Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 04, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Provention Bio, Inc. | |
Entity Central Index Key | 0001695357 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 47,744,882 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 37,142 | $ 39,165 |
Marketable securities | 39,487 | 46,208 |
Prepaid expenses and other current assets | 1,488 | 623 |
Total assets | 78,117 | 85,996 |
Current liabilities: | ||
Accounts payable | 3,536 | 1,775 |
Accrued expenses | 3,367 | 2,065 |
Total current liabilities | 6,903 | 3,840 |
Commitments and Contingencies (Note 6) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; no shares issued or outstanding at March 31, 2020 and December 31, 2019 | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 47,712,636 issued and outstanding at March 31, 2020; 47,658,361 share issued and oustanding at December 31, 2019 | 5 | 5 |
Additional paid-in capital | 162,642 | 161,212 |
Accumulated other comprehensive income | 210 | |
Accumulated deficit | (91,643) | (79,061) |
Total stockholders' equity | 71,214 | 82,156 |
Total liabilities, preferred stock and stockholders' equity | $ 78,117 | $ 85,996 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 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 | 100,000,000 |
Common stock, shares issued | 47,712,636 | 47,658,361 |
Common stock, shares outstanding | 47,712,636 | 47,658,361 |
Condensed Statements of Compreh
Condensed Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating expenses: | ||
Research and development | $ 9,090 | $ 10,022 |
General and administrative | 3,775 | 1,237 |
Total operating expenses | 12,865 | 11,259 |
Loss from operations | (12,865) | (11,259) |
Interest income | 283 | 287 |
Loss before income tax benefit | (12,582) | (10,972) |
Income tax benefit | ||
Net loss | $ (12,582) | $ (10,972) |
Net loss per common share, basic and diluted | $ (0.26) | $ (0.29) |
Weighted average common shares outstanding, basic and diluted | 47,699 | 37,362 |
Net Loss | $ (12,582) | $ (10,972) |
Other comprehensive income: | ||
Unrealized gain on marketable securities | 210 | |
Total comprehensive loss | $ (12,372) | $ (10,972) |
Condensed Statement of Stockhol
Condensed Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 4 | $ 95,430 | $ (35,776) | $ 59,658 | |
Balance, shares at Dec. 31, 2018 | 37,362,000 | ||||
Stock-based compensation | 244 | 244 | |||
Unrealized gain on marketable securities, net of tax | |||||
Net loss | (10,972) | (10,972) | |||
Balance at Mar. 31, 2019 | $ 4 | 95,674 | (46,748) | 48,930 | |
Balance, shares at Mar. 31, 2019 | 37,362,000 | ||||
Balance at Dec. 31, 2019 | $ 5 | 161,212 | (79,061) | 82,156 | |
Balance, shares at Dec. 31, 2019 | 47,658,000 | ||||
Stock-based compensation | 1,236 | 1,236 | |||
Issuance of common stock in connection with stock option exercises | 194 | $ 194 | |||
Issuance of common stock in connection with stock option exercises, shares | 55,000 | 55,000 | |||
Unrealized gain on marketable securities, net of tax | 210 | $ 210 | |||
Net loss | (12,582) | (12,582) | |||
Balance at Mar. 31, 2020 | $ 5 | $ 162,642 | $ 210 | $ (91,643) | $ 71,214 |
Balance, shares at Mar. 31, 2020 | 47,713,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Activities | ||
Net loss | $ (12,582) | $ (10,972) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 1,236 | 244 |
Amortization of premium and discounts on marketable securities | 1 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (865) | 2,292 |
Accounts payable | 1,761 | 211 |
Accrued interest recievable | (21) | |
Accrued expenses | 1,302 | 892 |
Net cash used in operating activities | (9,168) | (7,333) |
Investing activities | ||
Purchase of marketable securities | (9,049) | |
Maturities of marketable securities | 16,000 | |
Net cash provided by in investing activities | 6,951 | |
Financing activities | ||
Proceeds from issuance of common stock | 194 | |
Net cash provided by financing activities | 194 | |
Net decrease in cash and cash equivalents | (2,023) | (7,333) |
Cash and cash equivalents at beginning of period | 39,165 | 58,539 |
Cash and cash equivalents at end of period | $ 37,142 | $ 51,206 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
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 innovative approaches 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 accompanying unaudited financial information as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 has been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The December 31, 2019 Balance Sheet was derived from the Company’s audited financial statements. These interim financial statements should be read in conjunction with the notes to the financial statements contained in the Company’s Annual Report on Form 10-K (“Annual Report”) for 2019, as filed with the SEC on March 12, 2020 and as amended on Form 10-K/A, and filed with the SEC on April 8, 2020. In the opinion of management, the unaudited financial information as of March 31, 2020 and for the three months ended March 31, 2020 and 2019, reflects all adjustments, which are normal recurring adjustments, necessary to present a fair statement of the financial position, results of operations and cash flows of the Company. The results of operations for the three months ended March 31, 2020 and 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2020 | |
Liquidity | |
Liquidity | 2. LIQUIDITY The accompanying 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 March 31, 2020, the Company had an accumulated deficit of $91.6 million . In April 2017, the Company completed its private placement of Series A Convertible Redeemable Preferred Stock (the “Series A Offering”). 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 of approximately $3.7 million and other offering expenses of approximately $0.8 million. 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. In September 2019, the Company completed an underwritten public offering in which it sold 5,750,000 shares of common stock at a public offering price of $8.00 per share. The 5,750,000 shares sold included the full exercise of the underwriters’ option to purchase 750,000 shares at a price of $8.00 per share. Concurrent with the underwritten public offering, the Company sold 2,500,000 shares of common stock to Amgen, Inc. at the public offering price of $8.00 per share in a private placement, pursuant to the terms of the Company’s License and Collaboration Agreement with Amgen Inc, dated as of November 5, 2018. Aggregate net proceeds from the underwritten public offering and the concurrent private placement were $62.7 million, net of approximately $2.8 million in underwriting discounts and commissions and other offering expenses of $0.5 million. 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 and commercial 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 its cash, cash equivalents and marketable securities on hand at March 31, 2020 are sufficient to meet the Company’s obligations for at least the next 12 months from the issuance of these financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
