 Forfeitures (290 ) 12.00 Balance at December 31, 2018 59,663 $ 19.41 As of December 31, 2018, there was $378,925 of unamortized expense that will be recognized over a weighted-average period of 0.75 years. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 11. Related-Party Transactions MTTR — Strategic Partnership Agreement (ONS-5010) In November 2018, the (“MTTR”) In February 2018, the Company entered into a strategic partnership agreement with MTTR to advise on regulatory, clinical and commercial strategy and assist in obtaining approval of ONS-5010, the Company’s bevacizumab therapeutic product candidate for ophthalmic indications. During the three months ended December 31, 2018, MTTR earned an aggregate of $290,480, which includes monthly consulting fees and expense reimbursement. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited interim consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of December 31, 2018 and its results of operations and cash flows for the three months ended December 31, 2018 and 2017. Operating results for the three months ended December 31, 2018 are not necessarily indicative of the results that may be expected for the full year ending September 30, 2019. The unaudited interim consolidated financial statements, presented herein, do not contain the required disclosures under GAAP for annual consolidated financial statements. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended September 30, 2018 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on December 18, 2018. |
Use of estimates | Use of estimates The preparation of the unaudited interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the unaudited interim consolidated financial statements, actual results may materially vary from these estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the unaudited interim consolidated financial statements in the period they are determined to be necessary. |
Net loss per share | Net loss per share Basic and diluted net loss per common share is determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. For purposes of calculating diluted loss per common share, the denominator includes both the weighted average common shares outstanding and the number of common stock equivalents if the inclusion of such common stock equivalents would be dilutive. Dilutive common stock equivalents potentially include warrants, stock options and non-vested restricted stock unit (“RSU”) awards using the treasury stock method. The diluted loss per common share calculation is further affected by an add-back of change in fair value of warrant liability to the numerator under the assumption that the change in fair value of warrant liability would not have been incurred if the warrants had been converted into common stock. The following table sets forth the computation of basic earnings per share and diluted earnings per share: Three months ended December 31, 2018 2017 Net loss $ (9,892,352 ) $ (17,726,321 ) Common stock outstanding (weighted average) 78,748,320 25,003,055 Basic and diluted net loss per share $ (0.13 ) $ (0.71 ) The following potentially dilutive securities (in common stock equivalents) have been excluded from the computation of diluted weighted-average shares outstanding as of December 31, 2018 and 2017, as they would be antidilutive: As of December 31, 2018 2017 Series A convertible preferred stock - 37,795,948 Series A-1 convertible preferred stock 9,329,248 - Series B convertible preferred stock - 2,112,676 Convertible senior secured notes 9,303,958 - Performance-based stock units 129,095 163,934 Restricted stock units 59,663 309,532 Stock options 3,089,977 - Common stock warrants 45,288,125 28,116,505 |
Recently issued and adopted accounting pronouncements | Recently issued and adopted accounting pronouncements On October 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers · Contracts with customers · Significant judgments and changes in judgments · Certain assets The Company’s arrangements fall under ASC 808, Collaborations The Company adopted the new accounting standard utilizing the modified retrospective method, and, therefore, no adjustments were made to amounts in its prior period financial statements. The Company recorded the cumulative effect of adopting the standard as an adjustment to increase accumulated deficit by $3.6 million. For the three months ended December 31, 2018, the Company would have recognized $0.8 million of collaboration revenues under revenue recognition guidance in effect during fiscal 2018 prior to the adoption of ASU 2014-09. In February 2016, the FASB issued ASU No. 2016-02, Leases In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of computation of basic earnings per share and diluted earnings per share | Three months ended December 31, 2018 2017 Net loss $ (9,892,352 ) $ (17,726,321 ) Common stock outstanding (weighted average) 78,748,320 25,003,055 Basic and diluted net loss per share $ (0.13 ) $ (0.71 ) |
