Provention Bio (PRVB) 10-Q 8 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 05, 2018
Document And Entity Information
Entity Registrant Name	Provention Bio, Inc.
Entity Central Index Key	1,695,357
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Common Stock, Shares Outstanding		37,351,562
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

Condensed Balance Sheets

Condensed Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 64,297	$ 21,834
Prepaid expenses and other current assets	2,025	594
Total assets	66,322	22,428
Current liabilities:
Accounts payable	524	459
Accrued expenses	710	819
Total current liabilities	1,234	1,278
Warrant liability		998
Total liabilities	1,234	2,276
Commitments and Contingencies (Note 5)
Series A Convertible Redeemable Preferred Stock, $0.0001 Par Value: Series A Convertible Redeemable Preferred Stock; no shares authorized, issued or outstanding at September 30, 2018; 13,000,000 shares authorized, 11,381,999 shares issued and outstanding at December 31, 2017; Liquidation preference of $28,455 at December 31, 2017		26,185
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 25,000,000 shares authorized, no shares issued or outstanding at September 30, 2018; no shares authorized, issued or outstanding at December 31, 2017
Common stock, $0.0001 par value; 100,000,000 shares authorized, 37,351,562 shares issued and outstanding at September 30, 2018; 50,000,000 shares authorized, 10,000,000 shares issued and outstanding at December 31, 2017.	4	1
Additional paid-in capital	95,176	3,264
Accumulated deficit	(30,092)	(9,298)
Total stockholders' equity (deficit)	65,088	(6,033)
Total liabilities, preferred stock and stockholders' equity (deficit)	$ 66,322	$ 22,428

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Series A convertible redeemable preferred stock, par value	$ 0.0001	$ 0.0001
Series A convertible redeemable preferred stock, shares authorized		13,000,000
Series A convertible redeemable preferred stock, shares issued		11,381,999
Series A convertible redeemable preferred stock, shares outstanding		11,381,999
Series A convertible redeemable preferred stock, liquidation preference		$ 28,455
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	25,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	50,000,000
Common stock, shares issued	37,351,562	10,000,000
Common stock, shares outstanding	37,351,562	10,000,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Operating expenses:
Research and development	$ 4,140	$ 887	$ 17,684	$ 4,618
General and administrative	1,272	488	2,929	788
Total operating expenses	5,412	1,375	20,613	5,406
Operating loss	(5,412)	(1,375)	(20,613)	(5,406)
Other income (expense):
Interest income	237	50	339	80
Change in fair value of warrant liability	(217)	(37)	(520)	(123)
Other income (expense), net	20	13	(181)	(43)
Net loss	(5,392)	(1,362)	(20,794)	(5,449)
Accretion on Series A Convertible Redeemable Preferred Stock	(25)	(127)	(276)	(217)
Net loss attributable to common stockholders	$ (5,417)	$ (1,489)	$ (21,070)	$ (5,666)
Net loss per common share, basic and diluted	$ (0.17)	$ (0.15)	$ (1.21)	$ (0.62)
Weighted average common shares outstanding, basic and diluted	32,000,000	10,000,000	17,414,000	9,158,000

Condensed Statement of Stockhol

Condensed Statement of Stockholders' Equity (Deficit) (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands	Convertible Redeemable Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2017	$ 26,185	$ 1	$ 3,264	$ (9,298)	$ (6,033)
Balance, shares at Dec. 31, 2017	11,382,000	10,000,000
Issuance of common stock upon conversion of Series A Convertible Redeemable Preferred Stock	$ (26,461)	$ 1	26,460		26,461
Issuance of common stock upon conversion of Series A Convertible Redeemable Preferred Stock, shares	(11,382,000)	11,382,000
Accretion of Series A Convertible Redeemable Preferred Stock to redemption value	$ 276		(276)		(276)
Accretion of Series A Convertible Redeemable Preferred Stock to redemption value, shares
Reclassification of Series A warrants liability			1,518		1,518
Issuance of common stock in initial public offering, net of issuance costs		$ 2	56,286		56,288
Issuance of common stock in initial public offering, net of issuance costs, shares		15,970,000
Fair value of warrants issued in connection with initial public offering of common stock			3,039		3,039
Fair value of warrants issued in connection with the acquisition of product rights			3,978		3,978
Stock-based compensation			907		907
Net loss				(20,794)	(20,794)
Balance at Sep. 30, 2018		$ 4	$ 95,176	$ (30,092)	$ 65,088
Balance, shares at Sep. 30, 2018		37,352,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Operating Activities
Net loss	$ (20,794)	$ (5,449)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	907	106
Stock-based consideration in connection with acquisition of product rights (Note 5)	3,978	3,400
Change in fair value of warrant liability	520	123
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(1,431)	(33)
Accounts payable	65	112
Accrued expenses	(109)	40
Net cash used in operating activities	(16,864)	(1,701)
Financing activities
Proceeds from initial public offering, net	59,327
Proceeds from issuance of Series A Convertible Redeemable Preferred Stock, net		26,714
Proceeds from issuance of common stock		1
Net cash provided by financing activities	59,327	26,715
Net increase in cash and cash equivalents	42,463	25,014
Cash and cash equivalents at beginning of period	21,834
Cash and cash equivalents at end of period	64,297	25,014
Supplemental disclosure of non-cash financing transactions:
Fair value of warrant issued in connection with Series A Convertible Redeemable Preferred Stock		873
Accretion of Series A Convertible Redeemable Preferred Stock	$ (276)	$ (217)

Description of Business and Bas

Description of Business and Basis of Presentation	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Description of Business and Basis of Presentation	1. DESCRIPTON OF BUSINESS AND BASIS OF PRESENTATION Business Provention Bio, Inc. (the “Company”) was incorporated on October 4, 2016 under the laws of the State of Delaware. The Company is a clinical stage biopharmaceutical company, focused on the development and commercialization of novel therapeutics and solutions to intercept and prevent immune-mediated diseases. Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. The Company’s business is subject to significant risks and uncertainties and will be dependent on raising substantial additional capital before it becomes profitable and it may never achieve profitability. Basis of Presentation The financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) on the same basis as the audited financial statements for the year ended December 31, 2017. The accompanying unaudited interim condensed financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly our financial position, results of operations, and cash flows. The unaudited interim condensed results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted under the SEC’s rules and regulations. The December 31, 2017 Balance Sheet was derived from the Company’s audited annual financial statements. These interim financial statements should be read in conjunction with the 2017 audited annual financial statements and notes thereto in the prospectus dated July 3, 2018 that forms a part of the Company’s Registration Statement on Form S-1 (File No. 333-224801), which was filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) on July 17, 2018 (the “Prospectus”).