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. Segment and geographic information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating and reporting segment. 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 90 days from the date of purchase to be cash equivalents. Marketable securities are those investments with original maturities in excess of 90 days. The carrying amounts reported in the balance sheets for cash and cash equivalents are valued at cost, which approximates their fair value. 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. Marketable securities The Company considers securities with original maturities of greater than 90 days to be available for sale securities. Available for sale securities are classified as either current or non-current assets based on the nature of the securities and their availability for use in current operations. Available for sale securities are recorded at fair value and unrealized gains and losses are recorded within accumulated other comprehensive income. The estimated fair value of the available for sale securities is determined based on quoted market prices or rates for similar instruments. In addition, the cost of debt securities in this category is adjusted for amortization of premium and accretion of discount to maturity. On a quarterly basis, the Company reviews the status of each security in an unrealized loss position, to evaluate the existence of potential credit losses. The Company first considers whether it intends to sell, or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet this criteria, the Company considers a number of factors to determine if the decline in fair value has resulted from credit losses or other factors, including but not limited to: (1) the extent of the decline; (2) changes to the rating of the security by a rating agency; (3) any adverse conditions specific to the security; and (4) other market conditions that may affect the fair value of the security. If this assessment indicates that a credit loss exists and the present value of cash flows expected to be collected is less than the amortized cost basis, an allowance for credit losses is required for the credit loss. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. As of March 31, 2020, the Company had no available for sale securities in an unrealized loss position. The Company’s available for sale securities are solely invested in U.S. Treasury and U.S. Government Agency securities. Financial instruments Cash, cash equivalents and marketable securities are reflected in the accompanying financial statements at fair value. The carrying amount of accounts payable and accrued expenses, including accrued research and development expenses, approximates fair value due to the short-term nature of those instruments. Foreign Currency Translation The Company considers the U.S. dollar to be its functional currency. Expenses denominated in foreign currencies are translated at the exchange rate on the date the expense is incurred. The effect of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars is included in the Statements of Comprehensive Loss. Foreign exchange transaction gains and losses are included in the results of operations and are not material in the Company’s financial statements. Research and development expenses Research and development expenses primarily consist of costs associated with the preclinical and clinical development of our product candidate portfolio, including the following: ● external research and development expenses incurred under arrangements with third parties, such as contract research organizations (CROs) and other vendors and contract manufacturing organizations (CMOs) for the production of drug substance and drug product; and ● employee-related expenses, including salaries, benefits and share-based compensation expense. Research and development expenses also include costs of acquired product licenses and related technology rights where there is no alternative future use, costs of prototypes used in research and development, consultant fees and amounts paid to certain of our collaborative partners. All research and development expenses are charged to operations as incurred in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic, or ASC, 730, Research and Development. The Company accounts for non-refundable advance payments for goods and services that will be used in future research and development activities as expenses when the service has been performed or when the goods have been received, rather than when the payment is made. Accrued Research and Development Expenses As part of the process of preparing our financial statements, the Company is required to estimate its accrued expenses. This process involves reviewing quotations and contracts, identifying services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The majority of the Company’s service providers invoice us monthly in arrears for services performed or when contractual milestones are met. The Company makes estimates of its accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to the Company at that time. The Company periodically confirms the accuracy of its estimates with the service providers and make adjustments if necessary. The significant estimates in the Company’s accrued research and development expenses are related to expenses incurred with respect to CROs, CMOs and other vendors in connection with research and development and manufacturing activities. The Company bases its expense related to CROs and CMOs on its estimates of the services received and efforts expended pursuant to quotations and contracts with such vendors that conduct research and development and manufacturing activities on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of the applicable research and development or manufacturing expense. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from its estimate, the Company adjusts the accrual or prepaid expense accordingly. Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and could result in us reporting amounts that are too high or too low in any particular period. There have been no material changes in estimates for the periods presented. Stock-based compensation expense The Company follows the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and non-employees, including stock options. Stock-based compensation expense is based on the grant date fair value estimated in accordance with the provisions of ASC 718 and is generally recognized as an expense over the requisite service period. For grants containing performance-based vesting provisions, 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. Stock Options The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. Due to the lack of trading history, the Company’s computation of stock-price volatility is based on the volatility rates of comparable publicly held companies over a period equal to the expected term of the options granted by the Company. The Company’s computation of expected term is determined using the “simplified” method, which is the midpoint between the vesting date and the end of the contractual term. The Company believes that it does not have sufficient reliable exercise data in order to justify the use of a method other than the “simplified” method of estimating the expected exercise term of employee stock option grants. The Company utilizes a dividend yield of zero based on the fact that the Company has never paid cash dividends to stockholders and has no current intentions to pay cash dividends. The risk-free interest rate is based on the zero-coupon U.S. Treasury yield at the date of grant for a term equivalent to the expected term of the option. 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. Income taxes The Company utilizes the liability method of accounting for deferred income taxes, as set forth in ASC 740, Income Taxes. Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”). ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated balance sheets or statements of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808) |