Schedule of dilutive securities excluded from the computation weighted-average shares | As of December 31, 2018 2017 Series A convertible preferred stock - 37,795,948 Series A-1 convertible preferred stock 9,329,248 - Series B convertible preferred stock - 2,112,676 Convertible senior secured notes 9,303,958 - Performance-based stock units 129,095 163,934 Restricted stock units 59,663 309,532 Stock options 3,089,977 - Common stock warrants 45,288,125 28,116,505 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | December 31, 2018 (Level 1) (Level 2) (Level 3) Liabilities Warrant liability $ - $ - $ 1,057,615 September 30, 2018 (Level 1) (Level 2) (Level 3) Liabilities Warrant liability $ - $ - $ 1,227,225 |
Schedule of changes in the fair value of Level 3 valuation for the warrant liability | Balance at October 1, 2018 $ 1,227,225 Senior note warrants modification 1,466,710 (i) Change in fair value (1,636,320 ) Balance at December 31, 2018 $ 1,057,615 (i) In connection with the November 2018 BioLexis private placement, |
Schedule of fair value of the warrant liability | December 31, September 30, 2018 2018 Risk-free interest rate 2.55 % 2.90 % Remaining contractual life of warrant 5.98 years 3.39 years Expected volatility 85 % 82 % Annual dividend yield 0 % 0 % Fair value of common stock $ 0.50 per share $ 0.98 per share |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, September 30, 2018 2018 Laboratory equipment $ 13,980,292 $ 14,333,624 Leasehold improvements 10,095,100 10,095,100 Computer software and hardware 497,799 483,807 Land and building 3,000,000 3,000,000 Construction in progress 852,791 2,276,737 28,425,982 30,189,268 Less: accumulated depreciation and amortization (12,484,116 ) (11,699,292 ) $ 15,941,866 $ 18,489,976 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Accrued Expenses [Abstract] | |
Schedule of accrued expenses | December 31, September 30, 2018 2018 Compensation $ 1,621,260 $ 2,231,122 Severance and related costs 623,995 396,138 Lease termination obligation 374,980 395,071 Research and development 625,362 1,065,169 Interest payable 935,137 1,991,044 Professional fees 336,274 313,585 Director fees - 59,122 Other accrued expenses 3,875 7,220 $ 4,520,883 $ 6,458,471 |
Senior Secured Notes (Tables)
Senior Secured Notes (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of senior secured note | December 31, September 30, 2018 2018 Convertible senior secured notes $ 10,395,000 $ 13,500,000 Unamortized debt discount (1,336,880 ) (320,551 ) $ 9,058,120 $ 13,179,449 |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rental payments in operating leases | Balance October 1, 2018 Expensed / Accrued Expense Cash Payments Balance December 31, 2018 Lease termination payments $ 3,850,081 $ 3,629 $ (150,000 ) $ 3,703,710 |
Common Stock, Convertible Pre_2
Common Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrants outstanding | Outstanding Exercise Price Expiration Date 3,333,333 $ 1.50 February 18, 2022 (i) 809,971 $ 0.01 November 11, 2019 3,882,001 $ 1.50 December 22, 2024 (ii) 16,750,000 $ 0.90 October 31, 2025 10,256,410 $ 0.975 May 10, 2026 10,256,410 $ 0.975 June 8, 2026 45,288,125 (i) In January 2019, the Company reduced the exercise price of these warrants from $6.60 to $1.50 and further extended the exercise period from February 18, 2019 to February 18, 2022. (ii) In November 2018, the Company reduced the exercise price of the warrants issued in connection with its senior secured notes from $3.00 to $1.50 and extended the expiration of the Senior Note Warrants by three years to December 22, 2024. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock-based compensation expense | Three months ended December 31, 2018 2017 Research and development $ 91,209 $ 318,241 General and administrative 781,080 1,571,579 $ 872,289 $ 1,889,820 |
