Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jun. 30, 2018 | Aug. 10, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Oncobiologics, Inc. | |
Entity Central Index Key | 1,649,989 | |
Trading Symbol | ons | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 72,198,468 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Current assets: | ||
Cash | $ 11,796,668 | $ 3,185,519 |
Prepaid and other current assets | 1,335,654 | 719,087 |
Total current assets | 13,132,322 | 3,904,606 |
Property and equipment, net | 20,284,405 | 16,088,902 |
Other assets | 669,315 | 740,362 |
Total assets | 34,086,042 | 20,733,870 |
Current liabilities: | ||
Senior secured notes | 12,839,092 | |
Current portion of long-term debt | 86,735 | 52,600 |
Current portion of capital lease obligations | 694,878 | 341,120 |
Stockholder notes | 4,612,500 | 4,612,500 |
Accounts payable | 3,351,211 | 10,954,358 |
Accrued expenses | 6,119,446 | 7,337,469 |
Income taxes payable | 2,352,129 | 2,352,129 |
Deferred revenue | 2,207,353 | 3,087,561 |
Total current liabilities | 32,263,344 | 28,737,737 |
Senior secured notes | 13,231,700 | |
Long-term debt | 111,541 | 151,110 |
Capital lease obligations | 3,507,211 | 28,067 |
Warrant liability | 2,048,838 | 2,274,954 |
Deferred revenue | 3,061,402 | 4,466,865 |
Other liabilities | 2,358,339 | 2,569,971 |
Total liabilities | 43,350,675 | 51,460,404 |
Commitments (Note 8) | ||
Series A convertible preferred stock, par value $0.01 per share: 1,000,000 shares authorized, 52,209 and 32,628 shares issued and outstanding at June 30, 2018 and September 30, 2017, respectively | 3,934,967 | 2,924,441 |
Stockholders' equity (deficit): | ||
Preferred stock, value | ||
Common stock, par value $0.01 per share; 200,000,000 shares authorized; 72,198,468 and 24,933,944 shares issued and outstanding at June 30, 2018 and September 30, 2017, respectively | 721,985 | 249,339 |
Additional paid-in capital | 190,186,119 | 152,315,088 |
Accumulated deficit | (204,107,704) | (186,215,402) |
Total stockholders' equity (deficit) | (13,199,600) | (33,650,975) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | 34,086,042 | 20,733,870 |
Series B Convertible Preferred Stock | ||
Stockholders' equity (deficit): | ||
Preferred stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Series A convertible preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Series A convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Series A convertible preferred stock, shares issued | 52,209 | 32,628 |
Series A convertible preferred stock outstanding | 52,209 | 32,628 |
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 7,500,000 | 7,500,000 |
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 | 72,198,468 | 24,933,944 |
Common stock, shares outstanding | 72,198,468 | 24,933,944 |
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 |
Preferred stock shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Collaboration revenues | $ 771,890 | $ 303,140 | $ 2,315,670 | $ 909,421 |
Operating expenses: | ||||
Research and development | 5,795,993 | 4,157,696 | 11,354,781 | 21,504,939 |
General and administrative | 2,195,789 | 3,481,854 | 8,191,546 | 12,374,125 |
Total operating expenses | 7,991,782 | 7,639,550 | 19,546,327 | 33,879,064 |
Loss from operations | (7,219,892) | (7,336,410) | (17,230,657) | (32,969,643) |
Interest expense, net | 1,147,371 | 1,745,544 | 2,786,124 | 3,478,581 |
Loss on extinguishement of debt | 1,252,353 | |||
Change in fair value of warrant liability | 64,659 | (3,750,578) | (226,116) | (3,976,397) |
Loss before income taxes | (8,431,922) | (5,331,376) | (21,043,018) | (32,471,827) |
Income tax (benefit) expense | (3,150,716) | 4,000 | ||
Net loss | (8,431,922) | (5,331,376) | (17,892,302) | (32,475,827) |
Recognition of beneficial conversion feature upon issuance of Series A convertible preferred stock | (15,736,683) | |||
Series A convertible preferred stock dividends and related settlement | (652,612) | (1,740,108) | ||
Net loss attributable to common stockholders | $ (9,084,534) | $ (5,331,376) | $ (35,369,093) | $ (32,475,827) |
Per share information: | ||||
Net loss per share of common stock, basic | $ (0.26) | $ (0.22) | $ (1.24) | $ (1.37) |
Net loss per share of common stock, diluted | $ (0.26) | $ (0.22) | $ (1.24) | $ (1.53) |
Weighted average shares outstanding, basic | 34,540,056 | 24,442,056 | 28,422,852 | 23,788,046 |
Weighted average shares outstanding, diluted | 34,540,056 | 24,442,056 | 28,422,852 | 23,813,910 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (unaudited) - 9 months ended Jun. 30, 2018 - USD ($) | Series A convertible preferred stock | 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] | ||||||
Proceeds from exercise of common stock warrants | $ 35 | (35) | ||||
Proceeds from exercise of common stock warrants (in shares) | 3,460 | |||||
Issuance of vested restricted stock units | $ 8,210 | (8,210) | ||||
Issuance of vested restricted stock units (in shares) | 821,006 | 821,006 | ||||
Private placement sale of common stock and common stock warrants, net of costs | $ 127,548 | 14,728,540 | $ 14,856,088 | |||
Private placement sale of common stock and common stock warrants, net of costs (in shares) | 12,754,766 | |||||
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 | |||||
Series A convertible preferred stock dividends and settlement | $ 1,104,481 | (1,740,108) | (1,740,108) | |||
Series A convertible preferred stock dividends and settlement (in shares) | 11,045 | |||||
Conversion of Series A convertible preferred stock into common stock | $ (14,359,816) | $ 315,726 | 14,044,090 | 14,359,816 | ||
Conversion of Series A convertible preferred stock into common stock (in shares) | (208,836) | 31,572,617 | ||||
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 | |||||
Conversion of Series B convertible preferred stock into common stock | $ (2,661,972) | $ 21,127 | 2,640,845 | |||
Conversion of Series B convertible preferred stock into common stock (in shares) | (1,500,000) | 2,112,675 | ||||
Stock-based compensation expense | 1,823,728 | 1,823,728 | ||||
Net loss | (17,892,302) | (17,892,302) | ||||
Balance at Jun. 30, 2018 | $ 3,934,967 | $ 721,985 | $ 190,186,119 | $ (204,107,704) | $ (13,199,600) | |
Balance (in shares) at Jun. 30, 2018 | 52,209 | 72,198,468 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
OPERATING ACTIVITIES | ||
Net loss | $ (17,892,302) | $ (32,475,827) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,229,947 | 2,022,028 |
Loss on extinguishment of debt | 1,252,353 | |
Non-cash interest expense | 1,200,504 | 2,310,096 |
Stock-based compensation | 1,823,728 | 6,912,547 |
Change in fair value of warrant liability | (226,116) | (3,976,397) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (606,067) | 2,278,590 |
Other assets | (33,612) | 51,604 |
Accounts payable | (8,002,074) | 6,661,571 |
Accrued expenses | (2,101,223) | 1,396,417 |
Deferred revenue | (2,285,671) | (909,421) |
Other liabilities | (4,806) | 143,884 |
Net cash used in operating activities | (24,645,339) | (15,584,908) |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (1,518,349) | (268,106) |
Net cash used in investing activities | (1,518,349) | (268,106) |
FINANCING ACTIVITIES | ||
Proceeds from the sale of common stock, net of offering costs | 14,856,088 | 1,607,396 |
Payment of debt issuance costs | (40,000) | |
Proceeds from issuance of Series A convertible preferred stock | 21,737,200 | |
Proceeds from the sale of senior secured notes and detachable warrants | 15,000,000 | |