Capitalization
Capitalization | 3 Months Ended |
Mar. 31, 2020 | |
Loss Contingency Amount Reimbursed | |
Capitalization | 4. CAPITALIZATION As of March 31, 2020, the Company had authorized 100,000,000 shares of Common Stock, $0.0001 par value per share, of which 47,712,636 shares were issued and outstanding. In addition, as of March 31, 2020, the Company had authorized 25,000,000 shares of Preferred Stock, $0.0001 par value per share, of which, none were issued and outstanding. As of December 31, 2019, the Company had authorized 100,000,000 shares of Common Stock, $0.0001 par value per share, of which 47,658,361 shares were issued and outstanding. In addition, as of December 31, 2019, the Company had authorized 25,000,000 shares of Preferred Stock, $0.0001 par value per share, of which none were issued and outstanding. |
Cash, Cash Equivalents, and Mar
Cash, Cash Equivalents, and Marketable Securities | 3 Months Ended |
Mar. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Marketable Securities | 5. CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES The Company considers all highly liquid investments purchased with original maturities of 90 days or less at the date of purchase to be cash equivalents. Cash and cash equivalents as of March 31, 2020 and December 31, 2019 was $37.1 million and $39.2 million, respectively, and included cash, investments in money market funds, and U.S. Treasury securities with original maturities of 90 days or less. The Company considers securities with original maturities of greater than 90 days at the date of purchase to be available for sale securities. The Company held available for sale securities with a fair value totaling $39.5 million and $46.2 million at March 31, 2020 and December 31, 2019, respectively. These available for sale securities consisted solely of U.S. Treasury securities and U.S Government Agency bonds. At March 31, 2020, the Company held available for sale securities of $39.5 million with expected maturities of less than one year. The Company may sell certain of its marketable securities prior to their stated maturities for reasons including, but not limited to, managing liquidity, credit risk, duration and asset allocation. The Company evaluates securities with unrealized losses, if any, to determine whether the decline in fair value has resulted from credit loss or other factors. As of March 31, 2020, the Company had no available for sale securities in an unrealized loss position. While the Company classifies these securities as available for sale, the Company does not currently intend to sell its investments and the Company currently believes it has the ability to hold these investments until maturity. The following table summarizes the amortized cost, fair value and allowance for credit losses of the Company’s available for sale securities: March 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury securities $ 37,269 $ 209 $ — $ 37,478 U.S. Government Agency securities 2,008 1 — 2,009 Total $ 39,277 $ 210 $ — $ 39,487 December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury securities $ 46,208 $ — $ — $ 46,208 Total $ 46,208 $ — $ — $ 46,208 The Company’s available for sale securities are reported at fair value on the Company’s Balance Sheets. Unrealized gains (losses) are reported within accumulated other comprehensive income (loss) in the statements of comprehensive income (loss). The cost of securities sold and any realized gains/losses from the sale of available for sale securities are based on the specific identification method. The changes in accumulated other comprehensive income (loss) associated with the unrealized gain (loss) on available for sale securities during the three months ended March 31, 2020 and 2019, respectively were as follows: Three months ended March 31, 2020 2019 Beginning Balance $ — $ — Current period changes in fair value before reclassifications, net of tax 210 — Amounts reclassified from accumulated other comprehensive income (loss), net of tax — — Other comprehensive income (loss) 210 — Balance as of March 31, 2020 $ 210 $ — |
License and Other Agreements
License and Other Agreements | 3 Months Ended |
Mar. 31, 2020 | |
License And Other Agreements | |
License and Other Agreements | 6. LICENSE AND OTHER AGREEMENTS 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. The Company is obligated to pay MacroGenics contingent milestone payments totaling $170.0 million upon the achievement of certain regulatory approval milestones, including $60.0 million payable upon approval of a Biologics License Application (“BLA”) in the United States. 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. The Company has also agreed to 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. 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. 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. As of March 31, 2020, the Company has not achieved any milestones that would trigger payments to MacroGenics. The Company recorded the warrants issued under the MacroGenics Asset Purchase Agreement and the MacroGenics License 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 second quarter of 2018. In July 2019, MacroGenics elected to exercise its warrants for an aggregate of 2,432,688 shares on a cashless basis, resulting in the Company’s net issuance of 1,948,474 shares. Following the MacroGenics’ July 2019 warrant exercises, the there are no additional warrants outstanding in connection with the MacroGenics License Agreement and the MacroGenics Asset Purchase Agreement. In November 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 development and regulatory activities for the program. Amgen 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. Amgen is also responsible for the manufacturing of PRV-015. Upon completion of the Phase 2b trial, a $150.0 million milestone payment is due from Amgen to the Company, plus an additional regulatory milestone payment, and single digit royalties on future sales. If Amgen elects not to pay the $150.0 million milestone, AMG 714 rights will be transferred to Company pursuant to a termination license agreement from Amgen and the Company. The Company will be obligated to make certain contingent milestone payments to Amgen and other third parties totaling up to $70.0 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. The agreement 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 are transferred to the Company). In September 2019, in a private placement completed concurrently with the Company’s underwritten public offering, Amgen purchased 2,500,000 shares of the Company’s common stock at the underwritten public offering price of $8.00 per share, for a total investment of $20.0 million. 