Schedule of options to purchase common stock of Company outstanding under 2015 Plan | Weighted Average Weighted Remaining Number of Average Contractual Shares Exercise Price Term (Years) Balance at October 1, 2018 1,457,145 $ 0.90 Granted 1,995,995 0.89 Expired (15,000 ) 1.32 Forfeited (348,163 ) 0.91 Balance at December 31, 2018 3,089,977 0.90 9.3 Vested and exercisable 1,160,995 0.90 8.8 Vested and expected to vest at December 31, 2018 3,089,977 $ 0.90 9.3 |
Schedule of assumptions under fair value of options estimated on the date of grant using a Black-Scholes option pricing model | Three months ended December 31, 2018 Risk-free interest rate 3.02 % Expected life 5.6 years Expected volatility 87.2 % Expected dividend yield - |
Schedule of performance-based stock units activity | Weighted Average Number Base Remaining of Price Contractual PSUs Per PSU Term (Years) Balance at October 1, 2018 129,095 $ 6.25 Forfeitures - - Balance at December 31, 2018 129,095 6.25 5.5 Vested and exercisable at December 31, 2018 128,950 6.23 5.5 Vested and expected to vest at December 31, 2018 129,095 $ 6.25 5.5 |
Schedule of restricted stock units activity | Weighted Number Average of Grant Date RSUs Fair Value Balance at October 1, 2018 61,109 $ 19.23 Vested and settled (1,156 ) 12.00 Forfeitures (290 ) 12.00 Balance at December 31, 2018 59,663 $ 19.41 |
Liquidity (Detail Textuals)
Liquidity (Detail Textuals) | Nov. 05, 2018USD ($)Tranches$ / shares | Nov. 30, 2018USD ($)$ / shares | Feb. 28, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Sep. 30, 2018USD ($) | Oct. 31, 2017$ / shares | Sep. 07, 2017$ / shares |
Liquidity [Line Items] | |||||||
Accumulated deficit | $ (229,698,465) | $ (216,307,363) | |||||
Secured notes | 10,400,000 | ||||||
Unsecured notes | 4,600,000 | ||||||
Aggregate principal amount of unsecured notes | $ 1,300,000 | ||||||
Common stock for private placement, per share | $ / shares | $ 1.11924 | ||||||
Sale of unused net operating losses and research and development tax credits | $ 3,700,000 | ||||||
Proceeds from sale of net operating losses and research and development tax credits | $ 3,400,000 | ||||||
Proceeds from issuance of private placement | $ 8,000,000 | ||||||
Private Placement | Purchase Agreement | Subsequent Event | |||||||
Liquidity [Line Items] | |||||||
Number of common stock for private placement | shares | 8,577,248 | ||||||
Amount of common stock for private placement | $ 8,000,000 | ||||||
Private Placement | Purchase Agreement | BioLexis | |||||||
Liquidity [Line Items] | |||||||
Common stock for private placement, per share | $ / shares | $ 0.9327 | ||||||
Number of tranches | Tranches | 2 | ||||||
Amount of common stock for private placement | $ 20,000,000 | ||||||
Proceeds from issuance of private placement | $ 12,000,000 | ||||||
Private Placement | Purchase Agreement | BioLexis | Convertible Preferred Stock Series A | |||||||
Liquidity [Line Items] | |||||||
Common stock for private placement, per share | $ / shares | $ 1.26 | $ 0.90 | |||||
First two tranches of private placement | Purchase Agreement | BioLexis | |||||||
Liquidity [Line Items] | |||||||
Number of common stock for private placement | shares | 12,865,872 | ||||||
Amount of common stock for private placement | $ 12,000,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Per share information: | ||
Net loss | $ (9,892,352) | $ (17,726,321) |
Common stock outstanding (weighted average) | 78,748,320 | 25,003,055 |
Basic and diluted net loss per share (in dollars per share) | $ (0.13) | $ (0.71) |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details 1) - shares | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Performance-based stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 129,095 | 163,934 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 59,663 | 309,532 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 3,089,977 | 0 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 45,288,125 | 28,116,505 |
Convertible senior secured notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 9,303,958 | 0 |
Series A convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 0 | 37,795,948 |
Series A-1 convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 9,329,248 | 0 |