Liquidity

Liquidity	9 Months Ended
	Sep. 30, 2018
Liquidity
Liquidity	2. LIQUIDITY The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred recurring losses since inception and as of September 30, 2018, the Company had an accumulated deficit of $30.1 million . In April 2017, the Company completed its private placement of Series A Convertible Redeemable Preferred Stock. The Company issued an aggregate 11,381,999 shares of Series A Convertible Redeemable Preferred Stock at $2.50 per share. The Company received net proceeds of $26.7 million. In July 2018, the Company issued and sold an aggregate of 15,969,563 shares of common stock in its IPO at a public offering price of $4.00 per share. In connection with the IPO, the Company issued to MDB Capital Group, LLC (“MDB”), the underwriter in the IPO, and its designees warrants to purchase 1,596,956 shares of Common Stock at an exercise price of $5.00 per share. The Company received net proceeds from the IPO of $59.3 million, after deducting underwriting discounts and commissions and other offering expenses. Upon the closing of the IPO, all of the Company’s shares of redeemable convertible preferred stock outstanding at the time of the offering were automatically converted into 11,381,999 shares of common stock. In addition, the warrants issued in connection with the Series A Convertible Redeemable Preferred Stock also converted to warrants for the purchase of 558,740 shares of the Company’s common stock. The Company has devoted substantially all of its financial resources and efforts to research and development and expects to continue to incur significant expenses and increasing operating losses over the next several years due to, among other things, costs related to research funding, development of its product candidates and its preclinical programs, strategic alliances and the development of its administrative organization . The Company will require substantial additional financing to fund its operations and to continue to execute its strategy. The Company intends to raise capital through public or private equity financings. The sale of equity and other securities may result in dilution to the Company’s stockholders and certain of those securities may have rights senior to those of the Company’s existing shares. If the Company raises additional funds through the issuance of preferred stock, convertible debt securities or other debt financing, these securities or other debt could contain covenants that would restrict the Company’s operations. Any other third-party funding arrangement could require the Company to relinquish valuable rights. The source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically, on the progress of the Company’s clinical development programs. Funding may not be available when needed, at all, or on terms acceptable to the Company. Lack of necessary funds may require the Company, among other things, to delay, scale back or eliminate some or all of the Company’s planned operations. Based on the Company’s business plans, management believes that it has sufficient cash on hand to meet the Company’s obligations for at least the next twelve months from the issuance date of these financial statements.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Significant Accounting Policies	3. SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies followed by the Company in the preparation of the financial statements is as follows: Use of estimates The process of preparing 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 assets and liabilities at the date of financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates and changes in estimates may occur. Cash, cash equivalents and concentration of credit risk The Company considers only those investments which are highly liquid, readily convertible to cash, or that mature within three months from date of purchase to be cash equivalents. Marketable investments are those with original maturities in excess of three months. The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other hedging arrangements. The Company holds cash and cash equivalents in banks in excess of FDIC insurance limits. However, the Company believes risk of loss is minimal as the cash and cash equivalents are held by large, highly-rated financial institutions. Financial instruments The carrying amounts reported in the balance sheet for accrued expenses approximate fair value based on the short-term nature of these instruments. Segment information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and manages its business as one operating segment, which is developing and commercializing novel therapeutics and solutions to intercept and prevent immune-mediated diseases. As of September 30, 2018, all of the Company’s assets were located in the United States. Net loss per common share Net loss per share information is determined using the two-class method, which includes the weighted-average number of shares of common stock outstanding during the period and other securities that participate in dividends (a participating security). The Company considered the Series A Preferred Stock, all of which were automatically converted to common stock upon the Company’s IPO, to be participating securities because they included rights to participate in dividends with the common stock. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders is calculated by adjusting the net loss of the Company for the accretion on the Preferred Stock. Net losses are not allocated to preferred stockholders as they do not have an obligation to share in the Company’s net losses. In periods with net income attributable to common stockholders, the Company would allocate net income first to preferred stockholders based on dividend rights under the Company’s certificate of incorporation and then to preferred and common stockholders based on ownership interests. Diluted net loss per share attributable to common stockholders is computed using the more dilutive of (1) the two-class method or (2) the if-converted method. Diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders for all periods presented since the effect of potentially dilutive securities are anti-dilutive given the net loss of the Company. Research and development expenses Research and development expenses are expensed as incurred, including costs to license intellectual property that is an in-process research and development asset with no alternative future use. Accrued expenses The Company is required to estimate accrued expenses as part of the process of preparing financial statements. This process involves estimating the level of service performed on behalf of the Company and the associated cost incurred in instances where the Company has not been invoiced or otherwise notified of actual costs. Examples of areas in which subjective judgments may be required include costs associated with services provided by contract organizations. The Company accrues for costs incurred as the services are being provided by external service providers. As actual costs become known, the Company adjusts its accruals. To date, the amount of services performed where the Company has not yet been invoiced has not been material and the estimates did not differ significantly from actual costs incurred. Stock-based compensation expense The Company recognizes stock-based compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards. The grant-date fair value of the award is recognized as compensation expense ratably over the requisite service period, which generally equals the vesting period of the award. The Company also grants performance-based stock options to employees. The grant-date fair value of the performance-based stock options is recognized as compensation expense once it is probable that the performance condition will be achieved. The Company accounts for actual forfeitures in the period the forfeiture occurs. Prior to the third quarter of 2018, the Company accounted for awards of equity instruments issued to non-employees in accordance with ASC Topic 505-50, Equity-Based Payment to Non-Employees In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, Stock-based compensation expense is included in both research and development expenses and general and administrative expenses in the Statements of Operations. Warrant liability In April 2017, the Company issued warrants to purchase shares of Series A Convertible Redeemable Preferred Stock in connection with the issuance of the Series A Preferred Stock. The Company accounted for these warrants as a liability in the financial statements because the underlying instrument into which the warrants were exercisable contained redemption provisions that were outside the Company’s control. Upon the completion of the IPO in July 2018, the warrants issued in connection with the Series A Convertible Redeemable Preferred Stock converted to warrants for the purchase of 558,740 shares of our common stock and the warrants no longer contain redemption provisions that are outside the Company’s control. The liability associated with these warrants was revalued just prior to the completion of the IPO, with the change in the fair value of the warrant liability charged to earnings. The warrant liability was then reclassified to additional paid-in capital upon the completion of the IPO in July 2018. The fair values of the warrants at the issuance date, December 31, 2017, and July 18, 2018, the date just prior to the completion of our IPO, were determined using the Black-Scholes option-pricing model. The warrants previously were re-measured to fair value at each financial reporting period with any changes in fair value recognized in the statements of operations. See Note 8 to our condensed financial statements for further information. Income taxes The Company accounts for income taxes under FASB ASC 740 (“ASC 740”). For federal and state income taxes, deferred tax assets and liabilities are recognized based upon temporary differences between the financial statement and the tax basis of assets and liabilities. Deferred income taxes are based upon prescribed rates and enacted laws applicable to periods in which differences are expected to reverse. A valuation allowance is recorded when it is not more likely than not that the tax benefit from the deferred tax assets will be realized. Accordingly, the Company provided a valuation allowance equal to 100% of the tax benefit in order to eliminate the deferred tax assets amounts. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a more-likely-than-not threshold would be recorded as a tax expense in the current year. There were no uncertain tax positions that require accrual or disclosure to the financial statements as of September 30, 2018 and December 31, 2017. The Company’s policy for interest and penalties related to income tax exposures is to recognize interest and penalties as a component of the income tax provision (benefit) in the Statements of Comprehensive Loss. In December 2017, the US government enacted comprehensive tax legislation, referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act significantly revises US tax law by, among other provisions, lowering the US federal statutory income tax rate from 35% to 21%, imposing a mandatory one-time transition tax on previously deferred foreign earnings, indefinite NOL carryforwards subject to an 80% limitation, and eliminating or reducing certain income tax deductions. ASC 740, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. However, due to the complexity and significance of the Tax Act’s provisions, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which allows companies to record the tax effects of the Tax Act on a provisional basis based on a reasonable estimate, and then, if necessary, subsequently adjust such amounts during a limited measurement period as more information becomes available. The measurement period ends when a company has obtained, prepared, and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year from enactment. The Tax Act did not have a material impact on the Company’s financial statements since its deferred temporary differences are fully offset by a valuation allowance and the Company does not have any off-shore earnings from which to record the mandatory transition tax. However, given the significant complexity of the Tax Act, anticipated guidance from the US Treasury about implementing the Tax Act, and the potential for additional guidance from the SEC or the FASB related to the Tax Act, these estimates may be adjusted during the measurement period. The provisional amounts disclosed in our footnotes were based on the Company’s present interpretations of the Tax Act and current available information, including assumptions and expectations about future events, such as its projected financial performance, and are subject to further refinement as additional information becomes available (including the Company’s actual full Fiscal 2018 results of operations, as well as potential new or interpretative guidance issued by the FASB or the Internal Revenue Service and other tax agencies) and further analyses are completed. The Company continues to analyze the changes in certain income tax deductions, assess calculations of earnings and profits in certain foreign subsidiaries, including if those earnings which are held in cash or other assets and gather additional data to compute the full impacts on the Company’s deferred and current tax assets and liabilities. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820)

Capitalization

Capitalization	9 Months Ended
	Sep. 30, 2018
Regulated Operations [Abstract]
Capitalization	4. CAPITALIZATION As of June 30, 2018, the Company had authorized 50,000,000 shares of Common Stock, $0.0001 par value per share, of which 10,000,000 shares were issued and outstanding as of June 30, 2018 and December 31, 2017. In addition, as of June 30, 2018, the Company had authorized 25,000,000 shares of Preferred Stock, $0.0001 par value per share, of which 13,000,000 shares were designated Series A Preferred Stock. In April 2017, the Company issued 11,381,999 shares of Series A Convertible Redeemable Preferred Stock for $2.50 per share which raised gross proceeds of $28.5 million and net cash proceeds of $26.7 million after deducting certain issuance costs including warrants. See Note 9 for further details. Effective July 19, 2018, the Company amended and restated its certificate of incorporation to increase the number of authorized shares of capital stock available for issuance. The Company has 125,000,000 shares of capital stock authorized under its Amended and Restated Certificate of Incorporation, consisting of 100,000,000 shares of common stock with a par value of $0.0001 per share and 25,000,000 shares of preferred stock with a par value of $0.0001 per share. The Company’s authorized but unissued shares of common stock and preferred stock are available for issuance without further action by the Company’s stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which the Company’s securities may be listed or traded in the future. On July 19, 2018, the Company issued and sold an aggregate of 15,969,563 shares of common stock in its IPO at a public offering price of $4.00 per share. In connection with the IPO, the Company issued to MDB, the underwriter in the IPO, and its designees warrants to purchase 1,596,956 shares of Common Stock at an exercise price of $5.00 per share. The Company received net proceeds from the IPO of $59.3 million, after deducting underwriting discounts and commissions and other offering expenses. Upon the closing of the IPO, all of the Company’s shares of convertible redeemable preferred stock outstanding at the time of the offering were automatically converted into 11,381,999 shares of common stock. As of September 30, 2018, the Company had 37,351,562 shares of Common Stock issued and outstanding.