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 year ended December 31, 2017. Provention paid Vactech a total of approximately $0.5 million for transition and advisory services during the first 18 months of the term of the agreement. 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 March 31, 2020, the Company has not achieved any milestones that would trigger payments to Vactech. 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 (CVB), 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 the Company currently expects will last for approximately 24 to 30 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 March 31, 2020, the Company had paid Intravacc a total of approximately 8.0 million euros, or approximately $9.4 million, for services provided by Intravacc under the Intravacc Development Services Agreement. In April 2017, the Company entered into the Janssen CSF-1R License Agreement, pursuant to which Janssen Pharmaceutica NV granted the Company exclusive global rights for the purpose of developing and commercializing a colony stimulating factor 1 receptor (CSF-1R) inhibitor named JNJ-40346527 (renamed PRV-6527) for inflammatory bowel diseases including Crohn’s disease and UC. The Company evaluated PRV-6527 for Crohn’s disease in a recently completed Phase 2a clinical trial (the PRINCE study). In December 2019, Janssen declined its option to buy back the rights to PRV-6527. and as such, all rights will remain with the Company. The Company 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, the Company 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. As of March 31, 2020, no milestones have been achieved that would trigger payments to Janssen under the CSF-1R License Agreement. |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share of Common Stock | 7. NET LOSS PER SHARE OF COMMON STOCK Basic and diluted net income (loss) per common share is determined by dividing net income (loss) by the weighted average common shares outstanding during the period. For the periods where there is a net loss, stock options and warrants have been excluded from the calculation of diluted net loss per common share because their effect would be anti-dilutive. Therefore, the weighted average common shares used to calculate both basic and diluted net loss per common share would be the same. The following table sets forth the computation of basic and diluted net loss per share of common stock for the periods indicated: Three Months Ended March 31, 2020 2019 Net loss $ (12,582 ) $ (10,972 ) Weighted average shares of common stock outstanding - basic and diluted 47,699 37,362 Net loss per share of common stock, basic and diluted $ (0.26 ) $ (0.29 ) 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 March 31, 2020 2019 Stock options 6,674 3,975 Warrants 2,125 4,588 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 8. ACCRUED EXPENSES Accrued expenses consisted of the following: March 31, 2020 December 31, 2019 Accrued research and development costs $ 2,536 $ 1,700 Accrued compensation 427 54 Accrued professional fees 220 221 Other accrued liabilities 184 90 Total accrued expenses $ 3,367 $ 2,065 |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities | 9. 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. In accordance with accounting principles generally accepted in the United States, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy prioritizes the inputs used to measure fair value as follows: 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 following is a summary of assets and their related classifications under the fair value hierarchy: March 31, 2020 Financial Instruments Carried at Fair Value Quoted prices in active markets Significant other Significant for observable unobservable inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash and cash equivalents 1 $ 37,142 $ — $ — $ 37,142 Investments in U.S. Treasury securities 2 $ 37,478 $ — $ — $ 37,478 Investments in U.S. Government agency bonds 2 $ — $ 2,009 $ — $ 2,009 December 31, 2019 Financial Instruments Carried at Fair Value Quoted prices in active markets Significant other Significant for observable unobservable inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash and cash equivalents 1 $ 39,165 $ — $ — $ 39,165 Investments in U.S. Treasury securities 2 $ 46,208 $ — $ — $ 46,208 1 2 |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [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 March 31, 2020, there were options to purchase an aggregate of 6,674,476 shares of Common Stock outstanding under the 2017 Plan. Options issued under the 2017 Plan are exercisable for up to 10 years from the date of issuance. In connection with the evergreen provisions of the 2017 Plan, the number of shares available for issuance under the 2017 Plan was increased by 3,000,000 shares, as determined by the board of directors under the provisions described below, effective as of January 1, 2020. As of March 31, 2020, there were 3,102,154 shares available for future grants. 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 (1) the difference between (x) 18% of the total shares of the Company’s common stock outstanding, on a fully diluted basis, on December 31st of the preceding calendar year, and (y) the total number of shares of the Company’s common stock reserved under the 2017 Plan on December 31st of such preceding calendar year or (2) an amount less than this calculated increase as determined by the board of directors. Stock-based compensation Total stock-based compensation expense recognized for both employees and non-employees was as follows: Three Months Ended March 31, 2020 2019 General and administrative $ 713 $ 144 Research and development 523 100 Total share-based compensation expense $ 1,236 $ 244 Option activity The Company grants options with service-based vesting requirements as well as options with performance-based vesting requirements. Generally, the service-based requirements vest 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, manufacturing activities, regulatory activities, and certain other performance metrics. A summary of option activity for the three months ended March 31, 2020 are presented below: Weighted- Weighted- Average Average Remaining Underlying Exercise Contractual Intrinsic Stock Option Awards Shares Price Term Value Outstanding at December 31, 2019 5,894 $ 6.33 8.5 years $ — Granted 835 $ 12.80 Exercised (55 ) $ 3.57 Outstanding at Match 31, 2020 6,674 $ 7.16 8.5 years $ 23,531 Exercisable at March 31, 2020 2,012 $ 2.75 7.5 years $ 13,003 The weighted average grant-date fair value of options granted during the three months ended March 31, 2020 was $8.28 per share. As of March 31, 2020, there were approximately 1,737,000 unvested options subject to performance-based vesting criteria with approximately $11.7 million of unrecognized compensation expense. This expense will be recognized when each milestone becomes probable of occurring. In addition, as of March 31, 2020, there were approximately 2,925,000 unvested options outstanding subject to time-based vesting with approximately $12.8 million of unrecognized compensation expense which will be recognized over a period of 3.3 years. Cash proceeds from, and the aggregate intrinsic value of, stock options exercised during the periods presented below were as follows: Three Months Ended March 31, 2020 2019 Cash proceeds from options exercised $ 194 $ — Aggregate intrinsic value of options exercised 309 — 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: Three months ended March 31, 2020 2019 Exercise Price $ 12.80 $ 2.26 Expected volatility 72 % 66 % Expected dividends — — Expected term (in years) 6.2 6.6 Risk-free interest rate 1.31 % 2.41 % 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 | 3 Months Ended |