Proceeds from exercise of common stock warrants | 253,289 | |
Change in restricted cash | 216,086 | |
Payments of capital leases obligations | (634,866) | (730,024) |
Repayment of debt | (94,427) | (2,665,722) |
Payment of financing costs | (1,089,158) | |
Net cash provided by financing activities | 34,774,837 | 13,641,025 |
Net increase (decrease) in cash | 8,611,149 | (2,211,989) |
Cash at beginning of period | 3,185,519 | 2,351,887 |
Cash at end of period | 11,796,668 | 139,898 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 81,005 | 556,299 |
Supplemental schedule of noncash investing activities: | ||
Purchases of property and equipment in accounts payable and accrued expenses | 463,007 | 23,698 |
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 | |
Issuance of capital lease obligations in connection with purchase of property and equipment | 4,260,942 | 62,230 |
Series A convertible preferred stock dividends | 652,612 | |
Settlement of Series A convertible preferred stock dividends upon issuance of Series A convertible preferred stock | $ 1,104,481 | |
Deferred offering costs and common stock issuance costs in accounts payable and accrued expenses | $ 292,367 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Jun. 30, 2018 | |
Organization And Description Of Business [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Oncobiologics, Inc. (“Oncobiologics” or the “Company”) was incorporated in New Jersey on January 5, 2010 and started operations in July 2011. Oncobiologics is a clinical-stage biopharmaceutical company focused on identifying, developing, manufacturing and commercializing complex monoclonal antibody (“mAb”) therapeutics. The Company has established fully integrated in-house development and manufacturing capabilities that addresses the numerous complex technical and regulatory challenges in developing and commercializing mAb therapeutics. The Company is based in Cranbury, New Jersey. |
Liquidity
Liquidity | 9 Months Ended |
Jun. 30, 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 $204.1 million as of June 30, 2018. The Company has substantial indebtedness that includes $13.5 million of senior secured notes due in December 2018 and $4.6 million in notes payable to stockholders that are payable on demand. There can be no assurance that the holders of the stockholder notes will not exercise their right to demand repayment. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited interim 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 unaudited interim 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. Management believes that the Company’s existing cash as of June 30, 2018 will be sufficient to fund its operations into November 2018, excluding 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, providing manufacturing services on a contract basis to other biopharmaceutical companies 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 | 9 Months Ended |
Jun. 30, 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. 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 June 30, 2018 and its results of operations for the three and nine months ended June 30, 2018 and 2017 and cash flows for the nine months ended June 30, 2018 and 2017. Operating results for the three and nine months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the full year ending September 30, 2018. 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, 2017 included in the Company’s Annual Report on Form 10-K, as amended to date, filed with the Securities and Exchange Commission (“SEC”), on December 29, 2017. 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. Income taxes In November 2017, the Company received approval from the New Jersey Economic Development Authority’s Technology Business Tax Certificate Transfer Program to sell a portion of its unused New Jersey net operating losses (“NOLs”), and research and development (“R&D”) tax credits. As a result, the Company received $3.15 million of cash from the sale of these NOLs and credits in December 2017, which it recognized as an income tax benefit for the nine months ended June 30, 2018. The Company recorded income tax expense of $4,000 for the nine months ended June 30, 2017, which is primarily attributable to state and foreign withholding taxes in connection with the Company’s collaboration and licensing agreements. 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 June 30, Nine Months Ended June 30, 2018 2017 2018 2017 Basic Earnings Per Share Net loss $ (9,084,534 ) $ (5,331,376 ) $ (35,369,093 ) $ (32,475,827 ) Common stock outstanding (weighted average) 34,540,056 24,442,056 28,422,852 23,788,046 Basic net loss per share $ (0.26 ) $ (0.22 ) $ (1.24 ) $ (1.37 ) Diluted Earnings Per Share Net loss (9,084,534 ) (5,331,376 ) (35,369,093 ) (32,475,827 ) Add change in fair value of warrant liability - - - (3,976,397 ) Diluted net loss (9,084,534 ) (5,331,376 ) (35,369,093 ) (36,452,224 ) Common stock outstanding (weighted average) 34,540,056 24,442,056 28,422,852 23,788,046 Add shares from dilutive warrants - - - 25,864 Common stock equivalents 34,540,056 24,442,056 28,422,852 23,813,910 Diluted net loss per share $ (0.26 ) $ (0.22 ) $ (1.24 ) $ (1.53 ) The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares outstanding as of June 30, 2018 and 2017, as they would be antidilutive: As of June 30, 2018 2017 Series A convertible preferred stock 7,893,155 - Performance-based stock units 150,951 214,413 Restricted stock units 83,281 1,068,260 Common stock warrants 45,292,494 7,760,988 Stock options 1,062,075 - Correction of immaterial error related to prior periods During fiscal 2017, the Company identified an error related to its accounting and classification for the 82,000 square feet of office and laboratory space in Cranbury, New Jersey that was entered into during August 2015. Due to the Company’s involvement in the construction required to complete the leased facility, the Company concluded that the lease should have been accounted for as a direct financing arrangement, whereby the Company records, the fair value of the asset in property and equipment, net on the consolidated balance sheets. A corresponding liability is also recorded and amortized over the lease term through monthly rental payments using the effective interest method. For the three and nine months ended June 30, 2017, rent expense was overstated by $0.1 million and $0.3 million, respectively, and interest expense was understated by $0.1 million and $0.3 million, respectively. This was primarily attributable to the reclassification of rental payments into interest expense payments in connection with a financing arrangement rather than an operating lease arrangement, as previously presented. The Company reviewed the impact of this error on the prior periods in accordance with SEC Staff Accounting Bulletin No. 99 “Materiality,” Recently issued and adopted accounting pronouncements In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In May 2017, the FASB issued ASU No. 2017-09 , Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases, (Topic 842) i.e. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers · Contracts with customers · Significant judgments and changes in judgments · Certain assets In July 2015, the FASB delayed the effective date of this guidance. As a result, this guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. This ASU is not expected to have a material impact on the Company’s consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 30, 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: June 30, 2018 (Level 1) (Level 2) (Level 3) Liabilities Warrant liability $ - $ - $ 2,048,838 September 30, 2017 (Level 1) (Level 2) (Level 3) Liabilities Warrant liability $ - $ - $ 2,274,954 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 nine months ended June 30, 2018: Balance at October 1, 2017 $ 2,274,954 Change in fair value (226,116 ) Balance at June 30, 2018 $ 2,048,838 The warrants issued in connection with the senior secured notes are classified as liabilities on the accompanying consolidated balance sheet as such 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: June 30, 2018 Risk-free interest rate 2.68% Remaining contractual life of warrant 3.64 years Expected volatility 128% Annual dividend yield 0% Fair value of common stock $0.85 per share |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net, consists of: June 30, September 30, 2018 2017 Laboratory equipment $ 14,172,847 $ 11,574,474 Leasehold improvements 10,071,574 10,032,640 Computer software and hardware 483,807 472,054 Land and building 3,000,000 - Construction in progress 3,431,065 2,654,675 31,159,293 24,733,843 Less: accumulated depreciation and amortization (10,874,888 ) (8,644,941 ) $ 20,284,405 $ 16,088,902 Depreciation and amortization expense was $822,059 and $672,098 for the three months ended June 30, 2018 and 2017 respectively, and $2,229,947 and $2,022,028 for the nine months ended June 30, 2018 and 2017, respectively. At June 30, 2018, $7,953,856 represents laboratory equipment under capital leases and the Company’s corporate office that is classified as a capital lease. At September 30, 2017, $3,692,913 represents laboratory equipment under capital leases. The term of the equipment leases are between 22 and 36 months and qualify as capital leases. The Company’s corporate office lease matures in February 2028. The equipment leases bear interest between 5.0% and 19.4% and the effective interest rate on the corporate office lease is 43.9%. At June 30, 2018 and September 30, 2017, $1,462,554 and $1,061,901, respectively, of accumulated amortization related to capital leases. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Jun. 30, 2018 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consists of: June 30, September 30, 2018 2017 Compensation $ 2,367,295 $ 3,688,592 Severance and related costs 766,046 - Dividends on Series A Convertible 652,613 - Research and development 208,130 1,637,657 Interest payable 1,745,907 1,047,122 Professional fees 331,576 521,973 Director fees 45,632 376,695 Other accrued expenses 2,247 65,430 $ 6,119,446 $ 7,337,469 |
Senior Secured Notes
Senior Secured Notes | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Senior Secured Notes | 7. Senior Secured Notes June 30, 2018 Senior secured notes $ 13,500,000 Unamortized debt discount (660,908 ) $ 12,839,092 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 “Noteholders”), pursuant to which the 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. The 1,500,000 shares of Series B Convertible were converted into an aggregate of 2,112,675 shares of common stock in the three months ended June 30, 2018 and there are no longer any shares of Series B Convertible issued and outstanding. Interest expense on the senior secured notes for the three months ended June 30, 2018 and 2017 was $500,012 and $1,500,500, respectively, and $1,486,737 and $2,548,428 for the nine months ended June 30, 2018 and 2017, respectively. |
Commitments
Commitments | 9 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 8. Commitments During the nine months ended June 30, 2018, the Company entered into an amendment to its lease for its corporate offices in Cranbury, New Jersey. Pursuant to the amended terms, the Company is occupying 100% of the corporate facility and has extended the lease term through February 2028 with two five year renewal options. As a result of this amendment, the lease is now classified as a capital lease. The Company initially recorded the lease obligation and corresponding building asset based on its estimated fair value of approximately $3,000,000. The building is being depreciated over the lease term. Future lease payments will be allocated to interest expense and a pay-down of the lease obligation. Future minimum payments under the amended lease at June 30, 2018 are as follows: June 30, 2018 Within one year $ 1,379,876 Two years 1,397,616 Three years 1,418,820 Four years 1,506,204 Five years 1,531,732 Thereafter 7,676,097 Total rental payments 14,910,345 Less: Amounts representing interest (11,692,316 ) Present value of payments $ 3,218,029 |
Common Stock, Convertible Prefe
Common Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) | 9 Months Ended |
Jun. 30, 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 In May 2018, the Company entered into a purchase agreement with GMS Tenshi Holdings Pte. Limited, a Singapore private limited company and the Company's controlling stockholder and strategic partner (“GMS Tenshi”), pursuant to which GMS Tenshi purchased, in a private placement, 12,754,766 shares of common stock and common stock warrants to purchase 20,512,820 shares of common stock for cash proceeds of $15.0 million. The transaction closed in two tranches in May and June 2018. The warrants have an exercise price of $0.975 per share and a term of eight years from their issuance date. During the nine months ended June 30, 2018, the Company issued 821,006 shares of common stock upon the vesting of RSUs. Convertible preferred stock In September 2017, the Company entered into a purchase agreement with GMS Tenshi, pursuant to which GMS Tenshi agreed to purchase, in a private placement (the “Private Placement”), $25.0 million of the Company’s newly-created voting Series A Convertible Preferred Stock (the “Series A Convertible”), and warrants (the “GMS Tenshi Warrants” and together with the Series A Convertible, the “Securities”) to acquire 16,750,000 shares of common stock. On September 11, 2017, the Company completed the initial sale of 32,628 shares of Series A Convertible to GMS Tenshi 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 GMS Tenshi Warrants to GMS Tenshi in the 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 GMS Tenshi 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 GMS Tenshi 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 GMS Tenshi 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 accrues 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. During the nine months ended June 30, 2018, the Company issued an additional 11,045 shares of Series A Convertible to settle the related dividends that were due on a quarterly basis. The Company recognized a beneficial conversion charge of $381,664 during the nine months ended June 30, 2018, which represents the in-the-money value of the conversion rate as of the date of issuance. In June 2018, GMS Tenshi converted 208,836 shares of Series A Convertible into 31,572,617 shares of common 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 exchange was accounted for as an extinguishment of debt. See Note 7. The Series B Convertible were non-voting, did not accrue dividends nor did the shares of Series B Convertible have any specific rights or preferences, and had a stated value of $1.00 per share and were convertible into 2,112,675 shares of common stock. 