License and Other Agreements

License and Other Agreements	9 Months Ended
	Sep. 30, 2018
License And Other Agreements
License and Other Agreements	5. LICENSE AND OTHER AGREEMENTS In April 2017, the Company entered into a License Agreement with Vactech Ltd. (the “Vactech License Agreement”), pursuant to which Vactech Ltd. (“Vactech”) granted the Company exclusive global rights for the purpose of developing and commercializing the group B coxsackie virus vaccine (“CVB”) platform technology. In consideration of the licenses and other rights granted by Vactech, the Company issued two million shares of its common stock to Vactech. The Company recorded the issuance of the shares at their estimated fair value of approximately $1.70 per share for a total of $3.4 million as a license fee expense included as part of Research & Development Expense for the nine months ended September 30, 2017. Provention will pay Vactech a total of approximately $0.5 million for transition and advisory services during the first 18 months of the term of the agreement, of which, approximately $0.3 million was paid as of September 30, 2018. In addition, Provention may be obligated to make a series of contingent milestone payments to Vactech totaling up to an additional $24.5 million upon the achievement of certain clinical development and regulatory filing milestones. In addition, the Company has agreed to pay Vactech tiered single-digit royalties on net sales of any approved product based on the CVB platform technology and three additional payments totaling $19.0 million upon the achievement of certain annual net sales levels. The Vactech Agreement may be terminated by the Company on a country by country basis without cause (in which case the exclusive global rights to the technology will transfer back to Vactech) and by either party upon a material breach or insolvency of the other party. If the Company terminates the agreement with respect to two or more specified European countries, the agreement will be deemed terminated with respect to all of the EU, and if the Company terminates the agreement with respect to the United States, the agreement will be deemed terminated with respect to all of North America. The agreement expires upon the expiration of the Company’s last obligation to make royalty payments to Vactech. As of September 30, 2018, the Company has not achieved any milestones that would trigger payments to Vactech. In April 2017, the Company entered into a License, Development and Commercialization Agreement with Janssen Pharmaceutica NV (the “CSF-1R License Agreement”), pursuant to which Janssen Pharmaceutica NV granted the Company exclusive global rights for the purpose of developing and commercializing JNJ-40346527 (renamed PRV-6527), a colony stimulating factor 1 receptor (“CSF-1R”) inhibitor for inflammatory bowel diseases including Crohn’s Disease and ulcerative colitis (“UC”). The Company is obligated to conduct a single Phase 2a proof-of-mechanism and proof-of-concept clinical trial for the Crohn’s Disease indication. Janssen will supply product for the clinical trial. At the conclusion of the Phase 2a study, Janssen will have an option to buy back the rights for future development for a one-time payment of $50.0 million and future single-digit royalties on future net sales for a period of 10 years from first sale or expiration of the intellectual property, whichever is shorter. If Janssen does not exercise its option to buy-back the rights, all rights will remain with the Company and it will be obligated to make contingent milestone payments to Janssen totaling $35.0 million upon the achievement of certain clinical and regulatory milestones for the first indication and an additional $20.0 million upon the achievement of certain clinical and regulatory milestones for a second indication. In addition, Provention has agreed to pay Janssen tiered single-digit royalties on net sales of any approved product based on the CSF-1R technology and three additional payments totaling $100.0 million upon the achievement of certain annual net sales levels. The CSF-1R License Agreement may be terminated by Provention without cause (in which case the exclusive global rights to the technology will transfer back to Janssen) and by either party upon a material breach, and expires upon the expiration of Provention’s last obligation to make royalty payments to Janssen. As of September 30, 2018, the Company has not achieved any milestones that would trigger payments to Janssen. In April 2017, the Company entered into a License, Development and Commercialization Agreement with Janssen Sciences Ireland UC (the “TLR3 License Agreement”), pursuant to which Janssen Sciences Ireland UC granted the Company exclusive global rights for the purpose of developing and commercializing JNJ-42915925 (renamed PRV-300), an anti-TLR3 antibody. The Company will develop PRV-300 for UC and started a Phase 1b trial in early 2018. Janssen will supply product for the clinical trial. The Company is obligated to make contingent milestone payments to Janssen totaling $31.0 million upon the achievement of certain clinical and regulatory milestones for the first indication and an additional $17.0 million upon the achievement of certain clinical and regulatory milestones for a second indication. In addition, Provention has agreed to pay Janssen a single-digit royalty on net sales of any approved product based on the TLR3 technology and three additional payments totaling $60.0 million upon the achievement of certain annual net sales levels. Provention is obligated to use commercially reasonable efforts to develop and market TLR3. The TLR3 License Agreement may be terminated by the Company without cause (in which case the exclusive global rights to the technology will transfer back to Janssen) and by either party upon a material breach or insolvency of the other party, and expires upon the expiration of the Company’s last obligation to make royalty payments to Janssen. As of September 30, 2018, the Company has not achieved any milestones that would trigger payments to Janssen. In March 2018, the Company entered into a Development Services Agreement with The Institute of Translational Vaccinology (the “Intravacc Development Services Agreement”), pursuant to which The Institute of Translational Vaccinology (“Intravacc”) will provide services related to process development, non-GMP and GMP manufacturing of the Company’s polyvalent coxsackie virus B vaccine, including providing proprietary technology for manufacturing purposes. The Company will pay Intravacc approximately 10 million euros for their services over the development and manufacturing period which we expect will last for approximately 18 to 24 months. Each party retains its existing intellectual property and will share newly developed intellectual property via a fully-paid non-exclusive license between the parties for all development work through Phase 1 clinical trials. Any future use, including commercial use, of Intravacc’s technology will be subject to a separate nonexclusive license agreement. The Intravacc Development Services Agreement may be terminated by us with ninety days’ notice without cause and by either party upon a material breach or insolvency of the other party. As of September 30, 2018, the Company had paid Intravacc a total of approximately 4.0 million euros, or approximately $4.9 million, for services provided by Intravacc under the Intravacc Development Services Agreement. In May 2018, the Company entered into a License Agreement with MacroGenics, Inc. (the “MacroGenics License Agreement”), pursuant to which MacroGenics, Inc. (“MacroGenics”) granted the Company exclusive global rights for the purpose of developing and commercializing MGD010 (renamed PRV-3279), a humanized protein and a potential treatment for systemic lupus erythematosus (“SLE”) and other similar diseases. As partial consideration for the MacroGenics License Agreement, the Company granted MacroGenics a warrant to purchase 270,299 shares of the Company’s common stock at an exercise price of $2.50 per share (See Note 11). The Company is obligated to make contingent milestone payments to MacroGenics totaling $42.5 million upon the achievement of certain developmental and approval milestones for the first indication, and an additional $22.5 million upon the achievement of certain regulatory approvals for a second indication. In addition, the Company is obligated to make contingent milestone payments to MacroGenics totaling $225.0 million upon the achievement of certain sales milestones. The Company has also agreed to pay MacroGenics a single-digit royalty on net sales of the product. Further, the Company is required to pay MacroGenics a low double-digit percentage of certain consideration to the extent received in connection with a future grant of rights to PRV-3279 by the Company to a third party. The Company is obligated to use commercially reasonable efforts to develop and seek regulatory approval for PRV-3279. The license agreement may be terminated by either party upon a material breach or bankruptcy of the other party, by Provention without cause upon prior notice to MacroGenics, and by MacroGenics in the event that the Company challenges the validity of any licensed patent under the agreement, but only with respect to the challenged patent. Also, in May 2018, the Company entered into an Asset Purchase Agreement with MacroGenics (the “MacroGenics Asset Purchase Agreement”) pursuant to which the Company acquired MacroGenics’ interest in teplizumab (renamed PRV-031), a humanized mAb for the treatment of Type 1 Diabetes (“T1D”). As partial consideration for the MacroGenics Asset Purchase Agreement, the Company granted MacroGenics a warrant to purchase 2,162,389 shares of the Company’s common stock at an exercise price of $2.50 per share (See Note 11). The Company is obligated to pay MacroGenics contingent milestone payments totaling $170.0 million upon the achievement of certain regulatory approval milestones. In addition, the Company is obligated to make contingent milestone payments to MacroGenics totaling $225.0 million upon the achievement of certain sales milestones. The Company has also agreed to pay MacroGenics a single-digit royalty on net sales of the product. We have also agreed pay third-party obligations, including low single-digit royalties, a portion of which is creditable against royalties payable to MacroGenics, aggregate milestone payments of up to approximately $1.3 million and other consideration, for certain third-party intellectual property under agreements the Company is assuming pursuant to the MacroGenics Asset Purchase Agreement. Further, the Company is required to pay MacroGenics a low double-digit percentage of certain consideration to the extent it is received in connection with a future grant of rights to PRV-031 by the Company to a third party. The Company is obligated to use reasonable commercial efforts to develop and seek regulatory approval for PRV-031. As of September 30, 2018, the Company has not achieved any milestones that would trigger payments to MacroGenics. The Company recorded the warrants issued under MacroGenics License Agreement and the MacroGenics Asset Purchase Agreement at an estimated fair value of $1.64 per share, approximately $4.0 million in the aggregate, as license fee expense included as part of Research& Development Expense during the nine months ended September 30, 2018. The Company uses valuation methods and assumptions that consider, among other factors, the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates in estimating fair value for the warrants. The fair values of these instruments are determined using models based on inputs that require management judgment and estimates. The fair value of the warrants issued to MacroGenics were measured at issuance on May 7, 2018 using the Black-Scholes option pricing model based on the following assumptions: Equity value upon issuance on May 7, 2018 $ 2.58 Exercise Price $ 2.50 Expected volatility 62.0 % Expected dividends — Contractual term (in years) 7.0 Risk-free interest rate 2.86 % On November 5, 2018 the Company entered into a License and Collaboration Agreement (the “Amgen Agreement”) with Amgen, Inc. (“Amgen”) for PRV-015 (formerly AMG 714), a novel anti-IL-15 monoclonal antibody being developed for the treatment of gluten-free diet non-responsive celiac disease (“NRCD”). Under the terms of the agreement, the Company will conduct and fund a Phase 2b trial in NRCD and lead the next phase of development and regulatory activities for the program. Amgen has agreed to make an equity investment of up to $20.0 million in the Company, subject to certain terms and conditions set forth in the agreement, which equity investment will coincide with the Company’s future financing events or receipt of non-dilutive milestone payment from a third party including but not limited to Janssen related to the Company’s CSF1R program. Amgen is also responsible for the manufacturing of PRV-015. Upon completion of the Phase 2b trial, Amgen has the right to reacquire the rights to PRV-015 for a $150.0 million payment, plus an additional regulatory milestone payment, and single digit royalties on future sales. If Amgen does not exercise its option to re-acquire the rights to PRV-015, all rights will remain with the Company pursuant to a termination license agreement from Amgen and the Company will be obligated to make certain contingent milestone payments totaling up to $55.0 million upon the achievement of certain clinical and regulatory milestones and a low double-digit royalty on net sales of any approved product based on the IL-15 technology. The agreement may be terminated by the Company without cause (in which case the exclusive global rights to the technology will transfer back to Amgen) and by either party upon a material breach, and expires upon the expiration of Amgen’s last obligation to make royalty payments to Provention (or, the Company’s last obligation to make royalty payments to Amgen, if the program rights remain with the Company.)