Mar. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
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. 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. As of March 31, 2020, there were 554,675 warrants outstanding related to the Series A Offering. In connection with the Company’s completion of its IPO, in July 2018, 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 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 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS In April 2020, the Company received net proceeds of $0.5 million from the sale of its 2018 New Jersey state net operating losses (“NOLs”) through the State of New Jersey’s Technology Business Tax Certificate Transfer Program (the “Program”). The Program allows qualified technology and biotechnology businesses in New Jersey to sell unused amounts of NOLs and defined research and development tax credits. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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. |
Segment and Geographic Information | Segment and geographic information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating and reporting segment. |
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 90 days from the date of purchase to be cash equivalents. Marketable securities are those investments with original maturities in excess of 90 days. The carrying amounts reported in the balance sheets for cash and cash equivalents are valued at cost, which approximates their fair value. 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. |
Marketable Securities | Marketable securities The Company considers securities with original maturities of greater than 90 days to be available for sale securities. Available for sale securities are classified as either current or non-current assets based on the nature of the securities and their availability for use in current operations. Available for sale securities are recorded at fair value and unrealized gains and losses are recorded within accumulated other comprehensive income. The estimated fair value of the available for sale securities is determined based on quoted market prices or rates for similar instruments. In addition, the cost of debt securities in this category is adjusted for amortization of premium and accretion of discount to maturity. On a quarterly basis, the Company reviews the status of each security in an unrealized loss position, to evaluate the existence of potential credit losses. The Company first considers whether it intends to sell, or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet this criteria, the Company considers a number of factors to determine if the decline in fair value has resulted from credit losses or other factors, including but not limited to: (1) the extent of the decline; (2) changes to the rating of the security by a rating agency; (3) any adverse conditions specific to the security; and (4) other market conditions that may affect the fair value of the security. If this assessment indicates that a credit loss exists and the present value of cash flows expected to be collected is less than the amortized cost basis, an allowance for credit losses is required for the credit loss. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. As of March 31, 2020, the Company had no available for sale securities in an unrealized loss position. The Company’s available for sale securities are solely invested in U.S. Treasury and U.S. Government Agency securities. |
Financial Instruments | Financial instruments Cash, cash equivalents and marketable securities are reflected in the accompanying financial statements at fair value. The carrying amount of accounts payable and accrued expenses, including accrued research and development expenses, approximates fair value due to the short-term nature of those instruments. |
Foreign Currency Translation | Foreign Currency Translation The Company considers the U.S. dollar to be its functional currency. Expenses denominated in foreign currencies are translated at the exchange rate on the date the expense is incurred. The effect of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars is included in the Statements of Comprehensive Loss. Foreign exchange transaction gains and losses are included in the results of operations and are not material in the Company’s financial statements. |
Research and Development Expenses | Research and development expenses Research and development expenses primarily consist of costs associated with the preclinical and clinical development of our product candidate portfolio, including the following: ● external research and development expenses incurred under arrangements with third parties, such as contract research organizations (CROs) and other vendors and contract manufacturing organizations (CMOs) for the production of drug substance and drug product; and ● employee-related expenses, including salaries, benefits and share-based compensation expense. Research and development expenses also include costs of acquired product licenses and related technology rights where there is no alternative future use, costs of prototypes used in research and development, consultant fees and amounts paid to certain of our collaborative partners. All research and development expenses are charged to operations as incurred in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic, or ASC, 730, Research and Development. The Company accounts for non-refundable advance payments for goods and services that will be used in future research and development activities as expenses when the service has been performed or when the goods have been received, rather than when the payment is made. Accrued Research and Development Expenses As part of the process of preparing our financial statements, the Company is required to estimate its accrued expenses. This process involves reviewing quotations and contracts, identifying services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The majority of the Company’s service providers invoice us monthly in arrears for services performed or when contractual milestones are met. The Company makes estimates of its accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to the Company at that time. The Company periodically confirms the accuracy of its estimates with the service providers and make adjustments if necessary. The significant estimates in the Company’s accrued research and development expenses are related to expenses incurred with respect to CROs, CMOs and other vendors in connection with research and development and manufacturing activities. The Company bases its expense related to CROs and CMOs on its estimates of the services received and efforts expended pursuant to quotations and contracts with such vendors that conduct research and development and manufacturing activities on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of the applicable research and development or manufacturing expense. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from its estimate, the Company adjusts the accrual or prepaid expense accordingly. Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and could result in us reporting amounts that are too high or too low in any particular period. There have been no material changes in estimates for the periods presented. |