Series B convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 0 | 2,112,676 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Detail Textuals) $ in Millions | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Accounting Policies [Abstract] | |
Adjustment to increase to accumulated deficit | $ 3.6 |
Collaboration revenues under revenue recognition guidance | $ 0.8 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Liabilities | ||
Warrant liability | $ 1,057,615 | $ 1,227,225 |
Fair value measurements recurring basis | Level 1 | ||
Liabilities | ||
Warrant liability | 0 | 0 |
Fair value measurements recurring basis | Level 2 | ||
Liabilities | ||
Warrant liability | 0 | 0 |
Fair value measurements recurring basis | Level 3 | ||
Liabilities | ||
Warrant liability | $ 1,057,615 | $ 1,227,225 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) - Warrant | 3 Months Ended | |
Dec. 31, 2018USD ($) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at October 1, 2018 | $ 1,227,225 | |
Senior note warrants modification | 1,466,710 | [1] |
Change in fair value | (1,636,320) | |
Balance at December 31, 2018 | $ 1,057,615 | |
[1] | In connection with the November 2018 BioLexis private placement, the Company reduced the exercise price of the warrants issued in connection with the senior secured notes (the "Senior Note Warrants") from $3.00 to $1.50 and extended the expiration of the Senior Note Warrants by three years. Such Senior Note Warrants now expire eight years from their initial exercise date. |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details 2) | Dec. 31, 2018PercentagePrice_Per_Share | Sep. 30, 2018PercentagePrice_Per_Share |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant inputs | 2.55 | 2.90 |
Remaining contractual life of warrant | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 5 years 11 months 23 days | 3 years 4 months 21 days |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant inputs | 85 | 82 |
Annual dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant inputs | 0 | 0 |
Fair value of common stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant inputs | Price_Per_Share | 0.50 | 0.98 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Detail Textuals) - $ / shares | 1 Months Ended | |
Nov. 30, 2018 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Exercise price per share | $ 0.01 | |
Senior Note Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Terms of warrant expiration | 8 years | |
Private Placement | BioLexis | Senior Note Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Exercise price per share | $ 3 | |
Reduced the exercise price of the warrants | $ 1.50 | |
Extended term expiration of senior note warrants | 3 years | |
Terms of warrant expiration | 8 years |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 28,425,982 | $ 30,189,268 |
Less: accumulated depreciation and amortization | (12,484,116) | (11,699,292) |
Property and equipment, net | 15,941,866 | 18,489,976 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 13,980,292 | 14,333,624 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,095,100 | 10,095,100 |
Computer software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 497,799 | 483,807 |
Land and building | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,000,000 | 3,000,000 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 852,791 | $ 2,276,737 |
Property and Equipment, Net (_2
Property and Equipment, Net (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 823,077 | $ 676,624 | ||
Corporate office, interest rate | 43.90% | |||
Accumulated depreciation related to leased equipment | 1,802,164 | $ 1,802,164 | $ 1,619,741 | |
Wrote off carrying amount of equipment | (2,349,403) | |||
Laboratory Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Laboratory equipment under capital leases | $ 7,953,856 | $ 7,953,856 | $ 7,953,856 | |
Laboratory Equipment | Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Term of capital leases | 12 months | |||
Capital leases interest rate | 4.00% | |||
Laboratory Equipment | Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Term of capital leases | 36 months | |||
Capital leases interest rate | 19.40% | |||