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 June 30, 2018, the Company had the following warrants outstanding to acquire shares of its common stock: Outstanding Exercise P rice Per S hare Expiration D ate Series A warrants 3,333,333 $ 6.60 February 18, 2019 Common stock warrants issued with initial public offering 814,340 $ 0.01 November 11, 2019 Common stock warrants issued with senior secured notes 3,882,001 $ 3.00 December 22, 2021 Common stock warrants issued with Series A Convertible 16,750,000 $ 0.90 October 31, 2025 Common stock warrants issued in May 2018 10,256,410 $ 0.975 May 10, 2026 Common stock warrants issued in June 2018 10,256,410 $ 0.975 June 8, 2026 45,292,494 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Jun. 30, 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 June 30, 2018, PSUs representing 150,951 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 maximum number of shares of common stock that may be issued under the 2015 Plan is 2,638,101 shares. As of June 30, 2018, 839,756 shares remained available for grant under the 2015 Plan. The Company recorded stock-based compensation expense in the following expense categories of its statements of operations for the three and nine months ended June 30, 2018 and 2017: Three Months Ended June 30, Nine Months Ended June 30, 2018 2017 2018 2017 Research and development $ 86,872 $ 205,104 $ 2,079 $ 1,022,919 General and administrative 147,247 1,916,000 1,821,649 5,889,628 $ 234,119 $ 2,121,104 $ 1,823,728 $ 6,912,547 Stock options During the nine months ended June 30, 2018, the Company granted a total of 1,077,075 stock options to its board of directors and employees of which 20,000 options granted will vest 50% on the third anniversary of the commencement date and the remaining 50% on the fourth anniversary of the commencement date, 60,000 options granted will vest on the first anniversary of the grant date and 997,075 options granted will vest annually over three years. As of June 30, 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, 2017 - $ - Granted 1,077,075 0.96 Expired/forfeited/cancelled (15,000 ) 1.32 Balance at June 30, 2018 1,062,075 0.96 9.9 Vested and exercisable - Vested and expected to vest at June 30, 2018 1,062,075 $ 0.96 9.9 The weighted average grant date fair value of the options awarded to employees for the nine months ended June 30, 2018 was $0.52 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 June 30, 2018, the aggregate intrinsic value of the unvested 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: Nine Months 2018 Risk-free interest rate 2.72% Expected life 5.99 years Expected volatility 61% Expected dividend yield - As of June 30, 2018, there was $503,538 of unrecognized compensation expense that is expected to be recognized over a weighted-average period of 2.84 years. Performance-based stock units The Company has issued PSUs, which generally have a ten year life from the date of grant and vest 50% after the third anniversary from issuance and the remaining 50% on the fourth anniversary. The PSUs are exercisable upon the earlier of (i) a change in control, (ii) consummation of an initial public offering, or (iii) a corporate valuation in excess of $400 million. 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 nine months ended June 30, 2018: Number Weighted of Base Price PSUs Per Unit Balance at October 1, 2017 175,530 $ 6.27 Forfeitures (24,579 ) 6.21 Balance at June 30, 2018 150,951 $ 6.31 As of June 30, 2018, there was $26,908 of unamortized expense that will be recognized over a weighted-average period of 0.52 years. Restricted stock units The RSUs generally vest over a period of two to four years from the date of grant. The following table summarizes the activity related to RSUs during the nine months ended June 30, 2018: Weighted Number Average of Grant Date RSUs Fair Value Balance at October 1, 2017 939,879 $ 18.78 Granted 20,000 1.16 Vested and settled (821,006 ) 17.95 Forfeitures (55,592 ) 16.62 Balance at June 30, 2018 83,281 $ 21.76 As of June 30, 2018, there was $714,046 of unamortized expense that will be recognized over a weighted-average period of 1.17 years. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 11. Related-Party Transactions During the three months ended June 30, 2018, the Company negotiated a contract with Sonnet Biotherapeutics, Inc. (“Sonnet”) to provide contract development and manufacturing (“CDMO”) services. The maximum contract value is estimated to be approximately $5.1 million, if all milestones are met. Additionally, in order to provide services to Sonnet and other potential CDMO customers, in November 2017, the Company acquired laboratory and office equipment from Sonnet with a value of $115,000 and during the nine months ended June 30, 2018, assumed leases of$201,000 for equipment necessary for the planned expansion of the Company’s development and manufacturing facilities. Such leases were personally guaranteed by Pankaj Mohan, Ph.D., the Company’s former Chairman and Chief Executive Officer (“CEO”), and current Class III director. Dr. Mohan and Mr. Donald Griffith, Class II Director, are members of the board of directors of Sonnet, with Dr. Mohan serving as Executive Chairman of Sonnet. In addition, Dr. Mohan is a significant stockholder of Sonnet and Mr. Griffith is the President, Chief Executive Officer and Chief Financial Officer, of Sonnet. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events In July 2018, the Company entered into an exchange agreement with GMS Tenshi, pursuant to which the Company exchanged 58,735 shares of Series A Convertible held by GMS Tenshi for 58,735 shares of its newly created series of voting convertible preferred stock, voting Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred”). Accordingly, all of the issued Series A Convertible have been retired and cancelled and may not be reissued as shares of such series in accordance with their terms. A total of 200,000 shares of Series A-1 Preferred have been authorized for issuance. The shares of Series A-1 Preferred have a stated value of $100.00 per share, are initially convertible into 8,879,780 shares of common stock and rank senior to all junior securities. The Series A-1 Preferred has the same conversion and dividend features as the Series A Convertible, but reflect an increased redemption premium and increased liquidation preference that provides GMS Tenshi with similar redemption premium and liquidation preference as before the June 20, 2018 conversion of 208,836 shares of Series A Convertible by GMS Tenshi. The Series A-1 Preferred 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 Preferred. |
Basis of Presentation and Sum19
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 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. 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 June 30, 2018 and its results of operations for the three and nine months ended June 30, 2018 and 2017 and cash flows for the nine months ended June 30, 2018 and 2017. Operating results for the three and nine months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the full year ending September 30, 2018. 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, 2017 included in the Company’s Annual Report on Form 10-K, as amended to date, filed with the Securities and Exchange Commission (“SEC”), on December 29, 2017. |
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. |