Stock-based Compensation Expense | Stock-based compensation expense The Company follows the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and non-employees, including stock options. Stock-based compensation expense is based on the grant date fair value estimated in accordance with the provisions of ASC 718 and is generally recognized as an expense over the requisite service period. For grants containing performance-based vesting provisions, 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. Stock Options The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. Due to the lack of trading history, the Company’s computation of stock-price volatility is based on the volatility rates of comparable publicly held companies over a period equal to the expected term of the options granted by the Company. The Company’s computation of expected term is determined using the “simplified” method, which is the midpoint between the vesting date and the end of the contractual term. The Company believes that it does not have sufficient reliable exercise data in order to justify the use of a method other than the “simplified” method of estimating the expected exercise term of employee stock option grants. The Company utilizes a dividend yield of zero based on the fact that the Company has never paid cash dividends to stockholders and has no current intentions to pay cash dividends. The risk-free interest rate is based on the zero-coupon U.S. Treasury yield at the date of grant for a term equivalent to the expected term of the option. 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. |
Income Taxes | Income taxes The Company utilizes the liability method of accounting for deferred income taxes, as set forth in ASC 740, Income Taxes. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”). ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated balance sheets or statements of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808) |
Cash, Cash Equivalents, and M_2
Cash, Cash Equivalents, and Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Available for Sale Securities | The following table summarizes the amortized cost, fair value and allowance for credit losses of the Company’s available for sale securities: March 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury securities $ 37,269 $ 209 $ — $ 37,478 U.S. Government Agency securities 2,008 1 — 2,009 Total $ 39,277 $ 210 $ — $ 39,487 December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury securities $ 46,208 $ — $ — $ 46,208 Total $ 46,208 $ — $ — $ 46,208 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss) associated with the unrealized gain (loss) on available for sale securities during the three months ended March 31, 2020 and 2019, respectively were as follows: Three months ended March 31, 2020 2019 Beginning Balance $ — $ — Current period changes in fair value before reclassifications, net of tax 210 — Amounts reclassified from accumulated other comprehensive income (loss), net of tax — — Other comprehensive income (loss) 210 — Balance as of March 31, 2020 $ 210 $ — |
Net Loss Per Share of Common _2
Net Loss Per Share of Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 net loss per share of common stock for the periods indicated: Three Months Ended March 31, 2020 2019 Net loss $ (12,582 ) $ (10,972 ) Weighted average shares of common stock outstanding - basic and diluted 47,699 37,362 Net loss per share of common stock, basic and diluted $ (0.26 ) $ (0.29 ) |
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 March 31, 2020 2019 Stock options 6,674 3,975 Warrants 2,125 4,588 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: March 31, 2020 December 31, 2019 Accrued research and development costs $ 2,536 $ 1,700 Accrued compensation 427 54 Accrued professional fees 220 221 Other accrued liabilities 184 90 Total accrued expenses $ 3,367 $ 2,065 |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following is a summary of assets and their related classifications under the fair value hierarchy: March 31, 2020 Financial Instruments Carried at Fair Value Quoted prices in active markets Significant other Significant for observable unobservable inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash and cash equivalents 1 $ 37,142 $ — $ — $ 37,142 Investments in U.S. Treasury securities 2 $ 37,478 $ — $ — $ 37,478 Investments in U.S. Government agency bonds 2 $ — $ 2,009 $ — $ 2,009 December 31, 2019 Financial Instruments Carried at Fair Value Quoted prices in active markets Significant other Significant for observable unobservable inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash and cash equivalents 1 $ 39,165 $ — $ — $ 39,165 Investments in U.S. Treasury securities 2 $ 46,208 $ — $ — $ 46,208 1 2 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [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 March 31, 2020 2019 General and administrative $ 713 $ 144 Research and development 523 100 Total share-based compensation expense $ 1,236 $ 244 |
Summary of Stock Option Activity | A summary of option activity for the three months ended March 31, 2020 are presented below: Weighted- Weighted- Average Average Remaining Underlying Exercise Contractual Intrinsic Stock Option Awards Shares Price Term Value Outstanding at December 31, 2019 5,894 $ 6.33 8.5 years $ — Granted 835 $ 12.80 Exercised (55 ) $ 3.57 Outstanding at Match 31, 2020 6,674 $ 7.16 8.5 years $ 23,531 Exercisable at March 31, 2020 2,012 $ 2.75 7.5 years $ 13,003 |
Schedule of Aggregated Intrinsic Value of Stock Option Exercised | Cash proceeds from, and the aggregate intrinsic value of, stock options exercised during the periods presented below were as follows: Three Months Ended March 31, 2020 2019 Cash proceeds from options exercised $ 194 $ — Aggregate intrinsic value of options exercised 309 — |
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: Three months ended March 31, 2020 2019 Exercise Price $ 12.80 $ 2.26 Expected volatility 72 % 66 % Expected dividends — — Expected term (in years) 6.2 6.6 Risk-free interest rate 1.31 % 2.41 % |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
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 | |||||
Sep. 30, 2019 | Jul. 31, 2018 | Apr. 30, 2017 | Mar. 31, 2020 | Dec. 31, 2019 | Jul. 19, 2018 | |
Accumulated deficit | $ 91,643 | $ 79,061 | ||||
Number of common stock shares issued and sold | 5,750,000 | |||||
Public offering price per share | $ 8 | |||||
Underwriting discounts and commissions | $ 2,800 | |||||
Other offering expenses | 500 | |||||
Aggregate net proceeds from underwritten public offering and Amgen private placement. | $ 62,700 | |||||
Option [Member] | ||||||
Number of common stock shares issued and sold | 750,000 | |||||
Public offering price per share | $ 8 | |||||
MDB Capital Group, LLC [Member] | ||||||
Warrant exercise price per share | $ 5 | |||||
IPO [Member] | ||||||
Number of common stock shares issued and sold | 15,969,563 | |||||