Construction in progress and laboratory equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Wrote off carrying amount of equipment | $ 2,349,403 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Accrued Liabilities, Current [Abstract] | ||
Compensation | $ 1,621,260 | $ 2,231,122 |
Severance and related costs | 623,995 | 396,138 |
Lease termination obligation | 374,980 | 395,071 |
Research and development | 625,362 | 1,065,169 |
Interest payable | 935,137 | 1,991,044 |
Professional fees | 336,274 | 313,585 |
Director fees | 0 | 59,122 |
Other accrued expenses | 3,875 | 7,220 |
Accrued expenses, total | $ 4,520,883 | $ 6,458,471 |
Senior Secured Notes (Details)
Senior Secured Notes (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Debt Instrument [Line Items] | ||
Senior secured notes | $ 9,058,120 | $ 13,179,449 |
Senior secured notes (the "Noteholders") | ||
Debt Instrument [Line Items] | ||
Senior secured notes | 10,395,000 | 13,500,000 |
Unamortized debt discount | (1,336,880) | (320,551) |
Senior secured notes | $ 9,058,120 | $ 13,179,449 |
Senior Secured Notes (Detail Te
Senior Secured Notes (Detail Textuals) | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2018USD ($)$ / sharesshares | Oct. 31, 2017USD ($)Investorshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ (1,252,353) | |||
Repayment of principal amount | $ 1,300,000 | |||
Common stock price per share | $ / shares | $ 1.11924 | |||
Number of common stock called by warrants | shares | 4,407 | |||
Exercise price per share | $ / shares | $ 0.01 | |||
Additional debt discount | $ 1,500,000 | |||
Common stock warrants issued with senior secured notes | ||||
Debt Instrument [Line Items] | ||||
Number of common stock called by warrants | shares | 3,882,001 | |||
Series B convertible preferred stock ("Series B Convertible") | ||||
Debt Instrument [Line Items] | ||||
Accrued interest | $ 41,507 | |||
Senior secured notes (the "Noteholders") | ||||
Debt Instrument [Line Items] | ||||
Repayment of principal amount | $ 3,100,000 | |||
Repayments of accrued interest | 1,300,000 | |||
Interest Expense, Debt | $ 151,052 | $ 504,585 | ||
Senior secured notes (the "Noteholders") | Common Stock | BioLexis | ||||
Debt Instrument [Line Items] | ||||
Percentage of price per share paid | 120.00% | |||
Purchase and exchange agreement (the "Exchange Agreement") | Series B convertible preferred stock ("Series B Convertible") | ||||
Debt Instrument [Line Items] | ||||
Number of preferred shares issued upon conversion of debt | shares | 1,500,000 | |||
Purchase and exchange agreement (the "Exchange Agreement") | Senior secured notes (the "Noteholders") | ||||
Debt Instrument [Line Items] | ||||
Number of existing investors and holders | Investor | 2 | |||
Aggregate principal amount of senior secured notes | $ 1,500,000 | |||
Accrued interest on debt conversion | 41,507 | |||
Loss on extinguishment of debt | $ 1,252,353 | |||
Repayment of principal amount | $ 13,500,000 | |||
Extend the maturity of senior secured notes | 12 months | |||
Private Placement | Senior secured notes (the "Noteholders") | BioLexis | ||||
Debt Instrument [Line Items] | ||||
Exercise price per share | $ / shares | $ 3 | |||
Reduced the exercise price of the warrants | $ / shares | $ 1.50 |
Commitments (Details )
Commitments (Details ) | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Lease Termination Obligation [Roll Forward] | |
Lease termination payments Balance October 1, 2018 | $ 3,850,081 |
Lease termination payments expensed /accrued expense | 3,629 |
Cash payments of lease termination | (150,000) |
Lease termination payments Balance December 31, 2018 | $ 3,703,710 |
Common Stock, Convertible Pre_3
Common Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) (Details) | 3 Months Ended | |
Dec. 31, 2018$ / sharesshares | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | shares | 45,288,125 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | |
February 18, 2022 | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | shares | 3,333,333 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.5 | |
Expiration date | Feb. 18, 2022 | [1] |
November 11, 2019 | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | shares | 809,971 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | |
Expiration date | Nov. 11, 2019 | |
December 22, 2024 | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | shares | 3,882,001 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.5 | |