Income taxes | Income taxes In November 2017, the Company received approval from the New Jersey Economic Development Authority’s Technology Business Tax Certificate Transfer Program to sell a portion of its unused New Jersey net operating losses (“NOLs”), and research and development (“R&D”) tax credits. As a result, the Company received $3.15 million of cash from the sale of these NOLs and credits in December 2017, which it recognized as an income tax benefit for the nine months ended June 30, 2018. The Company recorded income tax expense of $4,000 for the nine months ended June 30, 2017, which is primarily attributable to state and foreign withholding taxes in connection with the Company’s collaboration and licensing agreements. |
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 June 30, Nine Months Ended June 30, 2018 2017 2018 2017 Basic Earnings Per Share Net loss $ (9,084,534 ) $ (5,331,376 ) $ (35,369,093 ) $ (32,475,827 ) Common stock outstanding (weighted average) 34,540,056 24,442,056 28,422,852 23,788,046 Basic net loss per share $ (0.26 ) $ (0.22 ) $ (1.24 ) $ (1.37 ) Diluted Earnings Per Share Net loss (9,084,534 ) (5,331,376 ) (35,369,093 ) (32,475,827 ) Add change in fair value of warrant liability - - - (3,976,397 ) Diluted net loss (9,084,534 ) (5,331,376 ) (35,369,093 ) (36,452,224 ) Common stock outstanding (weighted average) 34,540,056 24,442,056 28,422,852 23,788,046 Add shares from dilutive warrants - - - 25,864 Common stock equivalents 34,540,056 24,442,056 28,422,852 23,813,910 Diluted net loss per share $ (0.26 ) $ (0.22 ) $ (1.24 ) $ (1.53 ) The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares outstanding as of June 30, 2018 and 2017, as they would be antidilutive: As of June 30, 2018 2017 Series A convertible preferred stock 7,893,155 - Performance-based stock units 150,951 214,413 Restricted stock units 83,281 1,068,260 Common stock warrants 45,292,494 7,760,988 Stock options 1,062,075 - |
Correction of immaterial error related to prior periods | Correction of immaterial error related to prior periods During fiscal 2017, the Company identified an error related to its accounting and classification for the 82,000 square feet of office and laboratory space in Cranbury, New Jersey that was entered into during August 2015. Due to the Company’s involvement in the construction required to complete the leased facility, the Company concluded that the lease should have been accounted for as a direct financing arrangement, whereby the Company records, the fair value of the asset in property and equipment, net on the consolidated balance sheets. A corresponding liability is also recorded and amortized over the lease term through monthly rental payments using the effective interest method. For the three and nine months ended June 30, 2017, rent expense was overstated by $0.1 million and $0.3 million, respectively, and interest expense was understated by $0.1 million and $0.3 million, respectively. This was primarily attributable to the reclassification of rental payments into interest expense payments in connection with a financing arrangement rather than an operating lease arrangement, as previously presented. The Company reviewed the impact of this error on the prior periods in accordance with SEC Staff Accounting Bulletin No. 99 “Materiality,” |
Recently issued and adopted accounting pronouncements | Recently issued and adopted accounting pronouncements In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In May 2017, the FASB issued ASU No. 2017-09 , Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases, (Topic 842) i.e. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers · Contracts with customers · Significant judgments and changes in judgments · Certain assets In July 2015, the FASB delayed the effective date of this guidance. As a result, this guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. This ASU is not expected to have a material impact on the Company’s consolidated financial statements. |
Basis of Presentation and Sum20
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of computation of basic earnings per share and diluted earnings per share | Three Months Ended June 30, Nine Months Ended June 30, 2018 2017 2018 2017 Basic Earnings Per Share Net loss $ (9,084,534 ) $ (5,331,376 ) $ (35,369,093 ) $ (32,475,827 ) Common stock outstanding (weighted average) 34,540,056 24,442,056 28,422,852 23,788,046 Basic net loss per share $ (0.26 ) $ (0.22 ) $ (1.24 ) $ (1.37 ) Diluted Earnings Per Share Net loss (9,084,534 ) (5,331,376 ) (35,369,093 ) (32,475,827 ) Add change in fair value of warrant liability - - - (3,976,397 ) Diluted net loss (9,084,534 ) (5,331,376 ) (35,369,093 ) (36,452,224 ) Common stock outstanding (weighted average) 34,540,056 24,442,056 28,422,852 23,788,046 Add shares from dilutive warrants - - - 25,864 Common stock equivalents 34,540,056 24,442,056 28,422,852 23,813,910 Diluted net loss per share $ (0.26 ) $ (0.22 ) $ (1.24 ) $ (1.53 ) |
Schedule of dilutive securities excluded from the computation weighted-average shares | As of June 30, 2018 2017 Series A convertible preferred stock 7,893,155 - Performance-based stock units 150,951 214,413 Restricted stock units 83,281 1,068,260 Common stock warrants 45,292,494 7,760,988 Stock options 1,062,075 - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | June 30, 2018 (Level 1) (Level 2) (Level 3) Liabilities Warrant liability $ - $ - $ 2,048,838 September 30, 2017 (Level 1) (Level 2) (Level 3) Liabilities Warrant liability $ - $ - $ 2,274,954 |
Schedule of changes in the fair value of Level 3 valuation for the warrant liability | Balance at October 1, 2017 $ 2,274,954 Change in fair value (226,116 ) Balance at June 30, 2018 $ 2,048,838 |
Schedule of fair value of the warrant liability | June 30, 2018 Risk-free interest rate 2.68% Remaining contractual life of warrant 3.64 years Expected volatility 128% Annual dividend yield 0% Fair value of common stock $0.85 per share |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | June 30, September 30, 2018 2017 Laboratory equipment $ 14,172,847 $ 11,574,474 Leasehold improvements 10,071,574 10,032,640 Computer software and hardware 483,807 472,054 Land and building 3,000,000 - Construction in progress 3,431,065 2,654,675 31,159,293 24,733,843 Less: accumulated depreciation and amortization (10,874,888 ) (8,644,941 ) $ 20,284,405 $ 16,088,902 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Accrued Expenses [Abstract] | |
Schedule of accrued expenses | June 30, September 30, 2018 2017 Compensation $ 2,367,295 $ 3,688,592 Severance and related costs 766,046 - Dividends on Series A Convertible 652,613 - Research and development 208,130 1,637,657 Interest payable 1,745,907 1,047,122 Professional fees 331,576 521,973 Director fees 45,632 376,695 Other accrued expenses 2,247 65,430 $ 6,119,446 $ 7,337,469 |
Senior Secured Notes (Tables)
Senior Secured Notes (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of senior secured note | June 30, 2018 Senior secured notes $ 13,500,000 Unamortized debt discount (660,908 ) $ 12,839,092 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum payments under the amended lease | June 30, 2018 Within one year $ 1,379,876 Two years 1,397,616 Three years 1,418,820 Four years 1,506,204 Five years 1,531,732 Thereafter 7,676,097 Total rental payments 14,910,345 Less: Amounts representing interest (11,692,316 ) Present value of payments $ 3,218,029 |
Common Stock, Convertible Pre26