Public offering price per share | $ 4 | |||||
Proceeds from initial public offering | $ 59,300 | |||||
Underwriting discounts and commissions | 3,700 | |||||
Other offering expenses | $ 800 | |||||
Preferred stock shares converted into common stock | 11,381,999 | |||||
IPO [Member] | MDB Capital Group, LLC [Member] | ||||||
Warrant to purchase shares of common stock | 1,596,956 | |||||
Warrant exercise price per share | $ 5 | |||||
Private Placement [Member] | Amgen Inc [Member] | ||||||
Number of common stock shares issued and sold | 2,500,000 | |||||
Public offering price per share | $ 8 | |||||
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) | 3 Months Ended |
Mar. 31, 2020Segment | |
Accounting Policies [Abstract] | |
Number of operating and reporting segment | 1 |
Capitalization (Details Narrati
Capitalization (Details Narrative) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Loss Contingency Amount Reimbursed | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 47,712,636 | 47,658,361 |
Common stock, shares outstanding | 47,712,636 | 47,658,361 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Cash, Cash Equivalents, and M_3
Cash, Cash Equivalents, and Marketable Securities (Detail Narrative) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 37,142 | $ 39,165 |
Fair value of held available for sale securities | 39,500 | $ 46,200 |
Available for sale, securities position less than 12 month | $ 39,500 |
Cash, Cash Equivalents, and M_4
Cash, Cash Equivalents, and Marketable Securities - Schedule of Available for Sale Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Amortized Cost | $ 39,277 | $ 46,208 |
Gross Unrealized Gains | 210 | |
Gross Unrealized Losses | ||
Fair Value | 39,487 | 46,208 |
U.S. Treasury Securities [Member] | ||
Amortized Cost | 37,269 | 46,208 |
Gross Unrealized Gains | 209 | |
Gross Unrealized Losses | ||
Fair Value | 37,478 | $ 46,208 |
U.S. Government Agency Securities [Member] | ||
Amortized Cost | 2,008 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | ||
Fair Value | $ 2,009 |
Cash, Cash Equivalents, and M_5
Cash, Cash Equivalents, and Marketable Securities -Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | ||
Beginning Balance | ||
Current period changes in fair value before reclassifications, net of tax | 210 | |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | ||
Other comprehensive income (loss) | 210 | |
Ending balance | $ 210 |
License and Other Agreements (D
License and Other Agreements (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Sep. 30, 2019 | Jul. 31, 2019 | Nov. 30, 2018 | May 31, 2018 | Mar. 31, 2018 | Apr. 30, 2017 | Mar. 31, 2020 | |
Number of common stock shares issued and sold | 5,750,000 | ||||||
Public offering price per share | $ 8 | ||||||
MacroGenics Asset Purchase Agreement and MacroGenics License Agreement [Member] | |||||||
Fair value per share of each warrant | $ 1.64 | ||||||
Warrants issued during period, fair value | $ 4,000 | ||||||
Intravacc Development Services Agreement [Member] | |||||||
Payments made for develpoment and manufacturing services | $ 9,400 | ||||||
Intravacc Development Services Agreement [Member] | Euro [Member] | |||||||
Payments made for develpoment and manufacturing services | $ 10,000 | $ 8,000 | |||||
MacroGenics, Inc. [Member] | |||||||
Amount payable by the entity on achievement of various milestones | $ 225,000 | ||||||
Number of elected warrants exercise on a cashless basis | 2,432,688 | ||||||
Exercise of warrants net of shares issued | 1,948,474 | ||||||
MacroGenics, Inc. [Member] | Asset Purchase Agreement [Member] | |||||||
Warrant to purchase shares of common stock | 2,162,389 | ||||||
Warrant exercise price per share | $ 2.50 | ||||||
Amount payable by the entity on achievement of various milestones | $ 170,000 | ||||||
MacroGenics, Inc. [Member] | Asset Purchase Agreement [Member] | Biologics License Application [Member] | |||||||
Amount payable by the entity on achievement of various milestones | 60,000 | ||||||
MacroGenics, Inc. [Member] | Asset Purchase Agreement [Member] | Maximum [Member] | |||||||
Amount payable by the entity on achievement of various milestones | $ 1,300 | ||||||
MacroGenics, Inc. [Member] | License Agreement [Member] | |||||||
Warrant to purchase shares of common stock | 270,299 | ||||||
Warrant exercise price per share | $ 2.50 | ||||||
Amount payable by the entity on achievement of various milestones | $ 225,000 | ||||||
MacroGenics, Inc. [Member] | License Agreement [Member] | First Indication [Member] | |||||||
Amount payable by the entity on achievement of various milestones | 42,500 | ||||||
MacroGenics, Inc. [Member] | License Agreement [Member] | Second Indication [Member] | |||||||
Amount payable by the entity on achievement of various milestones | $ 22,500 | ||||||
Amgen Inc [Member] | |||||||
Amount payable by the entity on achievement of various milestones | $ 70,000 | ||||||
Amgen Inc [Member] | Private Placement [Member] | |||||||
Number of common stock shares issued and sold | 2,500,000 | ||||||
Public offering price per share | $ 8 | ||||||
Total investment value | $ 20,000 | ||||||
Amgen Inc [Member] | License And Collaboration Agreement [Member] | |||||||
Amount payable by the entity on achievement of various milestones | 150,000 | ||||||
Equity investment | $ 20,000 | ||||||
Vactech [Member] | License Agreement [Member] | |||||||
Amount payable by the entity on achievement of various milestones | $ 24,500 | ||||||
Estimated fair value of shares | $ 1.70 | ||||||
Payments made on tiered single-digit royalties | $ 19,000 | ||||||
Vactech [Member] | License Agreement [Member] | Research and Development [Member] | |||||||
Warrants issued during period, fair value | 3,400 | ||||||
Vactech [Member] | License Agreement [Member] | First 18 Months [Member] | |||||||
Payments made for develpoment and manufacturing services | 500 | ||||||
Janssen Pharmaceutica NV [Member] | License, Development and Commercialization Agreement [Member] | |||||||
Payments made on tiered single-digit royalties | 100,000 | ||||||
Janssen Pharmaceutica NV [Member] | License, Development and Commercialization Agreement [Member] | First Indication [Member] | |||||||
Amount payable by the entity on achievement of various milestones | 35,000 | ||||||
Janssen Pharmaceutica NV [Member] | License, Development and Commercialization Agreement [Member] | Second Indication [Member] | |||||||
Amount payable by the entity on achievement of various milestones | $ 20,000 |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (12,582) | $ (10,972) |
Weighted average shares of common stock outstanding - basic and diluted | 47,699 | 37,362 |
Net loss per common share, basic and diluted | $ (0.26) | $ (0.29) |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stock Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 6,674,000 | 3,975,000 |
Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 2,125,000 | 4,588,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued research and development costs | $ 2,536 | $ 1,700 |
Accrued compensation | 427 | 54 |
Accrued professional fees | 220 | 221 |
Other accrued liabilities | 184 | 90 |
Total accrued expenses | $ 3,367 | $ 2,065 |
Fair Value of Assets and Liab_3
Fair Value of Assets and Liabilities - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Cash and Cash Equivalents [Member] | |||
