Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 08, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | XYNOMIC PHARMACEUTICALS HOLDINGS, INC. | |
Entity Central Index Key | 0001697805 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 46,273,846 | |
Entity File Number | 001-38120 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | D8 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 27,232 | $ 4,746,370 |
Prepaid expenses | 205,639 | 277,750 |
Total current assets | 232,871 | 5,024,120 |
Property and equipment, net | 276,515 | 280,730 |
Intangible assets, net | 1,204 | 1,937 |
Other non-current assets | 228,207 | 155,176 |
TOTAL ASSETS | 738,797 | 5,461,963 |
Current liabilities: | ||
Bank overdraft | 9,742 | 4,954 |
Accrued expenses and other current liabilities | 19,595,424 | 14,407,261 |
Promissory note - related party | 404,900 | |
Amount due to shareholders | 580,819 | 3,233,728 |
Total current liabilities | 20,590,885 | 17,645,943 |
Total liabilities | 20,590,885 | 17,645,943 |
Commitments and Contingencies | ||
Mezzanine equity: | ||
Total mezzanine equity | 7,910,748 | |
Shareholders' deficit: | ||
Preferred Stock (par value US$0.0001 per share as of December 31, 2018 and September 30, 2019; 50,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2018 and September 30, 2019 | ||
Common stock (par value US$0.0001 per share as of December 31, 2018 and September 30, 2019; 200,000,000 shares authorized, 8,165,377 and 46,273,846 shares issued and outstanding as of December 31, 2018 and September 30, 2019, respectively) | 4,627 | 817 |
Additional paid-in capital | 36,569,663 | 14,169,060 |
Accumulated other comprehensive income | 70,248 | 58,564 |
Accumulated deficit | (56,496,626) | (34,323,169) |
Total shareholders' deficit | (19,852,088) | (20,094,728) |
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' DEFICIT | 738,797 | 5,461,963 |
Angel Preferred Shares [Member] | ||
Mezzanine equity: | ||
Preferred Shares | 580,256 | |
Series A-1 Preferred Shares [Member] | ||
Mezzanine equity: | ||
Preferred Shares | 4,905,780 | |
Series B Preferred Shares [Member] | ||
Mezzanine equity: | ||
Preferred Shares | $ 2,424,712 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 46,273,846 | 8,165,377 |
Common stock, shares outstanding | 46,273,846 | 8,165,377 |
Angel Preferred Shares | ||
Preferred shares, par value | $ 0.0001 | |
Preferred shares, authorized | 0 | 23,435,379 |
Preferred shares, issued | 0 | 23,435,379 |
Preferred shares,outstanding | 0 | 23,435,379 |
Preferred equity, redemption value | $ 580,256 | |
Preferred equity, liquidation value | $ 811,332 | |
Series A Preferred Shares | ||
Preferred shares, par value | $ 0.0001 | |
Preferred shares, authorized | 0 | 12,147,500 |
Preferred shares, issued | 0 | 12,147,500 |
Preferred shares,outstanding | 0 | 12,147,500 |
Preferred equity, redemption value | $ 4,905,780 | |
Preferred equity, liquidation value | $ 6,964,223 | |
Series B Preferred Shares | ||
Preferred shares, par value | $ 0.0001 | |
Preferred shares, authorized | 0 | 5,281,101 |
Preferred shares, issued | 0 | 5,281,101 |
Preferred shares,outstanding | 0 | 5,281,101 |
Preferred equity, redemption value | $ 2,424,712 | |
Preferred equity, liquidation value | $ 24,335,989 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements Of Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating expenses: | ||||
Research and development | $ 3,831,540 | $ 1,682,358 | $ 10,723,649 | $ 6,022,564 |
General and administrative | 1,128,117 | 608,264 | 11,351,097 | 1,457,025 |
General and administrative to related parties | 120,125 | 48,408 | 266,816 | |
Total operating expenses | 4,959,657 | 2,410,747 | 22,123,154 | 7,746,405 |
Loss from operations | (4,959,657) | (2,410,747) | (22,123,154) | (7,746,405) |
Investment income | 8,635 | 16,813 | ||
Interest income | 39 | 6 | 39 | 95 |
Interest expenses to a related party | (17,531) | (9,767) | (50,342) | (9,767) |
Net loss | (4,977,149) | (2,411,873) | (22,173,457) | (7,739,264) |
Accretion to preferred share redemption value | (899,808) | (1,697,978) | (1,097,416) | |
Net loss attributable to ordinary shareholders | (4,977,149) | (3,311,681) | (23,871,435) | (8,836,680) |
Other comprehensive income/(loss): | ||||
Foreign currency translation adjustment, net of nil income taxes | (7,365) | 42,687 | 11,684 | 42,687 |
Unrealized gain on available for sale securities, net of nil income taxes | 16,813 | 16,813 | ||
Less: reclassification adjustment for gain on available for sale securities realized in net income, net of nil income taxes | (16,813) | (16,813) | ||
Total other comprehensive loss/(income) | (7,365) | 42,687 | 11,684 | 42,687 |
Comprehensive loss attributable to ordinary shareholders | $ (4,984,514) | $ (3,268,994) | $ (23,859,751) | $ (8,793,993) |
Weighted average ordinary shares outstanding - basic and diluted | (46,273,846) | (42,860,772) | (44,598,564) | (42,860,772) |
Loss per share - basic and diluted | $ (0.11) | $ (0.08) | $ (0.54) | $ (0.21) |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Changes In Shareholders' Deficit - USD ($) | Ordinary | Additional paid-in capital | Accumulated other comprehensive income | Accumulated deficit | Total |
Balance at Dec. 31, 2017 | $ 817 | $ 145 | $ (5,735,545) | $ (5,734,583) | |
Balance, shares at Dec. 31, 2017 | 8,165,377 | ||||
Redeemable convertible preferred shares redemption value accretion | (197,608) | (197,608) | |||
Unrealized holding gains on available-for-sale security, net of nil income taxes | 8,178 | 8,178 | |||
Reclassification adjustment for gains on available-for-sale securities realized in net income, net of nil income taxes | (8,178) | (8,178) | |||
Net loss | (5,327,391) | (5,327,391) | |||
Balance at Jun. 30, 2018 | $ 817 | (197,463) | (11,062,936) | (11,259,582) | |
Balance, shares at Jun. 30, 2018 | 8,165,377 | ||||
Balance at Dec. 31, 2017 | $ 817 | 145 | (5,735,545) | (5,734,583) | |
Balance, shares at Dec. 31, 2017 | 8,165,377 | ||||
Share-based compensation | |||||
Net loss | (7,739,264) | ||||
Balance at Sep. 30, 2018 | $ 817 | 15,902,729 | 42,687 | (13,474,809) | 2,471,424 |
Balance, shares at Sep. 30, 2018 | 8,165,377 | ||||
Balance at Jun. 30, 2018 | $ 817 | (197,463) | (11,062,936) | (11,259,582) | |
Balance, shares at Jun. 30, 2018 | 8,165,377 | ||||
Beneficial conversion feature of Series B Preferred Shares | 17,000,000 | 17,000,000 | |||
Redeemable convertible preferred shares redemption value accretion | (899,808) | (899,808) | |||
Unrealized holding gains on available-for-sale security, net of nil income taxes | 8,635 | 8,635 | |||
Reclassification adjustment for gains on available-for-sale securities realized in net income, net of nil income taxes | (8,635) | (8,635) | |||
Foreign currency translation adjustment, net of nil income taxes | 42,687 | 42,687 | |||
Net loss | (2,411,873) | (2,411,873) | |||
Balance at Sep. 30, 2018 | $ 817 | 15,902,729 | 42,687 | (13,474,809) | 2,471,424 |
Balance, shares at Sep. 30, 2018 | 8,165,377 | ||||
Balance at Dec. 31, 2018 | $ 817 | 14,169,060 | 58,564 | (34,323,169) | (20,094,728) |
Balance, shares at Dec. 31, 2018 | 8,165,377 | ||||
Redeemable convertible preferred shares redemption value accretion | (1,697,978) | (1,697,978) | |||
Issuance of backstop common shares | $ 76 | 7,672,035 | 7,672,111 | ||
Issuance of backstop common shares, shares | 755,873 | ||||
Conversion of promissory notes and Rights to common shares | $ 5 | 499,995 | 500,000 | ||
Conversion of promissory notes and Rights to common shares, shares | 55,000 | ||||
Conversion of Rights to common shares | $ 64 | (64) | |||
Conversion of Rights to common shares, shares | 646,955 | ||||
Conversion of Preferred Shares to common shares | $ 3,469 | 9,605,257 | 9,608,726 | ||
Conversion of Preferred Shares to common shares, shares | 34,695,395 | ||||
Combination with Xynomic Pharmaceuticals, Inc. | $ 196 | (1,499,359) | (1,499,163) | ||