Common Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrants outstanding | Outstanding Exercise P rice Per S hare Expiration D ate Series A warrants 3,333,333 $ 6.60 February 18, 2019 Common stock warrants issued with initial public offering 814,340 $ 0.01 November 11, 2019 Common stock warrants issued with senior secured notes 3,882,001 $ 3.00 December 22, 2021 Common stock warrants issued with Series A Convertible 16,750,000 $ 0.90 October 31, 2025 Common stock warrants issued in May 2018 10,256,410 $ 0.975 May 10, 2026 Common stock warrants issued in June 2018 10,256,410 $ 0.975 June 8, 2026 45,292,494 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock-based compensation expense | Three Months Ended June 30, Nine Months Ended June 30, 2018 2017 2018 2017 Research and development $ 86,872 $ 205,104 $ 2,079 $ 1,022,919 General and administrative 147,247 1,916,000 1,821,649 5,889,628 $ 234,119 $ 2,121,104 $ 1,823,728 $ 6,912,547 |
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, 2017 - $ - Granted 1,077,075 0.96 Expired/forfeited/cancelled (15,000 ) 1.32 Balance at June 30, 2018 1,062,075 0.96 9.9 Vested and exercisable - Vested and expected to vest at June 30, 2018 1,062,075 $ 0.96 9.9 |
Schedule of assumptions under fair value of options estimated on the date of grant using a Black-Scholes option pricing model | Nine Months 2018 Risk-free interest rate 2.72% Expected life 5.99 years Expected volatility 61% Expected dividend yield - |
Schedule of performance-based stock units activity | Number Weighted of Base Price PSUs Per Unit Balance at October 1, 2017 175,530 $ 6.27 Forfeitures (24,579 ) 6.21 Balance at June 30, 2018 150,951 $ 6.31 |
Schedule of restricted stock units activity | Weighted Number Average of Grant Date RSUs Fair Value Balance at October 1, 2017 939,879 $ 18.78 Granted 20,000 1.16 Vested and settled (821,006 ) 17.95 Forfeitures (55,592 ) 16.62 Balance at June 30, 2018 83,281 $ 21.76 |
Liquidity (Detail Textuals)
Liquidity (Detail Textuals) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Liquidity [Abstract] | ||
Accumulated deficit | $ (204,107,704) | $ (186,215,402) |
Aggregate indebtedness | 13,500,000 | |
Notes payable to stockholders | $ 4,600,000 |
Basis of Presentation and Sum29
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Basic Earnings Per Share | ||||
Net loss | $ (9,084,534) | $ (5,331,376) | $ (35,369,093) | $ (32,475,827) |
Common stock outstanding (weighted average) | 34,540,056 | 24,442,056 | 28,422,852 | 23,788,046 |
Basic net loss per share | $ (0.26) | $ (0.22) | $ (1.24) | $ (1.37) |
Diluted Earnings Per Share | ||||
Net loss | $ (9,084,534) | $ (5,331,376) | $ (35,369,093) | $ (32,475,827) |
Add change in fair value of warrant liability | 64,659 | (3,750,578) | (226,116) | (3,976,397) |
Diluted net loss | $ (9,084,534) | $ (5,331,376) | $ (35,369,093) | $ (36,452,224) |
Common stock outstanding (weighted average) | 34,540,056 | 24,442,056 | 28,422,852 | 23,788,046 |
Add shares from dilutive warrants | 0 | 0 | 0 | 25,864 |
Common stock equivalents | 34,540,056 | 24,442,056 | 28,422,852 | 23,813,910 |
Diluted net loss per share (in dollars per share) | $ (0.26) | $ (0.22) | $ (1.24) | $ (1.53) |
Basis of Presentation and Sum30
Basis of Presentation and Summary of Significant Accounting Policies (Details 1) - shares | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
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 | 7,893,155 | 0 |
Performance-based stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 150,951 | 214,413 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 83,281 | 1,068,260 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 45,292,494 | 7,760,988 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,062,075 | 0 |
Basis of Presentation and Sum31
Basis of Presentation and Summary of Significant Accounting Policies (Detail Textuals) - USD ($) | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Income tax (benefit) expense | $ (3,150,716) | $ 4,000 | $ 3,150,000 |
Basis of Presentation and Sum32
Basis of Presentation and Summary of Significant Accounting Policies (Detail Textuals 1) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017ft² | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Interest expense | $ 1,147,371 | $ 1,745,544 | $ 2,786,124 | $ 3,478,581 | |
Research and development expenses | 5,795,993 | 4,157,696 | 11,354,781 | 21,504,939 | |
General and administrative expenses | $ 2,195,789 | 3,481,854 | $ 8,191,546 | 12,374,125 | |
Error for accounting and classification | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net rentable area | ft² | 82,000 | ||||
Error for accounting and classification | Previously reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Rent expense | 100,000 | 300,000 | |||
Interest expense | 100,000 | 300,000 | |||
Error for accounting and classification | Restatement adjustment | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Interest expense | 100,000 | 300,000 | |||
Research and development expenses | 82,000 | 200,000 | |||
General and administrative expenses | $ 21,000 | $ 63,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Liabilities | ||
Warrant liability | $ 2,048,838 | $ 2,274,954 |
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 | $ 2,048,838 | $ 2,274,954 |
Fair Value Measurements (Deta34
Fair Value Measurements (Details 1) - Warrant | 9 Months Ended |
Jun. 30, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at October 1, 2017 | $ 2,274,954 |
Change in fair value | (226,116) |
Balance at June 30, 2018 | $ 2,048,838 |
Fair Value Measurements (Deta35
Fair Value Measurements (Details 2) | Jun. 30, 2018Price_Per_Share |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant inputs | 2.68 |
Remaining contractual life of warrant | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term | 3 years 7 months 21 days |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant inputs | 128 |
Annual dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant inputs | 0 |
Fair value of common stock | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant inputs | 0.85 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 31,159,293 | $ 24,733,843 |
Less: accumulated depreciation and amortization | (10,874,888) | (8,644,941) |
Property and equipment, net | 20,284,405 | 16,088,902 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,172,847 | 11,574,474 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,071,574 | 10,032,640 |
Computer software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 483,807 | 472,054 |
Land and building | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,000,000 | 0 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,431,065 | $ 2,654,675 |
Property and Equipment, Net (37
Property and Equipment, Net (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2017 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization expense | $ 822,059 | $ 672,098 | $ 2,229,947 | $ 2,022,028 | |
Corporate office, interest rate | 43.90% | ||||
Accumulated depreciation related to leased equipment | 1,462,554 | $ 1,462,554 | $ 1,061,901 | ||
Laboratory Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Laboratory equipment under capital leases | $ 7,953,856 | $ 7,953,856 | $ 3,692,913 | ||
Laboratory Equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Term of capital leases | 22 months | ||||
Capital leases interest rate | 5.00% | ||||
Laboratory Equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Term of capital leases | 36 months | ||||
Capital leases interest rate | 19.40% |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Accrued Liabilities, Current [Abstract] | ||
Compensation | $ 2,367,295 | $ 3,688,592 |
Severance and related costs | 766,046 | 0 |
Dividends on Series A Convertible | 652,613 | 0 |
Research and development | 208,130 | 1,637,657 |
Interest payable | 1,745,907 | 1,047,122 |
Professional fees | 331,576 | 521,973 |
Director fees | 45,632 | 376,695 |
Other accrued expenses | 2,247 | 65,430 |