Expiration date | Dec. 22, 2024 | [2] |
October 31, 2025 | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | shares | 16,750,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.9 | |
Expiration date | Oct. 31, 2025 | |
May 10, 2026 | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | shares | 10,256,410 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.975 | |
Expiration date | May 10, 2026 | |
June 8, 2026 | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | shares | 10,256,410 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.975 | |
Expiration date | Jun. 30, 2026 | |
[1] | In January 2019, the Company reduced the exercise price of these warrants from $6.60 to $1.50 and further extended the exercise period from February 18, 2019 to February 18, 2022. | |
[2] | In November 2018, the Company reduced the exercise price of the warrants issued in connection with its senior secured notes from $3.00 to $1.50 and extended the expiration of the Senior Note Warrants by three years to December 22, 2024. |
Common Stock, Convertible Pre_4
Common Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parentheticals) (Details) - $ / shares | Dec. 31, 2018 | Sep. 30, 2018 |
Class of Warrant or Right [Line Items] | ||
Exercise price per share | $ 0.01 | |
Series A warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price per share | 1.50 | $ 6.60 |
Senior note warrants issued with senior secured notes | ||
Class of Warrant or Right [Line Items] | ||
Exercise price per share | $ 1.50 | $ 3 |
Common Stock, Convertible Pre_5
Common Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) (Detail Textuals) - USD ($) | Nov. 05, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Oct. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2018 | Sep. 07, 2017 |
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Proceeds from issuance of private placement | $ 8,000,000 | ||||||||
Issuance of vested restricted stock units (in shares) | 1,156 | 596,783 | |||||||
Value of shares issued in cash | $ 6,382,181 | ||||||||
Number of common stock called by warrants | 4,407 | ||||||||
Closing price of common stock | $ 1.11924 | ||||||||
Exercise price per share | $ 0.01 | ||||||||
Series A convertible preferred stock | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Value of shares issued in cash | $ 14,265,861 | ||||||||
Number of share issued | 217,372 | ||||||||
Common Stock | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Issuance of vested restricted stock units (in shares) | 1,156 | 596,783 | |||||||
BioLexis | Series A convertible preferred stock | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Number of Series A convertible stock converted | 208,836 | ||||||||
Number of common stock issued upon conversion | 31,572,617 | ||||||||
Purchase Agreement | BioLexis | Common Stock | Series A convertible preferred stock | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Convertible preferred stock, shares issued upon conversion | 37,795,948 | ||||||||
Conversion rate per share | $ 0.66 | ||||||||
IPO | Purchase Agreement | BioLexis | Series A convertible preferred stock | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Number of share issued | 32,628 | ||||||||
Proceeds from issuance of Series A convertible preferred stock | $ 3,262,800 | ||||||||
Dividend rate | 10.00% | ||||||||
Private Placement | Purchase Agreement | BioLexis | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Proceeds from issuance of private placement | $ 12,000,000 | ||||||||
Proceeds from issuance of private placement (net of issuance costs) | $ 11,800,000 | ||||||||
Closing price of common stock | $ 0.9327 | ||||||||
Private Placement | Purchase Agreement | BioLexis | Series A Convertible and BioLexis Warrants | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 217,372 | ||||||||
Cash received upon sale of Series A Convertible and GMS Tenshi Warrants | $ 21,737,200 | ||||||||
Value of shares issued in cash | $ 25,000,000 | ||||||||
Number of common stock called by warrants | 16,750,000 | ||||||||
Terms of warrant | 8 years | ||||||||
Convertible preferred stock, beneficial conversion charge | $ 15,355,019 | ||||||||
Private Placement | Purchase Agreement | BioLexis | Series A convertible preferred stock | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Closing price of common stock | $ 1.26 | $ 0.90 | |||||||