Net Loss Per Share of Common St

Net Loss Per Share of Common Stock	9 Months Ended
	Sep. 30, 2018
Earnings Per Share [Abstract]
Net Loss Per Share of Common Stock	6. NET LOSS PER SHARE OF COMMON STOCK The following table sets forth the computation of basic and diluted loss per share for the three and nine months ended September 30, 2018 and 2017: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net loss, basic $ (5,392 ) $ (1,362 ) $ (20,794 ) $ (5,449 ) Accretion of Series A Convertible Redeemable Preferred Stock (25 ) (127 ) (276 ) (217 ) Net loss attributable to common stockholders $ (5,417 ) $ (1,489 ) $ (21,070 ) $ (5,666 ) Weighted average shares of common stock outstanding - basic and diluted 32,000 10,000 17,414 9,158 Net loss per share of common stock, basic and diluted $ (0.17 ) $ (0.15 ) $ (1.21 ) $ (0.62 ) The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as they would be antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Series A Convertible Redeemable Preferred Stock — 11,382 — 11,382 Warrants 4,588 559 4,588 559 Stock options 3,486 2,528 3,486 2,528

Accrued Expenses

Accrued Expenses	9 Months Ended
	Sep. 30, 2018
Payables and Accruals [Abstract]
Accrued Expenses	7. ACCRUED EXPENSES Accrued expenses consisted of the following: September 30, 2018 December 31, 2017 Accrued research and development costs $ 293 $ 351 Accrued compensation 191 230 Accrued professional fees 166 48 Other accrued liabilities 60 190 Total accrued expenses $ 710 $ 819

Fair Value of Assets and Liabil

Fair Value of Assets and Liabilities	9 Months Ended
	Sep. 30, 2018
Fair Value Disclosures [Abstract]
Fair Value of Assets and Liabilities	8. FAIR VALUE OF ASSETS AND LIABILITIES The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts payable and accrued expenses approximate fair value based on the short-term nature of these items. The Company groups its assets and liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2 – Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. The Company had no assets or liabilities classified as Level 1 or Level 2. Liability classified warrants issued in April 2017 to the placement agent in conjunction with the Series A Preferred Stock offering (see Note 9) were previously classified as Level 3. However, upon the completion of the IPO in July 2018, these warrants converted to warrants for the purchase of 558,740 shares of our common stock and no longer contain redemption provisions outside the Company’s control. The liability associated with these warrants was revalued just prior to the completion of the IPO, with the change in the fair value of the warrant liability charged to earnings. The warrant liability was then reclassified to additional paid-in capital upon the completion of the IPO in July 2018. There were no non-recurring measurements of fair value during the nine months ended September 30, 2018 with respect to assets and liabilities. Assets and liabilities measured at fair value on a recurring basis are summarized below: September 30, 2018 Financial Instruments Carried at Fair Value Quoted prices in active markets for identical items (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Liabilities: Warrant liability $ — $ — $ — $ — December 31, 2017 Financial Instruments Carried at Fair Value Quoted prices in active markets for identical items (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Liabilities: Warrant liability $ — $ — $ 998 $ 998 The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments: Balance at December 31, 2017 $ 998 Change in fair value during the period 520 Reclassification to equity upon completion of IPO (1,518 ) Balance at September 30, 2018 $ — The Company used valuation methods and assumptions that consider, among other factors, the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates in estimating fair value for the warrants. The fair values of these instruments were determined using models based on inputs that require management judgment and estimates. The warrant liability was measured at July 18, 2018, the date just prior to completion of the IPO, and December 31, 2017 using the Black-Scholes option-pricing model based on the following assumptions: As of July 18, 2018 December 31, 2017 Fair Value of Series A Convertible Redeemable Preferred Stock $ 4.00 $ 2.93 Exercise price $ 2.50 $ 2.50 Risk-free interest rate 2.76 % 2.26 % Expected dividend yield — % — % Contractual term (in years) 5.8 6.3 Expected volatility 62.0 % 59.0 %

Series A Convertible Redeemable

Series A Convertible Redeemable Preferred Stock	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Series A Convertible Redeemable Preferred Stock	9. SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK In April 2017, the Company issued 11,381,999 shares of Series A Convertible Redeemable Preferred Stock for $2.50 per share which raised gross proceeds of $28.5 million and net cash proceeds of $26.7 million after deducting certain issuance costs including warrants. The Company classified the Series A Convertible Redeemable Preferred Stock outside of permanent equity based upon the terms of the instrument. See Note 11 for a description of the warrants issued to the placement agent in connection with this transaction. In connection with the closing of the Company’s IPO in July 2018, all of the Company’s shares of redeemable convertible preferred stock outstanding at the time of the offering were automatically converted into 11,381,999 shares of common stock.