Accrued expenses, total | $ 6,119,446 | $ 7,337,469 |
Senior Secured Notes (Details)
Senior Secured Notes (Details) | Jun. 30, 2018USD ($) |
Debt Instrument [Line Items] | |
Senior secured notes | $ 12,839,092 |
Senior secured notes (the "Noteholders") | |
Debt Instrument [Line Items] | |
Senior secured notes | 13,500,000 |
Unamortized debt discount | (660,908) |
Senior secured notes | $ 12,839,092 |
Senior Secured Notes (Detail Te
Senior Secured Notes (Detail Textuals) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017USD ($)Investorshares | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($) | |
Debt Instrument [Line Items] | |||||
Loss on extinguishment of debt | $ (1,252,353) | ||||
Interest expense on the notes | $ 500,012 | $ 1,500,500 | $ 1,486,737 | $ 2,548,428 | |
Common Stock | |||||
Debt Instrument [Line Items] | |||||
Conversion of Series A convertible preferred stock into common stock (in shares) | shares | 2,112,675 | 31,572,617 | |||
Series B convertible preferred stock ("Series B Convertible") | |||||
Debt Instrument [Line Items] | |||||
Conversion of Series A convertible preferred stock into common stock (in shares) | shares | 1,500,000 | ||||
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 |
Commitments (Details)
Commitments (Details) | Jun. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Within one year | $ 1,379,876 |
Two years | 1,397,616 |
Three years | 1,418,820 |
Four years | 1,506,204 |
Five years | 1,531,732 |
Thereafter | 7,676,097 |
Total rental payments | 14,910,345 |
Less: Amounts representing interest | (11,692,316) |
Present value of payments | $ 3,218,029 |
Commitments (Detail Textuals)
Commitments (Detail Textuals) - USD ($) | 9 Months Ended | |
Jun. 30, 2018 | Sep. 30, 2017 | |
Other Commitments [Line Items] | ||
Estimated fair value of approximately | $ 31,159,293 | $ 24,733,843 |
Percentage of corporate facility | 100.00% | |
Operating lease, term of two renewal options | 5 years | |
Land and building | ||
Other Commitments [Line Items] | ||
Estimated fair value of approximately | $ 3,000,000 | $ 0 |
Common Stock, Convertible Pre43
Common Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) (Details) | 9 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Outstanding | 45,292,494 |
Series A warrants | |
Class of Warrant or Right [Line Items] | |
Outstanding | 3,333,333 |
Exercise price per share | $ / shares | $ 6.60 |
Expiration date | Feb. 18, 2019 |
Common stock warrants issued with IPO | |
Class of Warrant or Right [Line Items] | |
Outstanding | 814,340 |
Exercise price per share | $ / shares | $ 0.01 |
Expiration date | Nov. 11, 2019 |
Common stock warrants issued with senior secured notes | |
Class of Warrant or Right [Line Items] | |
Outstanding | 3,882,001 |
Exercise price per share | $ / shares | $ 3 |
Expiration date | Dec. 22, 2021 |
Common stock warrants issued with Series A Convertible | |
Class of Warrant or Right [Line Items] | |
Outstanding | 16,750,000 |
Exercise price per share | $ / shares | $ 0.90 |
Expiration date | Oct. 31, 2025 |
Common stock warrants issued in May 2018 | |
Class of Warrant or Right [Line Items] | |
Outstanding | 10,256,410 |
Exercise price per share | $ / shares | $ 0.975 |
Expiration date | May 10, 2026 |
Common stock warrants issued in June 2018 | |
Class of Warrant or Right [Line Items] | |
Outstanding | 10,256,410 |
Exercise price per share | $ / shares | $ 0.975 |
Expiration date | Jun. 8, 2026 |
Common Stock, Convertible Pre44
Common Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) (Detail Textuals) | Sep. 11, 2017USD ($)shares | Jun. 20, 2018shares | May 31, 2018USD ($)Tranche$ / sharesshares | Oct. 31, 2017USD ($)$ / sharesshares | Jun. 30, 2018$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Sep. 30, 2017$ / shares |
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Number of shares issued upon vesting of restricted stock units (in shares) | 821,006 | ||||||||
Value of shares issued in cash | $ | $ 6,382,181 | ||||||||
Preferred stock, stated value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Proceeds from the sale of common stock, net of offering costs | $ | $ 14,856,088 | $ 1,607,396 | |||||||
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 | ||||||||
Dividend rate | 10.00% | ||||||||
Series A convertible preferred stock dividends and settlement (in shares) | 11,045 | ||||||||
Series B Convertible Preferred Stock | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Preferred stock, stated value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Common Stock | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Number of shares issued upon vesting of restricted stock units (in shares) | 821,006 | ||||||||
Common Stock | Series B Convertible Preferred Stock | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Convertible preferred stock, shares issued upon conversion | 2,112,675 | 2,112,675 | 2,112,675 | ||||||
Preferred stock not convertible to common stock description | The Series B Convertible were non-voting, did not accrue dividends nor did the shares of Series B Convertible have any specific rights or preferences, and had a stated value of $1.00 per share and were convertible into 2,112,676 shares of common stock. | ||||||||
Number of stock converted | 1,500,000 | ||||||||
Number of stock issued upon conversion | 2,112,675 | ||||||||
GMS Tenshi Holdings Pte. Limited | Series B Convertible Preferred Stock | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Preferred stock, stated value (in dollars per share) | $ / shares | $ 1 | $ 1 | $ 1 | ||||||
GMS Tenshi Holdings Pte. Limited | Common Stock | Series A convertible preferred stock | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Number of stock converted | 208,836 | ||||||||
Number of stock issued upon conversion | 31,572,617 | ||||||||
Purchase Agreement | GMS Tenshi Holdings Pte. Limited | GMS Tenshi Warrants | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Terms of warrant | 8 years | ||||||||
Warrants exercise price per share | $ / shares | $ 0.90 | ||||||||
Recognition of beneficial conversion feature upon issuance of Series A convertible preferred stock | $ | $ 15,355,019 | ||||||||
Purchase Agreement | GMS Tenshi Holdings Pte. Limited | IPO | 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 | ||||||||
Purchase Agreement | GMS Tenshi Holdings Pte. Limited | Private Placement | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Number of warrants issued | 20,512,820 | ||||||||
Terms of warrant | 8 years | ||||||||
Warrants exercise price per share | $ / shares | $ 0.975 | ||||||||
Number of stock converted | 12,754,766 | ||||||||
Number of tranche | Tranche | 2 | ||||||||
Proceeds from the sale of common stock, net of offering costs | $ | $ 15,000,000 | ||||||||
Purchase Agreement | GMS Tenshi Holdings Pte. Limited | Private Placement | Series A convertible preferred stock | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Recognition of beneficial conversion feature upon issuance of Series A convertible preferred stock | $ | $ 381,664 | ||||||||
Purchase Agreement | GMS Tenshi Holdings Pte. Limited | Private Placement | Series A Convertible and GMS Tenshi Warrants | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Value of shares issued in cash | $ | $ 25,000,000 | ||||||||
Sale of remaining shares of Series A Convertible and GMS Tenshi Warrants | 217,372 | ||||||||
Cash received upon sale of Series A Convertible and GMS Tenshi Warrants | $ | $ 21,737,200 | ||||||||
Acquire additional shares of common stock | 217,372 | ||||||||