Combination with Xynomic Pharmaceuticals, Inc. shares | 1,955,246 | ||||
Share-based compensation | 7,652,965 | 7,652,965 | |||
Foreign currency translation adjustment, net of nil income taxes | 19,049 | 19,049 | |||
Net loss | (17,196,308) | (17,196,308) | |||
Balance at Jun. 30, 2019 | $ 4,627 | 36,401,911 | 77,613 | (51,519,477) | (15,035,326) |
Balance, shares at Jun. 30, 2019 | 46,273,846 | ||||
Balance at Dec. 31, 2018 | $ 817 | 14,169,060 | 58,564 | (34,323,169) | $ (20,094,728) |
Balance, shares at Dec. 31, 2018 | 8,165,377 | ||||
Conversion of Preferred Shares to common shares, shares | 34,695,395 | 8,165,377 | |||
Share-based compensation | $ 7,820,717 | ||||
Net loss | (22,173,457) | ||||
Balance at Sep. 30, 2019 | $ 4,627 | 36,569,663 | 70,248 | (56,496,626) | (19,852,088) |
Balance, shares at Sep. 30, 2019 | 46,273,846 | ||||
Balance at Jun. 30, 2019 | $ 4,627 | 36,401,911 | 77,613 | (51,519,477) | (15,035,326) |
Balance, shares at Jun. 30, 2019 | 46,273,846 | ||||
Share-based compensation | 167,752 | 167,752 | |||
Foreign currency translation adjustment, net of nil income taxes | (7,365) | (7,365) | |||
Net loss | (4,977,149) | (4,977,149) | |||
Balance at Sep. 30, 2019 | $ 4,627 | $ 36,569,663 | $ 70,248 | $ (56,496,626) | $ (19,852,088) |
Balance, shares at Sep. 30, 2019 | 46,273,846 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (22,173,457) | $ (7,739,264) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 7,820,717 | |
Investment income | (16,813) | |
Amortization | 731 | 306 |
Depreciation | 74,032 | 111 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 60,211 | (388,523) |
Prepaid expenses to a shareholder | 116,244 | |
Other non-current assets | (78,232) | |
Accrued expenses and other payables | 5,160,728 | 1,318,710 |
Amount due to shareholders | (31,267) | 44,567 |
Net cash used in operating activities | (9,166,537) | (6,664,662) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of short-term investments | (4,447,904) | |
Sale of short-term investments | 4,496,052 | |
Purchase of property and equipment | (33,765) | (2,443) |
Prepayments of other non-current assets | (87,550) | |
Cash withdrawn from Trust Account | 63,310,884 | |
Net cash (used in)/provided by investing activities | 63,277,119 | (41,845) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Bank overdraft | 4,788 | (30,084) |
Proceeds from advance from a Series B shareholder | 1,425,959 | |
Repayment of advance from a Series B shareholder | (738,312) | (262,743) |
Proceeds from issuance of convertible notes | 2,500,000 | |
Proceeds from issuance of Series B Preferred Shares | 14,500,000 | |
Proceeds from promissory note - related party | 444,900 | |
Proceeds from short-term loan | 906,810 | |
Repayment of short-term loan | (877,450) | |
Proceeds from issuance of backstop ordinary shares | 4,971,358 | |
Redemption of ordinary shares | (64,070,650) | |
Advance from a shareholder | 565,704 | 604,710 |
Net cash provided by/(used in) financing activities | (58,822,212) | 18,767,202 |
Effect of foreign exchange rate changes on cash | (7,508) | (51,241) |
NET INCREASE/(DECREASE) IN CASH | (4,719,138) | 12,009,454 |
CASH, BEGINNING OF THE PERIOD | 4,746,370 | 100,344 |
CASH, END OF THE PERIOD | 27,232 | 12,109,798 |
SUPPLEMENTAL INFORMATION | ||
Interest paid | ||
Income tax paid | ||
NON-CASH INVESTMENT AND FINANCING ACTIVITIES | ||
Acquisition of property and equipment included in accrued expenses and other liabilities | $ 33,197 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Xynomic Pharmaceuticals Holdings, Inc. (formerly known as Bison Capital Acquisition Corp., the "Company") was incorporated in the British Virgin Islands on October 7, 2016. The Company was formed as a blank check company for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (a "Business Combination"). All activities through May 14, 2019 relate to the Company's formation, its initial public offering of 6,037,500 units (the "Initial Public Offering"), the simultaneous sale of 432,062 units (the "Private Units") in a private placement to the Company's sponsor, Bison Capital Holding Company Limited ("Bison Capital") and EarlyBirdCapital, Inc. ("EarlyBirdCapital") and their designees, identifying a target company for a Business Combination. and activities in connection with the proposed acquisition of Xynomic Pharmaceuticals, Inc., a Delaware corporation ("Xynomic Pharma"). On March 3, 2019, the Company received a commitment from Xynomic Pharma that it has agreed to contribute to the Company as a loan $0.02 per month for each public share that is not redeemed by the Company's shareholders (the "Contribution") in connection with the approval of an amendment to the Company's charter to extend the date by which the Company must consummate a Business Contribution from March 23, 2019 to June 24, 2019 or such earlier date as determined by the board of directors of the Company. The amount of the Contribution will not bear interest and will be repayable by the Company to Xynomic Pharma upon consummation of a Business Combination. Xynomic Pharma had the sole discretion whether to continue extending for additional calendar months until the Combination Period and if Xynomic Pharma determines not to continue extending for additional calendar months, its obligation to make Contributions following such determination will terminate. In May 2019, $16,062 was loaned to the Company and deposited into the Trust Account, which amount is equal to $0.02 for each of the 803,080 shares that were not redeemed. On May 15, 2019 (the "Effective Time"), pursuant to an agreement and plan of merger dated September 12, 2018 (as amended, the "Merger Agreement") among the Company, Xynomic Pharma, Bison Capital Merger Sub Inc., a Delaware corporation ("Merger Sub") and Yinglin Mark Xu, solely in his capacity as the stockholder representative thereunder, each share of Xynomic Pharma's ordinary shares and preferred shares issued and outstanding prior to the Effective Time was automatically converted into the right to receive, on a pro rata basis, the Closing Consideration Shares (as defined in the Merger Agreement) and the Earnout Shares (as defined in the Merger Agreement), and each option to purchase Xynomic Pharma's ordinary shares that was outstanding immediately prior to the Effective Time was assumed by the Company and automatically converted into an option to purchase shares of common stock of the Company. In addition to the Closing Consideration Shares, Xynomic Pharma stockholders received an additional 9,852,216 shares of common stock in aggregate (the "Earnout Shares" and, together with the Closing Consideration Shares, the "Merger Consideration Shares", such transaction is referred as the "Merger"). As a result, the Company issued 42,860,772 common shares in aggregate as Merger Consideration Shares to shareholders of Xynomic Pharma immediately prior to the Effective Time (the "Sellers"). Pursuant to the Merger Agreement, 1,285,822 shares were deposited into an escrow account (the "Escrow Account") to serve as security for, and the exclusive source of payment of, the Company's indemnity rights under the Merger Agreement and any excess of the estimated Closing Merger Consideration over the final Closing Merger Consideration amount determined post-Closing. Following the Merger, the Xynomic Pharma became a wholly-owned subsidiary of the Company. Xynomic Pharma was incorporated in the United States on August 24, 2016. Xynomic Pharma and its subsidiaries are primarily engaged in in-licensing, developing and commercializing oncology drug candidates in the People's Republic of China ("PRC"), the United States, and rest of the world. As of the Effective Time, Xynomic Pharma's subsidiaries are as following: Subsidiaries Date of incorporation Place of incorporation Percentage of economic ownership Xynomic Pharmaceuticals (Nanjing) Co., Ltd. November 20, 2017 PRC 100 % Xynomic Pharmaceuticals (Shanghai) Co., Ltd. July 31, 2018 PRC 100 % Xynomic Pharmaceuticals (Zhongshan) Co., Ltd. May 15, 2018 PRC 100 % The Merger was accounted for as a "reverse acquisition" since, immediately following the consummation of the Merger (the "Closing"), the Sellers effectively controlled the post-combination Company. For accounting purposes, Xynomic Pharma was deemed to be the accounting acquirer in the Merger and, consequently, the Merger is treated as a recapitalization of Xynomic Pharma (i.e., a capital transaction involving the issuance of shares by the Company for the shares of Xynomic Pharma). Accordingly, the consolidated assets, liabilities and results of operations of Xynomic Pharma became the historical financial statements of the Company and its subsidiaries, and the Company's assets, liabilities and results of operations were consolidated with Xynomic Pharma beginning at the Closing. No step-up in basis or intangible assets or goodwill were recorded in the Merger. On May 14, 2019, prior to the Closing, the Company continued out of the British Virgin Islands and domesticated as a Delaware corporation (the "Domestication"). As a result, the Company is no longer a company incorporated in the British Virgin Islands. At the Closing, pursuant to the Backstop Agreement dated May 1, 2019 entered into by and between the Company and Yinglin Mark Xu, Yinglin Mark Xu, together with his assignee Bison Capital Holding Company Limited, purchased from the Company 755,873 shares of common stock at a price of $10.15 per share for a total consideration of $7,672,111 (the "Backstop Shares" and "Backstop Subscription"). As a result of Backstop Subscription, the Company had at least $7,500,001 of net tangible assets remaining at the Closing after giving effect to the redemption of any Ordinary Shares by the public shareholders in connection with the Merger. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the United States Securities and Exchange Commission ("SEC"). The condensed consolidated balance sheet as of December 31, 2018 was derived from the audited consolidated financial statements of Xynomic Pharma. and its subsidiaries. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated balance sheet of the Company and Xynomic Pharma as of December 31, 2018, and the related consolidated statements of comprehensive loss, changes in equity and cash flows for the year then ended, included in the Company's current report on Form 8-K filed with the SEC on May 15, 2019. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of September 30, 2019, the results of operations for the three and nine months ended September 30, 2018 and 2019 and cash flows for the nine months ended September 30, 2018 and 2019, have been made. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Significant accounting estimates include, but not limited to the fair value of the ordinary shares to determine the existence of beneficial conversion feature of the redeemable convertible preferred shares, the fair value of share-based compensation awards, depreciable lives of property and equipment, the recoverability of the carrying amounts of property and equipment and the recoverability of deferred income tax assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited condensed consolidated financial statements. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation Going Concern The Company and its subsidiaries Xynomic Pharma, Xynomic Nanjing, Xynomic Shanghai and Xynomic Zhongshan (the "Group") have not generated any revenues from product sales. Substantial additional financing will be required by the Group to continue to fund its research and development activities. No assurance can be given that any such financing will be available when needed or that the Group's research and development efforts will be successful. The Group's ability to fund operations is based on its ability to attract investors and its ability to borrow funds on reasonable economic terms. Historically, the Group has relied principally on equity financing and shareholder's borrowings to fund its operations and business development. The Group's ability to continue as a going concern is dependent on management's ability to successfully execute its business plan, which includes generating revenues after drug marketing, controlling operating expenses, as well as, continuing to obtain additional equity financing. On April 3, 2018, Xynomic Pharma issued convertible notes to Northern Light Venture Capital V, Ltd., and Bo Tan and received proceeds of US$2,500,000, which were converted into 776,633 Series B Preferred Shares in August 2018. Further in August 2018, Xynomic Pharma raised US$17 million by issuance of 5,281,101 Series B Preferred Shares to certain investors, including the conversion of convertible notes of US$2.5 million. At the Closing of the Merger, 755,873 shares of Backstop Shares were issued for a total consideration of $7,672,111. On May 15, 2019, the Company received written notice from the staff of the NASDAQ Stock Market LLC ("Nasdaq") indicating that the Staff had determined to delist its securities from NASDAQ based upon the non-compliance with the requirement of a minimum of 300 round lot holders of and 400 round lot holders of purchase warrants and the requirement of the minimum US$5 million in stockholders' equity. The Company requested a hearing before the Nasdaq Hearings Panel (the "Panel"), and such request stayed any suspension or delisting action by Nasdaq pending the completion of the hearing process and the expiration of any extension period that may be granted to the Company by the Panel. On July 15, 2019, the Company was notified in writing by the Panel at Nasdaq that they denied the Company's request for continued listing on Nasdaq based upon the Company's non-compliance with Nasdaq Listing Rules 5505(a)(3) and 5515(a)(4). As a result, Nasdaq suspended trading in the Company's securities effective at the open of business on Wednesday, July 17, 2019; and the Company's shares subsequently commenced trading on the over-the-counter markets. The Company still intends to continue with its compliance plan with the Nasdaq listing requirements and is diligently pursuing courses of action designed to remedy our noncompliance with Nasdaq's initial listing requirements as set forth above. There can be no assurance, however, that the Company will be able to regain compliance with the mainboard listing requirements. The Group currently does not have any commitments to obtain additional funds except a private placement that it is contemplating and a potential public offering pursuant to a registration statement on Form S-1, as amended, initially filed on July 11, 2019; and may be unable to obtain sufficient funding in the future on acceptable terms, if at all. If the Group cannot obtain the necessary funding, it will need to delay, scale back or eliminate some or all of its research and development programs to: commercialize potential products or technologies that it might otherwise seek to develop or commercialize independently; consider other various strategic alternatives, including another merger or sale of the Group; or cease operations. If the Group engages in collaborations, it may receive lower consideration upon commercialization of such products than if it had not entered into such arrangements or if it entered into such arrangements at later stages in the product development process. The Group has prepared its financial statements assuming that it will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The Group has incurred recurring losses from operations since inception. The Group incurred a net loss of US$4,977,149 and US$22,173,457 for the three and nine months ended September 30, 2019, respectively. Further, as of September 30, 2019, the Group had net current liabilities (current assets less current liabilities) of US$20,358,014 and accumulated deficit of US$56,496,626. The