Stock Options

Stock Options	9 Months Ended
	Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Options	10. STOCK OPTIONS In 2017, the Company adopted the Provention Bio, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). Pursuant to the 2017 Plan, the Company’s Board of Directors may grant incentive stock options, nonqualified stock options, and restricted stock to employees, officers, directors, consultants and advisors. As of September 30, 2018, there were options to purchase an aggregate of 3,486,118 shares of Common Stock outstanding under the 2017 Plan and there were 383,306 shares available for future grants. Options issued under the 2017 Plan are exercisable for up to 10 years from the date of issuance. In connection with the completion of its IPO, the Company amended and restated its 2017 Plan to, among other things, include an evergreen provision, which would automatically increase the number of shares available for issuance under the 2017 Plan in an amount equal to the difference between (x) 18% of the total shares of the Company’s common stock outstanding, on a fully diluted basis, on December 31 st st Stock-based compensation Total stock-based compensation expense recognized for both employees and non-employees was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Research and development $ 208 $ 25 $ 549 $ 54 General and administrative 185 22 358 52 Total stock-based compensation expense $ 393 $ 47 $ 907 $ 106 Option activity The Company grants options with a service-based vesting requirement and also grants options with performance-based vesting requirements. The service-based component vests over a four-year period in multiple tranches. Each tranche of the performance-based component vests upon the achievement of a specific milestone. These milestones are related to the Company’s clinical trials, completion of the Company’s IPO, and certain other performance metrics. A summary of option activity for the three months ended September 30, 2018 are presented below: Stock Option Awards Underlying Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Intrinsic Value Outstanding at December 31, 2017 2,708 $ 2.50 Granted 855 $ 3.94 Exercised — — Forfeited or expired (77 ) $ 2.50 Outstanding at September 30, 2018 3,486 $ 2.85 9.1 years $ 2,205 Exercisable at September 30, 2018 858 $ 2.50 8.8 years $ 712 The weighted average grant-date fair value of options granted during the nine months ended September 30, 2018 was $2.33 per share. As of September 30, 2018, there were approximately 1,129,000 unvested options subject to performance-based vesting criteria with approximately $1.1 million of unrecognized compensation expense. This expense will be recognized when each milestone becomes probable of occurring. In addition, as of September 30, 2018, there were approximately 1,499,000 options outstanding subject to time-based vesting with approximately $2.6 million of unrecognized compensation expense which will be recognized over a period of 2.8 years. Of the options outstanding, there were approximately 87,000 options with time-based vesting issued to non-employees and outstanding as of September 30, 2018. The Company uses the Black-Scholes option-pricing model to estimate the fair value of option awards with the following weighted-average assumptions for the period indicated: Nine Months Ended September 30, 2018 September 30, 2017 Exercise Price $ 3.93 $ 2.50 Expected volatility 61 % 61 % Expected dividends — — Expected term (in years) 6.2 6.1 Risk-free interest rate 2.78 % 2.80 % The weighted-average valuation assumptions were determined as follows: ● Risk-free interest rate: The Company bases the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected option term. ● Expected annual dividends: The estimate for annual dividends is 0%, because the Company has not historically paid, and does not expect for the foreseeable future to pay, a dividend. ● Expected stock price volatility: The expected volatility used is based on historical volatilities of similar entities within the Company’s industry which were commensurate with the Company’s expected term assumption. ● Expected term of options: The expected term of options represents the period of time options are expected to be outstanding. The expected term of the options granted to employees is derived from the “simplified” method as described in Staff Accounting Bulletin 107 relating to stock-based compensation, whereby the expected term is an average between the vesting period and contractual period due to the limited operating history. The expected term for options granted to non-employees is equal to the contractual term of the awards.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2018
Warrants
Warrants	11. WARRANTS In connection with the April 2017 sale of Series A Convertible Redeemable Preferred Stock, the Company issued warrants to MDB, the Placement Agent, and its designees to purchase 558,740 shares of Series A Convertible Redeemable Preferred Stock with an exercise price of $2.50 per share with a seven-year term. The underlying instrument into which the warrants are exercisable contained redemption provisions that were outside the Company’s control. Accordingly, these warrants were considered liabilities and at issuance, the fair value of $0.9 million was recorded as a warrant liability against a reduction to the proceeds from the issuance of the Series A Convertible Redeemable Preferred Stock. Upon completion of the IPO in July 2018, the warrants automatically became warrants for the purchase of 558,740 shares of the Company’s common stock and because the warrants no longer contain redemption provisions outside the Company’s control, the Company determined that equity classification was appropriate. See Note 8 for further information. In May 2018, in connection with the MacroGenics License Agreement and the MacroGenics Asset Purchase Agreement, the Company issued warrants to MacroGenics to purchase 2,432,688 shares of the Company’s common stock at an exercise price of $2.50 per share. These warrants have a seven-year term. The Company recorded the warrants issued under MacroGenics License Agreement and the MacroGenics Asset Purchase Agreement at an estimated fair value of $1.64 per share, approximately $4.0 million in the aggregate, as license fee expense included as part of Research & Development Expense during the nine months ended September 30, 2018. The MacroGenics warrants were evaluated under ASC 480, Distinguishing Liabilities from Equity, Derivatives and Hedging In July 2018, in connection with the Company’s completion of IPO, the Company issued to MDB, the underwriter in the IPO, and its designees warrants to purchase 1,596,956 shares of the Company’s common stock at an exercise price of $5.00 per share. These warrants have a five-year term. The Company uses valuation methods and assumptions that consider, among other factors, the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates in estimating fair value for the warrants. The fair values of these instruments are determined using models based on inputs that require management judgment and estimates. The fair value of the warrants issued to MDB were measured at issuance on July 19, 2018 using the Black-Scholes option pricing model based on the following assumptions: Equity value upon issuance on July 19, 2018 $ 4.00 Exercise Price $ 5.00 Expected volatility 60.0 % Expected dividends — Contractual term (in years) 5.0 Risk-free interest rate 2.74 % The Company estimated the fair value of the warrants issued to MDB to be $1.90 per share, approximately $3.0 million in the aggregate, which was recorded as a cost of the IPO. The MDB warrants were evaluated under ASC 480 and ASC 815 and the Company determined that equity classification was appropriate.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income Taxes	12. INCOME TAXES No provision or benefit for federal or state income taxes has been recorded as the Company has incurred a net loss for the period presented, and the Company has provided a full valuation allowance against its deferred tax assets. On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act, which significantly changes the existing U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21%, a move from a worldwide tax system to a territorial system, a change in the treatment of operating loss carryforwards as well as other changes. As a result of enactment of the legislation, the Company anticipates a one-time change to its deferred tax assets and related valuation allowance. As the Company has a full valuation allowance such change is not expected to impact the Company’s results of operations or financial position. The Company is continuing to evaluate the impact the new legislation will have on its financial statements. At this time the Company has not completed its evaluation.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
Related Party Transactions	13. RELATED PARTY TRANSACTIONS In July 2018, MDB served as the underwriter for the Company’s IPO and the Company paid MDB cash underwriters’ fees and expenses of $3.6 million. Further, the Company issued to MDB underwriter warrants to purchase 1,596,956 shares of the Company’s common stock. The warrants are exercisable, beginning July 3, 2019 for five years at $5.00 per share. As of September 30, 2018, MDB beneficially owned approximately 5.1% of the Company’s common stock and two employees of which are directors of the Company. See Notes 2, 4 and 11 for further information.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	14. SUBSEQUENT EVENTS On November 5, 2018 the Company entered into a License and Collaboration Agreement with Amgen, Inc. for PRV-015 (formerly AMG 714), a novel anti-IL-15 monoclonal antibody being developed for the treatment of gluten-free diet non-responsive celiac disease. Under the terms of the agreement, the Company will conduct and fund a Phase 2b trial in NRCD and lead the next phase of development and regulatory activities for the program. Amgen has agreed to make an equity investment of up to $20.0 million in the Company, subject to certain terms and conditions set forth in the agreement, which equity investment will coincide with the Company’s future financing events or receipt of non-dilutive milestone payment from a third party including but not limited to Janssen related to the Company’s CSF1R program. Amgen is also responsible for the manufacturing of PRV-015. Upon completion of the Phase 2b trial, Amgen has the right to reacquire the rights to PRV-015 for a $150.0 million payment, plus an additional regulatory milestone payment, and single digit royalties on future sales. If Amgen does not exercise its option to re-acquire the rights to PRV-015, all rights will remain with the Company pursuant to a termination license agreement from Amgen and the Company will be obligated to make certain contingent milestone payments totaling up to $55.0 million upon the achievement of certain clinical and regulatory milestones and a low double-digit royalty on net sales of any approved product based on the IL-15 technology. The Amgen Agreement may be terminated by the Company without cause (in which case the exclusive global rights to the technology will transfer back to Amgen) and by either party upon a material breach, and expires upon the expiration of Amgen’s last obligation to make royalty payments to Provention (or, the Company’s last obligation to make royalty payments to Amgen, if the program rights remain with the Company.)

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Use of Estimates	Use of estimates The process of preparing 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 assets and liabilities at the date of financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates and changes in estimates may occur.
Cash, Cash Equivalents and Concentration of Credit Risk	Cash, cash equivalents and concentration of credit risk The Company considers only those investments which are highly liquid, readily convertible to cash, or that mature within three months from date of purchase to be cash equivalents. Marketable investments are those with original maturities in excess of three months. The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other hedging arrangements. The Company holds cash and cash equivalents in banks in excess of FDIC insurance limits. However, the Company believes risk of loss is minimal as the cash and cash equivalents are held by large, highly-rated financial institutions.
Financial Instruments	Financial instruments The carrying amounts reported in the balance sheet for accrued expenses approximate fair value based on the short-term nature of these instruments.
Segment Information	Segment information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and manages its business as one operating segment, which is developing and commercializing novel therapeutics and solutions to intercept and prevent immune-mediated diseases. As of September 30, 2018, all of the Company’s assets were located in the United States.
Net Loss Per Common Share	Net loss per common share Net loss per share information is determined using the two-class method, which includes the weighted-average number of shares of common stock outstanding during the period and other securities that participate in dividends (a participating security). The Company considered the Series A Preferred Stock, all of which were automatically converted to common stock upon the Company’s IPO, to be participating securities because they included rights to participate in dividends with the common stock. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders is calculated by adjusting the net loss of the Company for the accretion on the Preferred Stock. Net losses are not allocated to preferred stockholders as they do not have an obligation to share in the Company’s net losses. In periods with net income attributable to common stockholders, the Company would allocate net income first to preferred stockholders based on dividend rights under the Company’s certificate of incorporation and then to preferred and common stockholders based on ownership interests. Diluted net loss per share attributable to common stockholders is computed using the more dilutive of (1) the two-class method or (2) the if-converted method. Diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders for all periods presented since the effect of potentially dilutive securities are anti-dilutive given the net loss of the Company.
Research and Development Expenses	Research and development expenses Research and development expenses are expensed as incurred, including costs to license intellectual property that is an in-process research and development asset with no alternative future use.
Accrued Expenses	Accrued expenses The Company is required to estimate accrued expenses as part of the process of preparing financial statements. This process involves estimating the level of service performed on behalf of the Company and the associated cost incurred in instances where the Company has not been invoiced or otherwise notified of actual costs. Examples of areas in which subjective judgments may be required include costs associated with services provided by contract organizations. The Company accrues for costs incurred as the services are being provided by external service providers. As actual costs become known, the Company adjusts its accruals. To date, the amount of services performed where the Company has not yet been invoiced has not been material and the estimates did not differ significantly from actual costs incurred.
Stock-based Compensation Expense	Stock-based compensation expense The Company recognizes stock-based compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards. The grant-date fair value of the award is recognized as compensation expense ratably over the requisite service period, which generally equals the vesting period of the award. The Company also grants performance-based stock options to employees. The grant-date fair value of the performance-based stock options is recognized as compensation expense once it is probable that the performance condition will be achieved. The Company accounts for actual forfeitures in the period the forfeiture occurs. Prior to the third quarter of 2018, the Company accounted for awards of equity instruments issued to non-employees in accordance with ASC Topic 505-50, Equity-Based Payment to Non-Employees In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, Stock-based compensation expense is included in both research and development expenses and general and administrative expenses in the Statements of Operations.
Warrant Liability	Warrant liability In April 2017, the Company issued warrants to purchase shares of Series A Convertible Redeemable Preferred Stock in connection with the issuance of the Series A Preferred Stock. The Company accounted for these warrants as a liability in the financial statements because the underlying instrument into which the warrants were exercisable contained redemption provisions that were outside the Company’s control. Upon the completion of the IPO in July 2018, the warrants issued in connection with the Series A Convertible Redeemable Preferred Stock converted to warrants for the purchase of 558,740 shares of our common stock and the warrants no longer contain redemption provisions that are outside the Company’s control. The liability associated with these warrants was revalued just prior to the completion of the IPO, with the change in the fair value of the warrant liability charged to earnings. The warrant liability was then reclassified to additional paid-in capital upon the completion of the IPO in July 2018. The fair values of the warrants at the issuance date, December 31, 2017, and July 18, 2018, the date just prior to the completion of our IPO, were determined using the Black-Scholes option-pricing model. The warrants previously were re-measured to fair value at each financial reporting period with any changes in fair value recognized in the statements of operations. See Note 8 to our condensed financial statements for further information.
Income Taxes	Income taxes The Company accounts for income taxes under FASB ASC 740 (“ASC 740”). For federal and state income taxes, deferred tax assets and liabilities are recognized based upon temporary differences between the financial statement and the tax basis of assets and liabilities. Deferred income taxes are based upon prescribed rates and enacted laws applicable to periods in which differences are expected to reverse. A valuation allowance is recorded when it is not more likely than not that the tax benefit from the deferred tax assets will be realized. Accordingly, the Company provided a valuation allowance equal to 100% of the tax benefit in order to eliminate the deferred tax assets amounts. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a more-likely-than-not threshold would be recorded as a tax expense in the current year. There were no uncertain tax positions that require accrual or disclosure to the financial statements as of September 30, 2018 and December 31, 2017. The Company’s policy for interest and penalties related to income tax exposures is to recognize interest and penalties as a component of the income tax provision (benefit) in the Statements of Comprehensive Loss. In December 2017, the US government enacted comprehensive tax legislation, referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act significantly revises US tax law by, among other provisions, lowering the US federal statutory income tax rate from 35% to 21%, imposing a mandatory one-time transition tax on previously deferred foreign earnings, indefinite NOL carryforwards subject to an 80% limitation, and eliminating or reducing certain income tax deductions. ASC 740, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. However, due to the complexity and significance of the Tax Act’s provisions, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which allows companies to record the tax effects of the Tax Act on a provisional basis based on a reasonable estimate, and then, if necessary, subsequently adjust such amounts during a limited measurement period as more information becomes available. The measurement period ends when a company has obtained, prepared, and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year from enactment. The Tax Act did not have a material impact on the Company’s financial statements since its deferred temporary differences are fully offset by a valuation allowance and the Company does not have any off-shore earnings from which to record the mandatory transition tax. However, given the significant complexity of the Tax Act, anticipated guidance from the US Treasury about implementing the Tax Act, and the potential for additional guidance from the SEC or the FASB related to the Tax Act, these estimates may be adjusted during the measurement period. The provisional amounts disclosed in our footnotes were based on the Company’s present interpretations of the Tax Act and current available information, including assumptions and expectations about future events, such as its projected financial performance, and are subject to further refinement as additional information becomes available (including the Company’s actual full Fiscal 2018 results of operations, as well as potential new or interpretative guidance issued by the FASB or the Internal Revenue Service and other tax agencies) and further analyses are completed. The Company continues to analyze the changes in certain income tax deductions, assess calculations of earnings and profits in certain foreign subsidiaries, including if those earnings which are held in cash or other assets and gather additional data to compute the full impacts on the Company’s deferred and current tax assets and liabilities.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820)