First two tranches of private placement | Purchase Agreement | BioLexis | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 12,865,872 |
Common Stock, Convertible Pre_6
Common Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) (Detail Textuals 1) - $ / shares | 3 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||
Preferred stock, stated value (in dollars per share) | $ 0.01 | $ 0.01 | |
Series A-1 convertible preferred stock | |||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||
Number of stock issued for settle of dividend | 1,505 | ||
Series A convertible preferred stock | |||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||
Number of share issued | 217,372 | ||
Purchase and exchange agreement (the "Exchange Agreement") | BioLexis | Series A-1 convertible preferred stock | |||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||
Series A-1 authorized for issuance | 200,000 | ||
Preferred stock, stated value (in dollars per share) | $ 100 | ||
Convertible preferred stock, shares issued upon conversion | 8,879,780 | ||
Dividend rate | 10.00% | ||
Liquidation preference description | liquidation preference payable equals the sum of (A) 550% of the Series A-1 stated value per share plus (B) an amount equal to (x) 550% of any accrued, but unpaid, preferred dividends (as defined in the Certificate of Designation) plus (y) any unpaid participating dividends (as defined in the Certificate of Designation). In the case of a deemed liquidation event (as defined in the Certificate of Designation), the multiplier is increased to 600%. | ||
Percentage of stated value per share of preferred stock liquidation preference payable | 550.00% | ||
Percentage of accrued but unpaid preferred dividends | 550.00% | ||
Percentage increase in multiplier in case of deemed liquidation | 600.00% | ||
Deemed liquidation event description | Additionally, the holder may irrevocably require the Company to redeem the Series A-1 in the event of a deemed liquidation event for the sum of (A) 600% of the Series A-1 stated value per share plus (B) an amount equal to (x) 600% of any accrued, but unpaid, preferred dividends plus (y) any unpaid participating dividends, although such redemption may not be made without the consent of the senior secured noteholders if such notes are outstanding at the time of any such redemption. |
Common Stock, Convertible Pre_7
Common Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) (Detail Textuals 2) - USD ($) | 1 Months Ended | 2 Months Ended | |
Oct. 31, 2017 | Jun. 30, 2018 | Dec. 31, 2018 | |
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||
Number of warrants issued | 4,407 | ||
Exercise price per share | $ 0.01 | ||
Series B convertible preferred stock | |||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||
Stock issued during period for conversion of convertible securities | $ 1,500,000 | ||
Conversion of Series A convertible preferred stock into common stock (in shares) | 1,500,000 | ||
Accrued interest | $ 41,507 | ||
Number of stock converted | 1,500,000 | ||
Number of stock issued upon conversion | 2,112,675 | 2,112,675 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - 2015 Equity Incentive Plan - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 872,289 | $ 1,889,820 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 91,209 | 318,241 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 781,080 | $ 1,571,579 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details 1) | 3 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of Shares | |
Balance at October 1, 2018 | shares | 1,457,145 |
Granted | shares | 1,995,995 |
Expired | shares | (15,000) |
Forfeited | shares | (348,163) |
Balance at December 31, 2018 | shares | 3,089,977 |
Vested and exercisable | shares | 1,160,995 |
Vested and expected to vest at December 31, 2018 | shares | 3,089,977 |
Weighted Average Exercise Price | |
Balance at October 1, 2018 | $ / shares | $ 0.90 |
Granted | $ / shares | 0.89 |
Expired | $ / shares | 1.32 |
Forfeited | $ / shares | 0.91 |
Balance at December 31, 2018 | $ / shares | 0.90 |
Vested and exercisable | $ / shares | 0.90 |
Vested and expected to vest at December 31, 2018 | $ / shares | $ 0.90 |
Weighted Average Remaining Contractual Term (Years) | |