Group's ability to continue as a going concern is dependent on its ability to raise capital to fund its current research and development activities and future business plans. Additionally, volatility in the capital markets and general economic conditions in the United States may be a significant obstacle to raising the required funds. These factors raise substantial doubt about its ability to continue as a going concern within twelve months from the date these financial statements are issued. The financial statements included herein do not include any adjustments that might be necessary should the Group be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used. Operations of the Group are subject to certain risks and uncertainties including various internal and external factors that will affect whether and when the Group's product candidates become approved drugs and how significant their market share will be, some of which are outside of the Group's control. The length of time and cost of developing and commercializing these product candidates and/or failure of them at any stage of the drug approval process will materially affect the Group's financial condition and future operations. (b) Share-based Compensation The Company granted share options to its selected employees and non-employee consultants. Share-based awards granted to employees with service conditions attached are measured at the grant date fair value and are recognized as an expense using graded vesting method over the requisite service period, which is generally the vesting period. The forfeitures are accounted when they occur. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07"). The new guidance largely aligns the accounting for share-based awards issued to employees and nonemployees. Existing guidance for employee awards will apply to non-employee share-based transactions with limited exceptions. The Company adopted this guidance on January 1, 2019. Share-based awards granted to non-employees are measured at the grant date fair value. When no future services are required to be performed by the non-employee in exchange for an award of equity instruments, the cost of the award is expensed on the grant date. Option-pricing models are adopted to measure the value of awards at each grant date. The determination of fair value is affected by the share price as well as assumptions relating to a number of complex and subjective variables, including but not limited to the expected share price volatility, actual and projected employee and non-employee share option exercise behavior, risk-free interest rates and expected dividends. The use of the option-pricing model requires extensive actual employee and non-employee exercise behavior data for the relative probability estimation purpose, and a number of complex assumptions. (c) Concentration and risk Concentration of suppliers The following suppliers for the Group's research and development activities accounted for 10% or more of research and development expenses for the three and nine months ended September 30, 2018 and 2019: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2018 2019 2018 2019 US$ % US$ % US$ % US$ % Supplier A * * 1,601,288 42 % * * 2,959,648 28 % Supplier B * * * * 2,767,441 46 % 1,431,987 13 % Supplier C * * 628,559 16 % * * 1,854,128 17 % Supplier D 1,205,041 72 % 941,154 25 % 1,680,041 28 % * * * Represents less than 10% of research and development expenses for the three or nine months ended September 30, 2018 and 2019. (d) Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's condensed consolidated financial statements. |
Cash
Cash | 9 Months Ended |
Sep. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
CASH | 3. CASH The Company's cash is deposited in financial institutions at below locations: December 31, September 30, Financial institutions in the mainland of the PRC —Denominated in RMB $ 523 $ 6,196 Financial institutions in the United States —Denominated in USD $ 4,745,847 $ 21,036 Total cash balances held at financial institutions $ 4,746,370 $ 27,232 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 4. INCOME TAXES The effective income tax rates for the three and nine months ended September 30, 2018 and 2019 were 0% and 0%, respectively. The effective income tax rate for the three and nine months ended September 30, 2018 and 2019 differs from the U.S. Federal statutory corporate income tax rate of 21% is primarily due to the increase in valuation allowance. |
Prepaid Expenses
Prepaid Expenses | 9 Months Ended |
Sep. 30, 2019 | |
Prepaid Expenses [Abstract] | |
PREPAID EXPENSES | 5. PREPAID EXPENSES Prepaid expenses consist of the following: December 31, September 30, Prepaid research and development expenses $ 207,988 $ 143,374 Prepaid rental expenses 66,371 46,174 Prepaid health insurance - 5,105 Others 3,391 10,986 Total prepaid expenses $ 277,750 $ 205,639 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 6. PROPERTY AND EQUIPMENT, NET December 31, September 30, Leasehold improvement $ 276,839 $ 278,500 Lab equipment - 55,322 Electronic equipment 4,379 14,358 Property and equipment 281,218 348,180 Less: accumulated depreciation (488 ) (71,665 ) Property and equipment, net $ 280,730 $ 276,515 The depreciation expense for property and equipment was $111 and US$19,439 for the three months ended September 30, 2018 and 2019, respectively. The depreciation expense for property and equipment was $111 and US$74,032 for the nine months ended September 30, 2018 and 2019, respectively. |
Other Non-Current Assets
Other Non-Current Assets | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER NON-CURRENT ASSETS | 7. OTHER NON-CURRENT ASSETS Other non-current assets consist of the following: December 31, September 30, VAT input tax $ 52,762 $ 109,338 Prepaid insurance 93,075 98,502 Prepayment for equipment - 11,945 Deposits 9,339 8,422 Total other non-current assets $ 155,176 $ 228,207 |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: December 31, September 30, Research and development expense-Contract Research Organizations $ 10,304,750 $ 13,190,896 Research and development expense-Contract Manufacture Organizations 1,874,956 3,664,647 License fee payable 1,000,000 1,000,000 Professional fee 824,360 1,130,616 Payroll and social insurance 147,692 144,065 Payables for equipment - 28,587 Payable for leasehold improvement 110,736 101,822 Short-term debt - 49,467 Others 144,767 285,324 Total accrued expenses and other current liabilities $ 14,407,261 $ 19,595,424 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Shares | 9 Months Ended |
Sep. 30, 2019 | |
Redeemable Convertible Preferred Shares [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED SHARES | 9. REDEEMABLE CONVERTIBLE PREFERRED SHARES Redeemable convertible preferred shares were issued by Xynomic Pharma before the Closing and consist of the following: Angel Preferred Shares Series A-1 Preferred Shares Series B Preferred Shares Balance as of December 31, 2018 $ 580,256 $ 4,905,780 $ 2,424,712 Redemption value accretion 11,117 93,984 1,592,877 Conversion to common shares (591,373 ) (4,999,764 ) (4,017,589 ) Balance as of September 30, 2019 $ - $ - $ - At the Closing, all of the outstanding redeemable convertible preferred shares were converted into 34,695,395 common shares of the Company. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | 10. SHAREHOLDERS' EQUITY Preferred Shares C ommon Stock At December 31, 2018, the Company was a blank check company incorporated in the British Virgin Islands and there were 7,978,937 ordinary shares issued and outstanding, among which, 6,037,500 ordinary shares are subject to redemption. From January 1, 2019 to the Closing of the Business Combination, the Company's shareholders holding 6,023,689 public shares exercised their right to redeem such public shares for a pro rata portion of the Trust Account. The Company paid cash in the aggregate amount of $64,070,650, or approximately $10.54 per share, to redeeming shareholders. On May 14, 2019, prior to the Closing, the Company continued out of the British Virgin Islands and domesticated as a Delaware corporation. As a result, the Company is no longer a company incorporated in the British Virgin Islands, and the ordinary shares converted into common stocks with $0.0001 par value per share. As a result, right before the Closing, the Company had 1,955,246 shares of common stock issued and outstanding, and immediately following the Closing, the Rights that were issued in the Company's Initial Public Offering and Private Placement automatically converted into 646,955 common shares of the Company. At the Closing, the Company issued 8,165,377 common shares to holders of Xynomic Pharma's ordinary shares and 34,695,395 common shares to holders of Xynomic Pharma's convertible preferred shares as the Merger Consideration Shares. At the same time, the Company issued 755,873 common shares as the Backstop Shares to Yinglin Mark XU and Bison Capital for $7,672,111 considerations, which consisted of $4,971,358 cash consideration from Mark Yinglin XU, conversion of $2,560,753 loans Mark Yinglin XU made to Xynomic Pharma, and conversion of $140,000 loans Bison Capital made to the company. At the Closing, Bison Capital converted the promissory notes of $500,000 into 50,000 common shares of the Company, and the Right attached to the notes into 5,000 common shares of the Company. As of September 30, 2019, there were 46,273,846 shares of common stock issued and outstanding. Warrants The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except the Private Warrants are exercisable for cash (even if a registration statement covering the ordinary shares issuable upon exercise of such Private Warrants is not effective) or on a cashless basis, at the holder's option, and are not be redeemable by the Company, in each case so long as they are still held by the Initial Shareholders or their affiliates. The Company may call the warrants for redemption (excluding the Private Warrants, but including any outstanding warrants issued upon exercise of the unit purchase option issued to EarlyBirdCapital), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days' prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $24.00 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. No warrant was exercised since issuance and there was 3,259,779 warrants outstanding as of September 30, 2019. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | 11. LOSS PER SHARE Basic and diluted net loss per share for each of the periods presented are calculated as follow: Three Months Ended Nine Months Ended September 30, September 30, 2018 2019 2018 2019 Numerator: Net loss attributable to ordinary shareholders $ (3,311,681 ) $ (4,977,149 ) $ (8,836,680 ) $ (23,871,435 ) Denominator: Weighted average number of ordinary shares-basic and diluted 42,860,772 46,273,846 42,860,772 44,598,564 Net loss per share-basic and diluted $ (0.08 ) $ (0.11 ) $ (0.21 ) $ (0.54 ) When the dividends to preferred shares are not fully paid, the ordinary shares holders shall not participate in undistributed earnings. If all dividends to preferred shares holders are fully paid, the holders of the preferred shares and the holders of the ordinary shares participate in undistributed earnings on a pro rata basis, as if the preferred shares had been converted into ordinary shares. As a result of the Group's net loss for the three and nine months ended September 30, 2018 and 2019, preferred shares and options outstanding in the respective periods were excluded from the calculation of diluted loss per share as their inclusion would have been anti-dilutive. |
Licenses Arrangement
Licenses Arrangement | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
LICENSES ARRANGEMENT | 12. LICENSES ARRANGEMENT License agreement with Pharmacyclics LLC ("Pharmacyclics") In February 2017, the Group entered into a license agreement with Pharmacyclics, under which the Group obtained an exclusive and worldwide license or sublicense under certain patents and know-how of Pharmacyclics to develop, manufacture and commercialize Pharmacyclics's HDAC inhibitor, also known as Abexinostat, for all human and non-human diagnostic, prophylactic, and therapeutic uses. Under the terms of the agreement, the Group made upfront payments of US$3.5 million in 2017 and 1st milestone payment of US$3.5 million in 2018 to Pharmacyclics which were recorded as research and development expenses in 2017 and 2018, respectively. In addition, the Group is obligated to pay the following development and regulatory milestone payments: 1) 2nd milestone payment of US$6,500,000 upon regulatory approval for the first indication for a licensed product in China or in the United States; 2) 3rd milestone payment of US$4,000,000 upon regulatory approval for the second indication for a licensed product in China or in the United States. In addition, the Group will pay to Pharmacyclics royalties at a flat high-teen percentage rate on the net sales of the licensed products. The Group shall have no obligation to pay any royalty with respect to net sales of any licensed product in any country or other jurisdiction after the royalty term for such licensed product in such country or other jurisdiction has expired. The license agreement with Pharmacyclics will remain in effect until the expiration of the royalty term and may be early terminated by either party for the other party's uncured material breach, bankruptcy, insolvency, or similar event. Pharmacyclics has the right to terminate the agreement if the Group challenge Pharmacyclics' patents or fails its diligent obligations to develop or commercialize the licensed product pursuant to the license agreement with Pharmacyclics. In addition, the Group may terminate this agreement for convenience with advance written notice to Pharmacyclics. In the event this license agreement is terminated for any reason other than Pharmacyclics' material breach, the Group will be responsible for continuing, at its cost for up to six months, to conduct clinical studies it conducts at the termination and transfer the control of the clinical studies to Pharmacyclics. If such transfer is expressly prohibited by a regulatory authority, the Group will continue to conduct such clinical studies to completion, at the Group's cost. Patent assignment and licensing agreement with Boehringer Ingelheim International GMBH ("BII") (XP-102) In August 2017, the Group entered into a Patent assignment and licensing agreement with BII, under which the Group accepts the assignment and transfer of the patents and know-how of BII to exclusively develop, manufacture and commercialize BII's Pan-RAF Inhibitor BI 882370, also known as Dabrafenib, for the diagnosis, prevention or treatment of any and all diseases or conditions in humans or animals. BII retains the exclusive right to use the licensed compound to conduct internal preclinical research. Under the terms of the agreement, the Group made upfront payments to BII totaling US$0.3 million which was recorded as a research and development expense in 2017. In addition, the Group is obligated to pay the following development and regulatory milestone payments: 1) 1st milestone payment of US$ 1,700,000 upon first dosing of a patient in Phase I Clinical Trial in the US or China; 2) 2nd milestone payment of US$ 4,000,000 upon first dosing of a patient in a pivotal Phase III Clinical Trial in the first indication in the US or China; 3) 3rd milestone payment of US$2,000,000 upon first dosing of a patient in a pivotal Phase III Clinical Trial in a second indication in the US or China; 4) 4th milestone payment of US$ 7,000,000 upon the grant of the first marketing authorization of the first indication in the US; 5) 5th milestone payment of US$3,000,000 upon the grant of the first marketing authorization of the first