License and Other Agreements (T

License and Other Agreements (Tables)	9 Months Ended
	Sep. 30, 2018
License And Other Agreements Tables Abstract
Schedule of Fair Value Warrants Using Black-Scholes Pricing Model	The fair value of the warrants issued to MacroGenics were measured at issuance on May 7, 2018 using the Black-Scholes option pricing model based on the following assumptions: Equity value upon issuance on May 7, 2018 $ 2.58 Exercise Price $ 2.50 Expected volatility 62.0 % Expected dividends — Contractual term (in years) 7.0 Risk-free interest rate 2.86 %

Net Loss Per Share of Common _2

Net Loss Per Share of Common Stock (Tables)	9 Months Ended
	Sep. 30, 2018
Earnings Per Share [Abstract]
Schedule of Computation of Basic and Diluted Loss Per Share	The following table sets forth the computation of basic and diluted loss per share for the three and nine months ended September 30, 2018 and 2017: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net loss, basic $ (5,392 ) $ (1,362 ) $ (20,794 ) $ (5,449 ) Accretion of Series A Convertible Redeemable Preferred Stock (25 ) (127 ) (276 ) (217 ) Net loss attributable to common stockholders $ (5,417 ) $ (1,489 ) $ (21,070 ) $ (5,666 ) Weighted average shares of common stock outstanding - basic and diluted 32,000 10,000 17,414 9,158 Net loss per share of common stock, basic and diluted $ (0.17 ) $ (0.15 ) $ (1.21 ) $ (0.62 )
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as they would be antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Series A Convertible Redeemable Preferred Stock — 11,382 — 11,382 Warrants 4,588 559 4,588 559 Stock options 3,486 2,528 3,486 2,528

Accrued Expenses (Tables)

Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2018
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	Accrued expenses consisted of the following: September 30, 2018 December 31, 2017 Accrued research and development costs $ 293 $ 351 Accrued compensation 191 230 Accrued professional fees 166 48 Other accrued liabilities 60 190 Total accrued expenses $ 710 $ 819

Fair Value of Assets and Liab_2

Fair Value of Assets and Liabilities (Tables)	9 Months Ended
	Sep. 30, 2018
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis	Assets and liabilities measured at fair value on a recurring basis are summarized below: September 30, 2018 Financial Instruments Carried at Fair Value Quoted prices in active markets for identical items (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Liabilities: Warrant liability $ — $ — $ — $ — December 31, 2017 Financial Instruments Carried at Fair Value Quoted prices in active markets for identical items (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Liabilities: Warrant liability $ — $ — $ 998 $ 998
Summary of Changes in Fair Value of Level 3 Financial Instruments	The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments: Balance at December 31, 2017 $ 998 Change in fair value during the period 520 Reclassification to equity upon completion of IPO (1,518 ) Balance at September 30, 2018 $ —
Schedule of Warrant Liability Using Black-Scholes Option-Pricing Model	The warrant liability was measured at July 18, 2018, the date just prior to completion of the IPO, and December 31, 2017 using the Black-Scholes option-pricing model based on the following assumptions: As of July 18, 2018 December 31, 2017 Fair Value of Series A Convertible Redeemable Preferred Stock $ 4.00 $ 2.93 Exercise price $ 2.50 $ 2.50 Risk-free interest rate 2.76 % 2.26 % Expected dividend yield — % — % Contractual term (in years) 5.8 6.3 Expected volatility 62.0 % 59.0 %

Stock Options (Tables)

Stock Options (Tables)	9 Months Ended
	Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of Stock-based Compensation Expense	Total stock-based compensation expense recognized for both employees and non-employees was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Research and development $ 208 $ 25 $ 549 $ 54 General and administrative 185 22 358 52 Total stock-based compensation expense $ 393 $ 47 $ 907 $ 106
Summary of Stock Option Activity	A summary of option activity for the three months ended September 30, 2018 are presented below: Stock Option Awards Underlying Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Intrinsic Value Outstanding at December 31, 2017 2,708 $ 2.50 Granted 855 $ 3.94 Exercised — — Forfeited or expired (77 ) $ 2.50 Outstanding at September 30, 2018 3,486 $ 2.85 9.1 years $ 2,205 Exercisable at September 30, 2018 858 $ 2.50 8.8 years $ 712
Schedule of Share-based Compensation Valuation of Assumptions	The Company uses the Black-Scholes option-pricing model to estimate the fair value of option awards with the following weighted-average assumptions for the period indicated: Nine Months Ended September 30, 2018 September 30, 2017 Exercise Price $ 3.93 $ 2.50 Expected volatility 61 % 61 % Expected dividends — — Expected term (in years) 6.2 6.1 Risk-free interest rate 2.78 % 2.80 %

Warrants (Tables)

Warrants (Tables)	9 Months Ended
	Sep. 30, 2018
Warrants
Schedule of Fair Value of Warrants Issued	The fair value of the warrants issued to MDB were measured at issuance on July 19, 2018 using the Black-Scholes option pricing model based on the following assumptions: Equity value upon issuance on July 19, 2018 $ 4.00 Exercise Price $ 5.00 Expected volatility 60.0 % Expected dividends — Contractual term (in years) 5.0 Risk-free interest rate 2.74 %

Liquidity (Details Narrative)