Purchase Agreement | GMS Tenshi Holdings Pte. Limited | Private Placement | Common Stock | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Stock and warrant issued to acquire shares of common stock | 16,750,000 | ||||||||
Convertible preferred stock, shares issued upon conversion | 37,795,948 | 37,795,948 | 37,795,948 | ||||||
Conversion rate per share | $ / shares | $ 1.26 | $ 0.66 | $ 0.66 | $ 0.66 | |||||
Purchase and exchange agreement (the "Exchange Agreement") | Senior note | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Aggregate principal amount of notes | $ | $ 1,500,000 | ||||||||
Accrued interest on debt conversion | $ | $ 41,507 | ||||||||
Purchase and exchange agreement (the "Exchange Agreement") | Series B Convertible Preferred Stock | |||||||||
Convertible Preferred Stock And Stockholders' Equity (Deficit) [Line Items] | |||||||||
Number of preferred shares issued upon conversion of debt | 1,500,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - 2015 Equity Incentive Plan - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 234,119 | $ 2,121,104 | $ 1,823,728 | $ 6,912,547 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 86,872 | 205,104 | 2,079 | 1,022,919 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 147,247 | $ 1,916,000 | $ 1,821,649 | $ 5,889,628 |
Stock-Based Compensation (Det46
Stock-Based Compensation (Details 1) | 9 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number of Shares | |
Balance at October 1, 2017 | 0 |
Granted | 1,077,075 |
Expired/forfeited/cancelled | (15,000) |
Balance at June 30, 2018 | 1,062,075 |
Vested and exercisable | 0 |
Vested and expected to vest at June 30, 2018 | 1,062,075 |
Weighted Average Exercise Price | |
Balance at October 1, 2017 | $ / shares | $ 0 |
Granted | $ / shares | 0.96 |
Expired/forfeited/cancelled | $ / shares | 1.32 |
Balance at June 30, 2018 | $ / shares | 0.96 |
Vested and expected to vest at June 30, 2018 | $ / shares | $ 0.96 |
Weighted Average Remaining Contractual Term (Years) | |
Balance at June 30, 2018 | 9 years 10 months 24 days |
Vested and expected to vest at June 30, 2018 | 9 years 10 months 24 days |
Stock-Based Compensation (Det47
Stock-Based Compensation (Details 2) | 9 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Risk-free interest rate | 2.72% |
Expected life | 5 years 11 months 27 days |
Expected volatility | 61.00% |
Expected dividend yield | 0.00% |
Stock-Based Compensation (Det48
Stock-Based Compensation (Details 3) - Performance-based stock units | 9 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number of PSUs | |
Balance at October 1, 2017 | shares | 175,530 |
Forfeitures | shares | (24,579) |
Balance at June 30, 2018 | shares | 150,951 |
Weighted Average Base Price Per Unit | |
Balance at October 1, 2017 | $ / shares | $ 6.27 |
Forfeitures | $ / shares | 6.21 |
Balance at June 30, 2018 | $ / shares | $ 6.31 |
Stock-Based Compensation (Det49
Stock-Based Compensation (Details 4) - Restricted stock units | 9 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number of RSUs | |
Balance at October 1, 2017 | shares | 939,879 |
Granted | shares | 20,000 |
Vested and settled | shares | (821,006) |
Forfeitures | shares | (55,592) |
Balance at June 30, 2018 | shares | 83,281 |
Weighted Average Grant Date Fair Value | |
Balance at October 1, 2017 | $ / shares | $ 18.78 |
Granted | $ / shares | 1.16 |
Vested and settled | $ / shares | 17.95 |
Forfeitures | $ / shares | 16.62 |
Balance at June 30, 2018 | $ / shares | $ 21.76 |
Stock-Based Compensation (Det50
Stock-Based Compensation (Detail Textuals) | Jun. 30, 2018shares |
2015 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized under 2015 Plan | 2,638,101 |
Number of shares available for grant | 839,756 |
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 |
Number of shares available for grant | 150,951 |
Stock-Based Compensation (Det51
Stock-Based Compensation (Detail Textuals 1) | 9 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares granted | 1,077,075 |
Weighted average grant date fair value of the options awarded to employees | $ / shares | $ 0.52 |
Aggregate intrinsic value of the unvested options | $ | $ 0 |
Unrecognized compensation expense of stock options expected to be recognized | $ | $ 503,538 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average period of unrecognized compensation expense that is expected to be recognized | 2 years 10 months 2 days |
Vest 50% on third anniversary and remaining 50% on fourth anniversary of commencement date | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares granted | 20,000 |
Third anniversary of the commencement date | Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 50.00% |
Fourth anniversary of commencement date | Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 50.00% |
Vest on first anniversary of the grant date | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares granted | 60,000 |
Vest annually over three years | Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares granted | 997,075 |
Vesting period | 3 years |
Stock-Based Compensation (Det52
Stock-Based Compensation (Detail Textuals 2) | 9 Months Ended |
Jun. 30, 2018USD ($) | |
Performance-based stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Term of PSUs | 10 years |
Minimum corporate valuation for early exercise of stock based performance units | $ 400,000,000 |
Unamortized expense to be recognized of stock awards other than options | $ 26,908 |
Weighted-average period for recognition of unamortized expense | 6 months 7 days |
Performance-based stock units | Third anniversary from issuance | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 50.00% |
Performance-based stock units | Fourth anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 50.00% |
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 | $ 714,046 |
Weighted-average period for recognition of unamortized expense | 1 year 2 months 1 day |
Restricted stock units | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period from the date of grant | 2 years |
Restricted stock units | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period from the date of grant | 4 years |
Related-Party Transactions (Det
Related-Party Transactions (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Related Party Transaction [Line Items] | |||
Acquired additional laboratory and office equipment | $ 1,518,349 | $ 268,106 | |
Sonnet Biotherapeutics, Inc. ("Sonnet") | |||
Related Party Transaction [Line Items] | |||
Estimated gross contract value if all milestones are met | $ 5,100,000 | ||
Laboratory equipment under capital leases | $ 201,000 | 201,000 | |
Acquired additional laboratory and office equipment | $ 115,000 |
Subsequent Events (Detail Textu
Subsequent Events (Detail Textuals) - Series A1 Convertible Preferred Stock - $ / shares | 1 Months Ended | |
Jul. 31, 2018 | Jun. 20, 2018 | |
GMS Tenshi Holdings Pte. Limited | ||
Subsequent Event [Line Items] | ||
Number of Series A1 preferred stock converted | 208,836 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Accrued dividends rate | 10.00% | |
Subsequent Event | Common Stock | ||
Subsequent Event [Line Items] | ||
Number of Series A1 preferred stock converted | 8,879,780 | |
Number of stock issued upon conversion | 200,000 | |
Convertible preferred stock, par value | $ 100 | |
Subsequent Event | Exchange Agreement | GMS Tenshi Holdings Pte. Limited | ||
Subsequent Event [Line Items] | ||
Number of Series A1 preferred stock converted | 58,735 | |
Number of stock issued upon conversion | 58,735 |