Balance at December 31, 2018 | 9 years 3 months 18 days |
Vested and exercisable | 8 years 9 months 18 days |
Vested and expected to vest at December 31, 2018 | 9 years 3 months 18 days |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details 2) | 3 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Risk-free interest rate | 3.02% |
Expected life | 5 years 7 months 6 days |
Expected volatility | 87.20% |
Expected dividend yield | 0.00% |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details 3) - Performance-based stock units | 3 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of PSUs | |
Balance at October 1, 2018 | shares | 129,095 |
Forfeitures | shares | 0 |
Balance at December 31, 2018 | shares | 129,095 |
Vested and exercisable at December 31, 2018 | shares | 128,950 |
Vested and expected to vest at December 31, 2018 | shares | 129,095 |
Weighted Average Base Price Per Unit | |
Balance at October 1, 2018 | $ / shares | $ 6.25 |
Forfeitures | $ / shares | 0 |
Balance at December 31, 2018 | $ / shares | 6.25 |
Vested and exercisable at December 31, 2018 | $ / shares | 6.23 |
Vested and expected to vest at December 31, 2018 | $ / shares | $ 6.25 |
Weighted Average Remaining Contractual Term (Years) | |
Balance at December 31, 2018 | 5 years 6 months |
Vested and exercisable at December 31, 2018 | 5 years 6 months |
Vested and expected to vest at December 31, 2018 | 5 years 6 months |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details 4) - Restricted stock units | 3 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of RSUs | |
Balance at October 1, 2018 | shares | 61,109 |
Vested and settled | shares | (1,156) |
Forfeitures | shares | (290) |
Balance at December 31, 2018 | shares | 59,663 |
Weighted Average Grant Date Fair Value | |
Balance at October 1, 2018 | $ / shares | $ 19.23 |
Vested and settled | $ / shares | 12 |
Forfeitures | $ / shares | 12 |
Balance at December 31, 2018 | $ / shares | $ 19.41 |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Detail Textuals) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, shares outstanding | 85,091,786 | 72,220,351 |
Accrued directors fees settled in fully vested stock options | $ 49,121 | |
2015 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate number of common stock authorized for issuance | 8,404,023 | |
Number of shares available for grant | 3,926,136 | |
Vesting term | 10 years | |
2015 Equity Incentive Plan | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 2 years | |
2015 Equity Incentive Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
2011 Equity Compensation Plan (the "2011 Plan") | Officers, Employees, Consultants and Directors | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares of common stock reserved for issuance | 851,926 | |
Common stock, shares outstanding | 129,095 |
Stock-Based Compensation (Det_7
Stock-Based Compensation (Detail Textuals 1) - Stock options | 3 Months Ended |
Dec. 31, 2018USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value of the options awarded to employees | $ / shares | $ 0.64 |
Aggregate intrinsic value | $ 0 |
Unrecognized compensation expense | $ 1,059,498 |
Weighted average period of unrecognized compensation expense that is expected to be recognized | 3 years 3 months 18 days |
Stock-Based Compensation (Det_8
Stock-Based Compensation (Detail Textuals 2) | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Performance-based stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Term of PSUs | 10 years |
Unamortized expense to be recognized of stock awards other than options | $ 532 |
Weighted-average period for recognition of unamortized expense | 3 months 18 days |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unamortized expense to be recognized of stock awards other than options | $ 378,925 |
Weighted-average period for recognition of unamortized expense | 9 months |
Related-Party Transactions (Det
Related-Party Transactions (Detail Textuals) - Strategic partnership agreement - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Nov. 30, 2018 | |
MTTR, LLC ("MTTR") | ||
Related Party Transaction [Line Items] | ||
Revenue from consulting fees and expense reimbursement | $ 290,480 | |
MTTR, LLC | Terry Dagnon | ||
Related Party Transaction [Line Items] | ||
Percentage of ownership interest | 16.66% |