Liquidity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			9 Months Ended
	Jul. 31, 2018	Jul. 19, 2018	Apr. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Accumulated deficit				$ 30,092		$ 9,298
Shares issued price per share			$ 2.50
Proceeds from issuance of Series A Convertible Redeemable Preferred Stock, net			$ 26,700		$ 26,714
Proceeds from initial public offering				$ 59,327
IPO [Member]
Shares issued price per share		$ 4
Proceeds from issuance of Series A Convertible Redeemable Preferred Stock, net		$ 59,300
Number of common stock shares issued and sold	15,969,563	15,969,563
Warrant exercise price per share		$ 5
Proceeds from initial public offering	$ 59,300
Preferred stock shares converted into common stock	11,381,999	11,381,999
IPO [Member] | MDB Capital Group, LLC [Member]
Public offering price per share	$ 4
Warrant to purchase shares of common stock	1,596,956
Warrant exercise price per share	$ 5			$ 1.90
Series A Convertible Redeemable Preferred Stock [Member]
Number of preferred stock shares issued			11,381,999
Shares issued price per share			$ 2.50
Proceeds from issuance of Series A Convertible Redeemable Preferred Stock, net			$ 26,700
Series A Convertible Redeemable Preferred Stock [Member] | IPO [Member]
Warrant to purchase shares of common stock	558,740

Significant Accounting Polici_3

Significant Accounting Policies (Details Narrative) - shares	1 Months Ended	9 Months Ended
	Dec. 31, 2017	Sep. 30, 2018	Jul. 31, 2018
Income tax benefit percentage		100.00%
Income tax reconciliation description	US government enacted comprehensive tax legislation, referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act significantly revises US tax law by, among other provisions, lowering the US federal statutory income tax rate from 35% to 21%, imposing a mandatory one-time transition tax on previously deferred foreign earnings, indefinite NOL carryforwards subject to an 80% limitation, and eliminating or reducing certain income tax deductions.
Effective income tax rate reconciliation, at federal statutory income tax rate, percent	21.00%
Percentage on indefinite NOL carryforwards	80.00%
IPO [Member] | Series A Convertible Redeemable Preferred Stock [Member]
Warrants to purchase a shares of common stock			558,740

Capitalization (Details Narrati

Capitalization (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			9 Months Ended
	Jul. 31, 2018	Jul. 19, 2018	Apr. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Jun. 30, 2018	Dec. 31, 2017
Common stock, shares authorized		100,000,000		100,000,000		50,000,000	50,000,000
Common stock, par value		$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares issued				37,351,562		10,000,000	10,000,000
Common stock, shares outstanding				37,351,562		10,000,000	10,000,000
Preferred stock, shares authorized		25,000,000		25,000,000		25,000,000
Preferred stock, par value		$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Series A convertible redeemable preferred stock, shares issued			11,381,999
Stock issued price per share			$ 2.50
Gross proceeds from issuance of Series A Convertible Redeemable Preferred Stock			$ 28,500
Net proceeds from issuance of Series A Convertible Redeemable Preferred Stock			$ 26,700		$ 26,714
Capital stock authorized		125,000,000
IPO [Member]
Stock issued price per share		$ 4
Net proceeds from issuance of Series A Convertible Redeemable Preferred Stock		$ 59,300
Number of shares issued during period	15,969,563	15,969,563
Warrants issued to purchase common stock		1,596,956
Warrant exercise price		$ 5
Number of redeemable preferred stock converted into shares of common stock	11,381,999	11,381,999
Series A Preferred Stock [Member]
Preferred stock, shares designated						13,000,000

License and Other Agreements (D

License and Other Agreements (Details Narrative) $ / shares in Units, € in Thousands, $ in Thousands	1 Months Ended			9 Months Ended
	May 31, 2018USD ($)$ / sharesshares	Mar. 31, 2018EUR (€)	Apr. 30, 2017USD ($)$ / shares	Sep. 30, 2018USD ($)$ / shares	Sep. 30, 2018EUR (€)	Sep. 30, 2017USD ($)$ / shares
Estimated fair value of shares | $ / shares			$ 2.50
Stock issued during period value, for license fee expense				$ 56,288
License Agreement [Member] | Vactech [Member]
Estimated fair value of shares | $ / shares						$ 1.70
Payments on contingent milestone			$ 24,500
Payments made on tiered single-digit royalties			19,000
License Agreement [Member] | Vactech [Member] | First 18 Months [Member]
Payments on transition and advisory services			500	300
License Agreement [Member] | Vactech [Member] | Research and Development [Member]
Stock issued during period value, for license fee expense						$ 3,400
License, Development and Commercialization Agreement [Member] | Janssen Pharmaceutica NV [Member]
Payments made on tiered single-digit royalties			100,000
Future development for one-time payments			$ 50,000
Future single-digit royalties on future net sales period			10 years
License, Development and Commercialization Agreement [Member] | Janssen Pharmaceutica NV [Member] | First Indication [Member]
Payments on contingent milestone			$ 35,000
License, Development and Commercialization Agreement [Member] | Janssen Pharmaceutica NV [Member] | Second Indication [Member]
Payments on contingent milestone			20,000
License, Development and Commercialization Agreement [Member] | Janssen Sciences Ireland UC [Member]
Payments made on tiered single-digit royalties			60,000
License, Development and Commercialization Agreement [Member] | Janssen Sciences Ireland UC [Member] | First Indication [Member]
Payments on contingent milestone			31,000
License, Development and Commercialization Agreement [Member] | Janssen Sciences Ireland UC [Member] | Second Indication [Member]
Payments on contingent milestone			$ 17,000
Intravacc Development Services Agreement [Member] | Institute of Translational Vaccinology [Member]
Payments on transition and advisory services | €		€ 10,000
Payments for business development				$ 4,900
Intravacc Development Services Agreement in EUR [Member] | Institute of Translational Vaccinology [Member]
Payments for business development | €					€ 4,000
MacroGenics License Agreement [Member] | MacroGenics, Inc. [Member]
Warrant to purchase shares of common stock | shares	270,299
Warrant exercise price | $ / shares	$ 2.50
MacroGenics License Agreement [Member] | MacroGenics, Inc. [Member] | Sales Milestones [Member]
Payments on contingent milestone	$ 225,000
MacroGenics License Agreement [Member] | MacroGenics, Inc. [Member] | First Indication [Member]
Payments on contingent milestone	42,500
MacroGenics License Agreement [Member] | MacroGenics, Inc. [Member] | Second Indication [Member]
Payments on contingent milestone	22,500
MacroGenics Asset Purchase Agreement [Member] | MacroGenics, Inc. [Member]
Payments on contingent milestone	170,000
Payments made on tiered single-digit royalties	$ 1,300
Warrant to purchase shares of common stock | shares	2,162,389
Warrant exercise price | $ / shares	$ 2.50
MacroGenics Asset Purchase Agreement [Member] | MacroGenics, Inc. [Member] | Sales Milestones [Member]
Payments on contingent milestone	$ 225,000
MacroGenics Asset Purchase Agreement & MacroGenics Asset Purchase Agreement [Member] | MacroGenics, Inc. [Member]
Fair value per share of each warrant | $ / shares				$ 1.64
MacroGenics License Agreement and MacroGenics Asset Purchase Agreement [Member] | MacroGenics, Inc. [Member] | Research and Development [Member]
Warrants issued during period, fair value				$ 4,000
License And Collaboration Agreement [Member] | November 5 2018 [Member]
Payments on contingent milestone				55,000
License And Collaboration Agreement [Member] | Amgen Inc [Member] | November 5 2018 [Member]
Payments on contingent milestone				150,000
Equity investment				$ 20,000

License and Other Agreements -

License and Other Agreements - Schedule of Fair Value Warrants Using Black-Scholes Pricing Model (Details)	Jul. 19, 2018$ / shares	May 07, 2018USD ($)$ / shares	Sep. 30, 2018	Sep. 30, 2017
License And Other Agreements - Schedule Of Fair Value Warrants Using Black-scholes Pricing Model
Equity value up on issuance on May 7, 2018	4	2.58
Exercise price | $ / shares	$ 5	$ 2.50
Expected volatility	60.00%	62.00%
Expected dividends | $
Contractual term (in years)	5 years	7 years	6 years 2 months 12 days	6 years 1 month 6 days
Risk - free interest rate	2.74%	2.86%	2.78%	2.80%

Net Loss Per Share of Common _3

Net Loss Per Share of Common Stock - Schedule of Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Earnings Per Share [Abstract]
Net loss, basic	$ (5,392)	$ (1,362)	$ (20,794)	$ (5,449)
Accretion of Series A Convertible Redeemable Preferred Stock	(25)	(127)	(276)	(217)
Net loss attributable to common stockholders	$ (5,417)	$ (1,489)	$ (21,070)	$ (5,666)
Weighted average shares of common stock outstanding - basic and diluted	32,000,000	10,000,000	17,414,000	9,158,000
Net loss per share of common stock, basic and diluted	$ (0.17)	$ (0.15)	$ (1.21)	$ (0.62)

Net Loss Per Share of Common _4

Net Loss Per Share of Common Stock - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Series A Convertible Redeemable Preferred Stock [Member]
Antidilutive securities excluded from computation of earnings per share		11,382,000		11,382,000
Warrants [Member]
Antidilutive securities excluded from computation of earnings per share	4,588,000	559,000	4,588,000	559,000
Stock Options [Member]
Antidilutive securities excluded from computation of earnings per share	3,486,000	2,528,000	3,486,000	2,528,000

Accrued Expenses - Schedule of

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Accrued research and development costs	$ 293	$ 351
Accrued compensation	191	230
Accrued professional fees	166	48
Other accrued liabilities	60	190
Total accrued expenses	$ 710	$ 819

Fair Value of Assets and Liab_3

Fair Value of Assets and Liabilities (Details Narrative)	Jul. 31, 2018shares
IPO [Member] | Series A Convertible Redeemable Preferred Stock [Member]
Warrant to purchase shares of common stock	558,740