Fair value of assets | [1] | $ 37,142 | $ 39,165 |
Investments in U.S. Treasury Securities [Member] | |||
Fair value of assets | [2] | 37,478 | 46,208 |
Investments in U.S. Government Agency Bonds [Member] | |||
Fair value of assets | 2,009 | ||
Quoted Prices in Active Markets for Identical Items (Level 1) [Member] | Cash and Cash Equivalents [Member] | |||
Fair value of assets | [1] | 37,142 | 39,165 |
Quoted Prices in Active Markets for Identical Items (Level 1) [Member] | Investments in U.S. Treasury Securities [Member] | |||
Fair value of assets | [2] | 37,478 | 46,208 |
Quoted Prices in Active Markets for Identical Items (Level 1) [Member] | Investments in U.S. Government Agency Bonds [Member] | |||
Fair value of assets | |||
Significant Other Observable Inputs (Level 2) [Member] | Cash and Cash Equivalents [Member] | |||
Fair value of assets | [1] | ||
Significant Other Observable Inputs (Level 2) [Member] | Investments in U.S. Treasury Securities [Member] | |||
Fair value of assets | [2] | ||
Significant Other Observable Inputs (Level 2) [Member] | Investments in U.S. Government Agency Bonds [Member] | |||
Fair value of assets | 2,009 | ||
Significant Unobservable Inputs (Level 3) [Member] | Cash and Cash Equivalents [Member] | |||
Fair value of assets | [1] | ||
Significant Unobservable Inputs (Level 3) [Member] | Investments in U.S. Treasury Securities [Member] | |||
Fair value of assets | [2] | ||
Significant Unobservable Inputs (Level 3) [Member] | Investments in U.S. Government Agency Bonds [Member] | |||
Fair value of assets | |||
[1] | Cash and cash equivalents primarily include investments in money market funds and U.S. Treasury securities with maturity dates within 90 days from the purchase date | ||
[2] | Investments in U.S. Treasury and U.S. Governmental Agency securities are classified as available for sale securities |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Jan. 02, 2020 | Dec. 31, 2019 | |
Number of options to purchase shares of common stock outstanding | 6,674,000 | 5,894,000 | |
Options exercisable term | 7 years 6 months | ||
Annual dividend percentage | 0.00% | ||
Stock Option [Member] | |||
Options exercisable term | |||
Weighted average grant-date fair value of options granted | $ 8.28 | ||
Stock Option One [Member] | |||
Number of options unvested | 1,737,000 | ||
Unrecognized compensation expense | $ 11,700 | ||
Stock Option Two [Member] | |||
Number of options unvested | 2,925,000 | ||
Unrecognized compensation expense | $ 12,800 | ||
Unrecognized compensation period for recognition | 3 years 3 months 19 days | ||
2017 Plan [Member] | |||
Number of options to purchase shares of common stock outstanding | 6,674,476 | ||
Options exercisable term | 10 years | ||
Number of options shares available for future grants | 3,102,154 | ||
Number of shares, description | The number of shares available for issuance under the 2017 Plan in an amount equal to (1) the difference between (x) 18% of the total shares of the Company's common stock outstanding, on a fully diluted basis, on December 31st of the preceding calendar year, and (y) the total number of shares of the Company's common stock reserved under the 2017 Plan on December 31st of such preceding calendar year or (2) an amount less than this calculated increase as determined by the board of directors. | ||
2017 Plan [Member] | Maximum [Member] | |||
Number of options shares available for future grants | 3,000,000 |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total stock-based compensation expense | $ 1,236 | $ 244 |
General and Administrative [Member] | ||
Total stock-based compensation expense | 713 | 144 |
Research and Development [Member] | ||
Total stock-based compensation expense | $ 523 | $ 100 |
Stock Options - Summary of Stoc
Stock Options - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Stock Options Underlying Shares, Outstanding beginning | shares | 5,894,000 |
Stock Options Underlying Shares, Granted | shares | 835,000 |
Stock Options Underlying Shares, Exercised | shares | (55,000) |
Stock Options Underlying Shares, Outstanding ending balance | shares | 6,674,000 |
Stock Options Underlying Shares, Exercisable | shares | 2,012,000 |
Weighted-Average Exercise Price, Outstanding beginning balance | $ / shares | $ 6.33 |
Weighted-Average Exercise Price, Granted | $ / shares | 12.80 |
Weighted-Average Exercise Price, Exercised | $ / shares | 3.57 |
Weighted-Average Exercise Price, Outstanding ending balance | $ / shares | 7.16 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 2.75 |
Weighted-Average Remaining Contractual Term, Outstanding Beginning | 8 years 6 months |
Weighted-Average Remaining Contractual Term, Outstanding Ending | 8 years 6 months |
Weighted-Average Remaining Contractual Term, Exercisable | 7 years 6 months |
Intrinsic Value, Outstanding Beginning | $ | |
Intrinsic Value, Outstanding Ending | $ | 25,531 |
Intrinsic Value, Exercisable | $ | $ 13,001 |
Stock Options - Schedule of Agg
Stock Options - Schedule of Aggregated Intrinsic Value of Stock Option Exercised (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Cash proceeds from options exercised | $ 194 | |
Aggregate intrinsic value of options exercised | $ 309 |
Stock Options - Schedule of Sha
Stock Options - Schedule of Share-based Compensation Valuation of Assumptions (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Exercise Price | $ 12.80 | $ 2.26 |
Expected volatility | 72.00% | 66.00% |
Expected dividends | 0.00% | 0.00% |
Expected term (in years) | 6 years 2 months 12 days | 6 years 7 months 6 days |
Risk-free interest rate | 1.31% | 2.41% |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jul. 31, 2018 | Mar. 31, 2020 | Jul. 19, 2018 | Apr. 30, 2017 |
MDB Capital Group, LLC [Member] | ||||
Warrant exercise price per share | $ 5 | |||
Series A Offering [Member] | ||||
Number of warrants issued to purchase common shares | 554,675 | |||
IPO [Member] | ||||
Warrants, outstanding | 1,569,893 | |||
IPO [Member] | MDB Capital Group, LLC [Member] | ||||
Number of warrants issued to purchase common shares | 1,596,956 | |||
Warrant exercise price per share | $ 5 | |||
Warrant term | 5 years | |||
Fair value of warrants for MDB | $ 1.90 | |||
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] | Placement Agent [Member] | ||||
Number of warrants issued to purchase common shares | 558,740 | |||
Warrant exercise price per share | $ 2.50 | |||
Warrant term | 7 years |
Warrants - Schedule of Fair Val
Warrants - Schedule of Fair Value of Warrants Issued (Details) - MDB Capital Group, LLC [Member] | Jul. 19, 2018Segment$ / shares |
Equity value upon issuance | $ 4 |
Exercise price | $ 5 |
Expected Volatility [Member] | |
Fair value assumptions measurement input percentage | 60 |
Expected Dividends [Member] | |
Fair value assumptions measurement input percentage | Segment | 0 |
Contractual Term (in Years) [Member] | |
Fair value assumptions measurement input term | 5 years |
Risk Free Interest Rate [Member] | |
Fair value assumptions measurement input percentage | 2.74 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ in Thousands | 1 Months Ended |
Apr. 30, 2020USD ($) | |
Subsequent Event [Member] | 2018 New Jersey [Member] | |
Proceeds from sale of net operating losses | $ 500 |