Fair Value of Assets and Liab_4

Fair Value of Assets and Liabilities - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Warrant Liability		$ 998
Quoted Prices in Active Markets for Identical Items (Level 1) [Member]
Warrant Liability
Significant Other Observable Inputs (Level 2) [Member]
Warrant Liability
Significant Unobservable Inputs (Level 3) [Member]
Warrant Liability		$ 998

Fair Value of Assets and Liab_5

Fair Value of Assets and Liabilities - Summary of Changes in Fair Value of Level 3 Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Balance at December 31, 2017			$ 998
Change in fair value during the period	$ 217	$ 37	520	$ 123
Reclassification to equity upon completion of IPO			(1,518)
Balance at September 30, 2018

Fair Value of Assets and Liab_6

Fair Value of Assets and Liabilities - Schedule of Warrant Liability Using Black-Scholes Option-Pricing Model (Details) - Valuation Technique, Option Pricing Model [Member] - Warrant Liability [Member] - $ / shares	1 Months Ended	12 Months Ended
	Jul. 18, 2018	Dec. 31, 2017
Fair Value of Series A Convertible Redeemable Preferred Stock [Member]
Fair value assumptions, measurement input, per share	$ 4	$ 2.93
Exercise Price [Member]
Fair value assumptions, measurement input, per share	$ 2.50	$ 2.50
Risk Free Interest Rate [Member]
Fair value assumptions, measurement input, percentages	2.76%	2.26%
Expected Dividend Yield [Member]
Fair value assumptions, measurement input, percentages	0.00%	0.00%
Contractual Term (In Years) [Member]
Fair value assumptions, measurement input, term	5 years 9 months 18 days	6 years 3 months 19 days
Expected Volatility [Member]
Fair value assumptions, measurement input, percentages	62.00%	59.00%

Series A Convertible Redeemab_2

Series A Convertible Redeemable Preferred Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			9 Months Ended
	Jul. 31, 2018	Jul. 19, 2018	Apr. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Shares issued price per share			$ 2.50
Gross proceeds from issuance of convertible preferred stock			$ 28,500
Net proceeds from issuance of convertible preferred stock			$ 26,700		$ 26,714
IPO [Member]
Shares issued price per share		$ 4
Net proceeds from issuance of convertible preferred stock		$ 59,300
Preferred stock shares converted into common stock	11,381,999	11,381,999
IPO [Member] | In July 2018 [Member]
Preferred stock shares converted into common stock				11,381,999
Series A Convertible Redeemable Preferred Stock [Member]
Number of shares issued during period			11,381,999
Shares issued price per share			$ 2.50
Gross proceeds from issuance of convertible preferred stock			$ 28,500
Net proceeds from issuance of convertible preferred stock			$ 26,700

Stock Options (Details Narrativ

Stock Options (Details Narrative) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2018USD ($)$ / sharesshares
Annual dividend percentage	0.00%
Non-Employees [Member]
Number of options to purchase shares of common stock outstanding	87,000
Stock Option One [Member]
Weighted average grant-date fair value of options granted | $ / shares	$ 2.33
Number of options unvested	1,129,000
Unrecognized compensation expense | $	$ 1,100
Stock Option Two [Member]
Number of options to purchase shares of common stock outstanding	1,499,000
Unrecognized compensation expense | $	$ 2,600
Unrecognized compensation period for recognition	2 years 9 months 18 days
2017 Plan [Member]
Number of options to purchase shares of common stock outstanding	3,486,118
Number of shares available for future grants	383,306
Options exercisable term	10 years

Stock Options - Schedule of Sto

Stock Options - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Total stock-based compensation expense	$ 393	$ 47	$ 907	$ 106
Research and Development [Member]
Total stock-based compensation expense	208	25	549	54
General and Administrative [Member]
Total stock-based compensation expense	$ 185	$ 22	$ 358	$ 52

Stock Options - Summary of Stoc

Stock Options - Summary of Stock Option Activity (Details) - Stock Option [Member] $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2018USD ($)$ / sharesshares
Stock Options Underlying Shares, Outstanding beginning | shares	2,708,000
Stock Options Underlying Shares, Granted | shares	855,000
Stock Options Underlying Shares, Exercised | shares
Stock Options Underlying Shares, Forfeited or expired | shares	(77,000)
Stock Options Underlying Shares, Outstanding ending balance | shares	3,486,000
Stock Options Underlying Shares, Exercisable | shares	858,000
Weighted-Average Exercise Price, Outstanding beginning balance | $ / shares	$ 2.50
Weighted-Average Exercise Price, Granted | $ / shares	3.94
Weighted-Average Exercise Price, Exercised | $ / shares
Weighted-Average Exercise Price, Forfeited or expired | $ / shares	2.50
Weighted-Average Exercise Price, Outstanding ending balance | $ / shares	2.85
Weighted-Average Exercise Price, Exercisable | $ / shares	$ 2.50
Weighted-Average Remaining Contractual Term, Outstanding	9 years 1 month 6 days
Weighted-Average Remaining Contractual Term, Exercisable	8 years 1 month 6 days
Intrinsic Value, Outstanding | $	$ 2,205
Intrinsic Value, Exercisable | $	$ 712

Stock Options - Schedule of Sha

Stock Options - Schedule of Share-based Compensation Valuation of Assumptions (Details) - $ / shares	Jul. 19, 2018	May 07, 2018	Sep. 30, 2018	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Exercise Price			$ 3.93	$ 2.50
Expected volatility			61.00%	61.00%
Expected dividends	0.00%		0.00%	0.00%
Expected term (in years)	5 years	7 years	6 years 2 months 12 days	6 years 1 month 6 days
Risk-free interest rate	2.74%	2.86%	2.78%	2.80%

Warrants (Details Narrative)

Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			3 Months Ended		9 Months Ended
	Jul. 31, 2018	May 31, 2018	Apr. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Jul. 19, 2018
Fair value of warrant issued				$ 217	$ 37	$ 520	$ 123
MacroGenics License Agreement and the MacroGenics Asset Purchase Agreement [Member]
Number of warrants issued to purchase common shares		2,432,688
Warrant exercise price per share		$ 2.50		$ 1.64		$ 1.64
Warrant term		7 years
MacroGenics License Agreement and the MacroGenics Asset Purchase Agreement [Member] | Research and Development [Member]
License fee expense						$ 4,000
IPO [Member]
Warrant exercise price per share								$ 5
IPO [Member] | MDB Capital Group, LLC [Member]
Number of warrants issued to purchase common shares	1,596,956
Warrant exercise price per share	$ 5			$ 1.90		$ 1.90
Warrant term	5 years
Fair value of warrant issued						$ 3,000
IPO [Member] | Warrant [Member]
Number of warrants issued to purchase common shares	558,740
Series A Convertible Redeemable Preferred Stock [Member] | IPO [Member]
Number of warrants issued to purchase common shares	558,740
Series A Convertible Redeemable Preferred Stock [Member] | Placement Agent [Member]
Number of warrants issued to purchase common shares			558,740
Warrant exercise price per share			$ 2.50
Warrant term			7 years
Warrant liability			$ 900

Warrants - Schedule of Fair Val

Warrants - Schedule of Fair Value of Warrants Issued (Details)	Jul. 19, 2018$ / shares	May 07, 2018$ / shares	Sep. 30, 2018	Sep. 30, 2017
Warrants
Equity value up on issuance on July 19, 2018	4	2.58
Exercise price	$ 5	$ 2.50
Expected volatility	60.00%	62.00%
Expected dividends	0.00%		0.00%	0.00%
Contractual term (in years)	5 years	7 years	6 years 2 months 12 days	6 years 1 month 6 days
Risk - free interest rate	2.74%	2.86%	2.78%	2.80%

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	1 Months Ended	9 Months Ended
	Dec. 31, 2017	Sep. 30, 2018
Income tax reconciliation, description	US government enacted comprehensive tax legislation, referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act significantly revises US tax law by, among other provisions, lowering the US federal statutory income tax rate from 35% to 21%, imposing a mandatory one-time transition tax on previously deferred foreign earnings, indefinite NOL carryforwards subject to an 80% limitation, and eliminating or reducing certain income tax deductions.
Corporate tax rate, percentage	21.00%
Income Tax Reform [Member]
Income tax reconciliation, description		On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act, which significantly changes the existing U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21%, a move from a worldwide tax system to a territorial system
Corporate tax rate, percentage		21.00%

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended
	Jul. 31, 2018	Sep. 30, 2018	Jul. 19, 2018
IPO [Member]
Warrant exercisable per share			$ 5
MDB Capital Group, LLC [Member] | Directors [Member] | Common Stock [Member]
Beneficially owned percentage		5.10%
MDB Capital Group, LLC [Member] | IPO [Member]
Underwriters' fees and expenses	$ 3,600
Warrant to purchase shares of common stock	1,596,956
Warrant exercisable per share	$ 5	$ 1.90
Warrant term	5 years

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - License And Collaboration Agreement [Member] $ in Thousands	Nov. 05, 2018USD ($)
Payments on contingent milestone	$ 55,000
Amgen Inc [Member]
Payments on contingent milestone	150,000
Amgen Inc [Member] | Maximum [Member]
Equity investment	$ 20,000