indication in China. In addition, the Group will pay royalties at a certain percentage of the net sales. The royalty term commences from the first commercial sale of such licensed product in such country until the later of (i) the date on which such licensed product is no longer covered by a valid claim of the assigned patents and assigned invention, (ii) the expiration of regulatory exclusivity of the licensed product in such country, or (iii) the tenth anniversary of the first launch of the respective licensed product in the country, provided the licensed know-how is still proprietary, or such licensed know-how is no longer proprietary owing to a breach of its confidentiality obligations. The Group has the right to terminate this agreement by providing BII with written notice. License agreement with BII (XP-105) In December 2018, Xynomic entered into a license agreement with BII for the worldwide exclusive rights to develop and commercialize XP-105 (also known as BI 860585) for all human and non-human diagnostic, prophylactic, and therapeutic uses. Under the terms of the agreement, as of September 30, 2019 the Group was obligated to make upfront payments to BII totaling US$1 million which was recorded as a research and development expense for the year ended December 31, 2018 and was included in accrued expenses and other current liabilities as of December 31, 2018 and September 30, 2019. In addition, the Group is obligated to pay the following development and regulatory milestone payments: 1) 1st milestone payment of US$7,000,000 upon first dosing of a patient in Phase II or Phase III Clinical Trial in the first indication either of which is intended to be a pivotal trial; 2) 2nd milestone payment of US$10,000,000 upon the grant of the first Marketing Authorization of the first indication. In addition, the Group will pay royalties at a certain percentage of the net sales. The royalty term commences from the first commercial sale of such licensed product in such country until the later of (i) the date on which such licensed product is no longer covered by a valid claim of the licensed patents, (ii) the expiration of regulatory exclusivity of the licensed product in such country, or (iii) the tenth anniversary of the first launch of the respective licensed product in the country in the indication, provided the licensed know-how is still proprietary, or such licensed know-how is no longer proprietary owing to a breach of its confidentiality obligations. The Group has the right to terminate this agreement by providing BII with written notice. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES (a) Lease commitments The Group entered into non-cancelable operating leases, primarily for office space, for initial terms of 12 to 36 months. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease. Future minimum lease payments under non-cancelable operating leases with remaining lease terms in excess of one year as of September 30, 2019 are: Minimum Year ending September 30, 2019, 2020 $ 246,282 2021 216,257 2022 79,322 $ 541,861 Rental expenses for operating leases for the three months ended September 30, 2018 and 2019 were US$34,639 and US$75,909, respectively. Rental expenses for operating leases for the nine months ended September 30, 2018 and 2019 were US$74,914 and US$222,507, respectively. (b) Registration Rights Upon the Closing, the Company entered into an amended and restated registration rights agreement with certain existing investors of Bison (including its sponsor), Mark Yinglin Xu (together with his assignee, the "Backstop Investor") and the Sellers. Pursuant to this registration rights agreement, the Company has agreed to register for resale under the Securities Act of 1993, as amended (1) all or any portion of the 1,509,375 shares of common stock of Bison issued to certain existing investors (the "Founder Shares"), (2) 432,063 private units issued by Bison to certain existing investors in conjunction with the consummation of its initial public offering (the "Private Units"), (3) any private units which may be issued by Bison in payment of working capital loans made to Bison (the "Working Capital Units", together with Founder Shares, Private Units, the "Existing Registrable Securities"), (4) the Backstop Shares, and (5) the Merger Consideration Share (the "Newly Issued Shares"). The Backstop Shares, Newly issued Shares and the Existing Registrable Securities and any securities of Bison issued as a dividend or distribution with respect thereto or in exchange therefor are referred as the "Registrable Securities". At any time and from time to time on or after (i) the one month anniversary of the Closing with respect to the Private Units or Working Capital Units, (ii) three months prior to the release of the Founder Shares under the terms of a certain escrow agreement; (iii) the Closing Date with respect to the Backstop Shares, or (iv) nine months after the Closing with respect to the Newly Issued Shares, the holders of a majority of (i) all of the Existing Registrable Securities, (ii) all of the Backstop Shares, or (iii) all of the Newly Issued Shares, calculated on an as-converted basis, may make a written demand for registration under the Securities Act of all or part of their Registrable Securities, and other holders of the Registrable Securities will be entitled to join in such demand registration, provided that the Company shall not be obliged to effect more than two demand registrations in any one year period or more than an aggregate of three demand registrations. Subject to certain exceptions, if at any time on or after the Closing, the Company proposes to file a registration statement under the Securities Act with respect to an offering of equity securities, under the Registration Rights Agreement, the Company shall give written notice of such proposed filing to the holders of the Registrable Securities and offer them an opportunity to register the sale of such number of Registrable Securities as such holders may request in writing, subject to customary cut-backs. In addition, subject to certain exceptions, the holders of a majority of (i) all of the Existing Registrable Securities, (ii) all of the Backstop Shares, or (iii) all of the Newly Issued Shares, calculated on an as-converted basis, are entitled under the Registration Rights Agreement to request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration that may be available at such time. The Company agrees to use commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the registration rights described above as expeditiously as practicable. In addition, the Company agrees to use reasonable best efforts to cause registration with respect to the Backstop Shares to be declared effective no later than one-hundred and eighty (180) days following the Closing Date. (c) Other commitments The Group is a party to or assignee of license and collaboration agreements that may require it to make future payments relating to milestone fees and royalties on future sales of licensed products (Note 12). (d) Legal contingencies On July 12, 2019, one of the Contract Research Organizations (the "Plaintiff") of Xynomic Pharma filed a complaint in the Complex Commercial Litigation Division of the Superior Court of the State of Delaware against Xynonmic Pharma for breach of a contract under which Xynomic Pharma engaged the Plaintiff to provide services relating to drug development research, and Xynomic Pharma allegedly failed to pay the amount due to the Plaintiff for the services performed. The Plaintiff seeks $6,992,068 from Xynomic Pharma, plus interest at the contract rate of 1% per month. Xynomic Pharma responded to the complaint on August 19, 2019. On October 31, 2019, the Plaintiff filed Amended Complaint and seeks an updated amount of $7,617,316.60 from Xynomic Pharma, plus interest at the contract rate of 1% per month. Xynomic Pharma should respond to the Amended Complaint by November 22, 2019. As of September 30, 2019, Xynomic Pharma had $8,209,278 payable to the Plaintiff, including $463,555 accrued interest according to the contract. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 14. RELATED PARTY TRANSACTIONS (a) Amount due to shareholders i) Payable due to a shareholder For the three months ended September 30, 2018 and 2019, Yinglin Mark Xu, the founder and CEO of Xynomic Pharma, advanced US$67,805 and US$27,954, respectively, to Xynomic Pharma to fund its operation. For the nine months ended September 30, 2018 and 2019, Yingling Mark XU advanced US$604,710 and US$565,703, respectively. At the Closing date, the amount due to Yingling Mark XU was $2,560,754 and was fully converted to be part of the consideration to purchase Backstop Shares. As of December 31, 2018 and September 30, 2019, the amount due to Yinglin Mark XU was US$2,008,936 and US$27,480, respectively, which was included in amount due to shareholders. ii) Services purchased from a company affiliated with a shareholder Eigenbridge, Inc., a company affiliated with Yong Cui, one of Xynomic Pharma's shareholders and Vice President of Chemistry, Manufacturing and Controls, entered into a contractor agreement with Xynomic Pharma on February 26, 2017. Pursuant to the agreement, Eigenbridge, Inc., provided specialized advisory services to Xynomic Pharma. Xynomic Pharma recognized general and administrative of US$97,849 and US$0 for the three months ended September 30, 2018 and 2019, respectively. Xynomic Pharma recognized general and administrative of US$150,572 and US$25,908 for the nine months ended September 30, 2018 and 2019, respectively. The amount due to Eigenbridge, Inc., were US$80,640 and US$0 as of December 31, 2018 and September 30, 2019, respectively, which was included in amount due to shareholders. iii) Advances from and interest payable to a shareholder On May 2, 2018, as one of the potential investors of Series B financing, Zhongshan Bison Healthcare Investment Limited (Limited Partnership) ("Zhongshan Bison") entered into a loan agreement with Xynomic Pharmaceuticals (Nanjing) Co., Ltd. ("Xynomic Nanjing"). On May 13, 2018, Zhongshan Bison made an advance of RMB9,435,000 (equivalent to US$1,425,959) to fund the operations and business development of Xynomic Nanjing. Zhongshan Bison is entitled to withdraw the advance within 5 business days after Zhongshan Bison paid the first investment of Series B financing, or if current shareholders and investors fail to subscribe shares of the Series B financing within 6 months. On August 16, 2018, Zhongshan Bison became one of the Series B Preferred Shareholders. On August 23, 2018, Xynomic Nanjing entered into a termination agreement for the advance from Zhongshan Bison. Xynomic Nanjing is required to a) repay RMB1,800,000 of the advance from Zhongshan Bison within 2 days after signing the agreement; and b) repay the remaining RMB7,635,000 of the advance from Zhongshan Bison and interest accrued at annual interest rate of 8% from signing the agreement within six months from the date of the termination agreement. On August 23, 2018, Xynomic Nanjing repaid RMB1,800,000 (equivalent to US$262,743) of the advance from Zhongshan Bison. As of December 31, 2018, the advance from Zhongshan Bison was US$1,112,455, which was included in amount due to shareholders. On January 21, 2019, Xynomic Nanjing repaid RMB5,064,000 (equivalent to US$738,311) of the advance from Zhongshan Bison. On February 20, 2019, Zhongshan Bison agreed to extend the due date of the remaining advance of RMB2,571,000 (US$383,097) and all accrued interest to April 15, 2019. On April 12, 2019, Zhongshan Bison agreed to further extend the due date of the remaining advance of RMB2,571,000 (US$360,286) and all accrued interest to September 30, 2019. On June 30, 2019, the due date was further extended to September 15, 2019, and on September 30, 2019, the due date was extended to December 15, 2019. The remaining balance was included in amount due to shareholders as of September 30, 2019. Xynomic Nanjing accrued interest expense of US$9,767 for the three and nine months ended September 30, 2018 for the advance from Zhongshan Bison. Xynomic Nanjing accrued interest expense of US$17,531 for the advance from Zhongshan Bison for the three months ended September 30, 2019 and US$50,342 for the nine months ended September 30, 2019. The interest payable to Zhongshan Bison was US$31,697 and US$78,873 as of December 31, 2018 and September 30, 2019, respectively, which was included in amount due to shareholders. iv) Promissory note to a shareholder In order to finance transaction costs in connection with a Business Combination, Bison Capital or the Company's officers and directors or their respective affiliates may, but are not obligated to, loan the Company funds as may be required (the "Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $500,000 of notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per unit (the "Working Capital Units"). As of May 14, 2019, Bison Capital has loaned the Company an aggregate of $500,000, which is evidenced by a promissory note, non-interest bearing, unsecured and payable in cash or convertible in Private Units at $10.00 per unit, at Bison Capital's discretion, on the consummation of a Business Combination. In February 2019, $100,000 of loans from Bison Capital were converted into convertible promissory loans and is included in the $500,000 outstanding amount noted above. In addition, as of September 30, 2019, Bison Capital has loaned the Company an aggregate amount of $444,900 in order to finance transaction costs in connection with the Business Combination. The loan is non-interest bearing, unsecured and due to be paid on the consummation of a Business Combination. At the Closing, Bison Capital converted the $500,000 convertible promissory note to 50,000 common shares of the Company, and converted the Right attached to it into 5,000 common shares of the Company. At September 30, 2019, an aggregate of $404,900 is owed by the Company to Bison Capital pursuant to the above loans. (b) Service purchased from a shareholder In June 2017, the Group paid US$295,021 to Bridge Pharm International Inc., one of the Company's shareholders, pursuant to 20 months services agreement. Under the agreement, Bridge Pharm International Inc. provides consulting service, including business development, screening and selection of contract research organizations and contract manufacturing organizations and scouting and references of key scientific and managerial personnel to the Group. The Company recognized general and administrative of US$22,276 and nil for the three months ended September 30, 2018 and 2019, respectively. The Company recognized general and administrative of US$116,244 and nil for the nine months ended September 30, 2018 and 2019, respectively. The balance related to the Bridge Pharm International Inc. was nil as of December 31, 2018 and September 30, 2019. (c) Administrative Services Arrangement Bison Capital entered into an agreement whereby, commencing on June 19, 2017 through the earlier of the Company's consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company will pay Bison Capital $5,000 per month for these services. For the nine months ended September 30, 2019, the Company incurred $22,500 in fees for these services. At September 30, 2019, $114,180 administrative fees are included in amount due to shareholders in the balance sheets. The service was terminated upon the Business Combination. (d) Short-term loan from a company affiliated with a shareholder In April 2018, Xynomic Nanjing entered into a short-term loan agreement with Shanghai Jingshu Venture Capital Center ("Shanghai Jingshu"), one of the potential investors of Series B financing and an entity affiliated with Infinite Fortune Limited, one of the Company's shareholders, to obtain an interest-free loan of RMB6,000,000 (equivalent to US$906,810) to fund its operations and business development before receiving the investment of Series B financing. The Company is required to return the short-term loan within the earliest of (a) 183 days; or (b) 20 business days after receiving the Shanghai Jingshu's investment consideration for Series B Preferred Shares. In August 2018, Xynomic Nanjing has fully repaid the loan. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | 15. SHARE-BASED COMPENSATION 2018 Stock Incentive Plan On August 28, 2018, the Board of Directors of Xynomic Pharma approved a resolution to adopt the 2018 Stock Incentive Plan (the "2018 Plan") that provides for the granting of options to selected employees, directors and non-employee consultants to acquire ordinary shares of the Company at exercise prices determined by the Board or the administrator appointed by the Board at the time of grant. Upon this resolution, the Board of Directors and shareholders authorized and reserved 8,908,430 ordinary shares for the issuance under the 2018 Plan. The number of ordinary shares available under the Plan shall increase annually on the first day of each fiscal year, beginning with the second fiscal year following the effective date of this Plan, and continuing until (and including) the fiscal year ending December 31, 2028, with such annual increase equal to the lesser of (i) 3,000,000 ordinary shares, (ii) 5% of the number of ordinary shares issued and outstanding on December 31 of the immediately preceding calendar year, and (iii) an amount determined by the Board. At the Closing, each outstanding Xynomic Pharma option (whether vested or unvested) was assumed by the combined entity and automatically converted into options to purchase Company common shares (each, an "Assumed Option"), subject to certain adjustments, under the Company's Incentive Plan. The Company's Incentive Plan reserved 8,908,430 shares for issuance, and the number of shares reserved for issuance under the Incentive Plan will increase automatically on January 1 of each of 2020 through 2028 by the number of shares equal to the lesser of (i) 3,000,000 shares of Company common stock, (ii) 5% of the number of shares of Company common stock issued and outstanding on December 31 of the immediately preceding calendar year, and (iii) an amount determined by the board of directors. As of December 31, 2018 and September 30, 2019, 0 and 7,880,136 awards remain available for future grants under the Company's Incentive Plan, respectively. Under the 2018 Plan, Xynomic Pharma granted options to purchase 886,046 ordinary shares of it with the below vesting schedule on January 21, 2019 which were converted into options to purchase 752,294 common shares of the Company at the Closing: Granted to an employee (100,000 shares, then converted into 84,905 shares): 25% of the options is to be vested on April 30, 2019, and 1/48 of the options to be vested each month thereafter. The employee resigned from Xynomic Pharma in May 2019 and the remaining unvested 75% of the options were forfeited. Granted to a non-employee (786,046 shares, then converted into 667,389 shares): 25% of the options is to be vested on August 31, 2019, and 1/48 of the options to be vested each month thereafter, subject to an acceleration vesting schedule that 75% is to be issued upon completion of Xynomic Pharma's merger with Bison Capital Acquisition Corp, and 25% to be issued in one year after the closing of the merger. The cost of the share options granted to the non-employee was fully recognized at the grant date, as no substantive future services are required. Under the Incentive Plan, the Company granted to an employee options to purchase 276,000 common shares of the Company on September 16, 2019 with the vesting schedule of: 40% of the options to be vested on October 1, 2019, and 20% of the options to be vested each October 1 thereafter. Summary of Share Option Activities The following tables summarize the Company's share option activities for the nine months ended September 30, 2019: Weighted Weighted average remaining Aggregate Number of exercise contractual intrinsic Granted to Employee shares price years value US$ US$ Outstanding at January 1, 2019 - - - Granted 84,905 1.18 Forfeited (63,679 ) 1.18 Outstanding at June 30, 2019 21,226 1.18 9.57 215,050 Granted 276,000 4.04 Forfeited - - Outstanding at September 30, 2019 297,226 3.84 9.91 619,666 Exercisable as of September 30, 2019 21,226 1.18 9.32 215,050 Weighted Weighted average remaining Aggregate Number of exercise contractual intrinsic Granted to Non-employee shares price years value US$ US$ Outstanding at January 1, 2019 - - - Granted 667,389 0.12 Forfeited - - Outstanding at June 30, 2019 667,389 0.12 9.57 7,437,915 Granted - - Forfeited - - Outstanding at September 30, 2019 667,389 0.12 9.32 7,437,915 Exercisable as of September 30, 2019 500,542 0.12 9.32 5,578,436 No options were exercised during the nine months ended September 30, 2019. Management is responsible for determining the fair value of options granted to employees and non-employees and considered a number of factors including valuations. The Company's share-based compensation cost is measured at the fair value of the options as calculated under the binomial models. Assumptions used in the option-pricing model for 2019 options are presented below: January 2019 September 2019 Risk-free interest rate 2.77 % 1.70 % Expected term 10 years 5.62 years Volatility rate 36.1 % 36.1 % Dividend yield 0 % 0 % Exercise multiple 2.8 N/A Fair value of underlying ordinary share 9.5573 4.04 The Company estimated the risk-free rates based on the U.S. bond with a term similar to option's expected life time as at the option valuation date. Life of the share options is the expected existence term. Based on the option agreements, the contract life of the option are 10 years from the respective grant date. The expected volatility at the option valuation date was estimated based on historical volatility of comparable companies. The Company has no history or expectation of paying dividends on its ordinary shares. The Company estimated the fair value of the ordinary shares using the equity allocation approach or Black-Scholes Model when valuing options granted. As the Company did not have sufficient information of past employee exercise history, the expected exercise multiple was estimated by referencing to How to Value Employee Stock Options (published by John Hull& Allen White, Financial Analysts Journal, 2004 edition), a well-accepted academic publication. The grant date fair value of the share options granted in January 2019 was US$9.3653 and the grant date fair value of the share options granted in September 2019 was US$1.466. Compensation expense of US$ 7,820,717 were recognized in general and administrative relating to the 1,028,294 options for the nine months ended September 30, 2019. As of September 30, 2019, there was $ 236,864 unrecognized compensation expenses related to non-vested options. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | 16. SUBSEQUENT EVENT The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | (a) Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the United States Securities and Exchange Commission ("SEC"). The condensed consolidated balance sheet as of December 31, 2018 was derived from the audited consolidated financial statements of Xynomic Pharma. and its subsidiaries. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated balance sheet of the Company and Xynomic Pharma as of December 31, 2018, and the related consolidated statements of comprehensive loss, changes in equity and cash flows for the year then ended, included in the Company's current report on Form 8-K filed with the SEC on May 15, 2019. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of September 30, 2019, the results of operations for the three and nine months ended September 30, 2018 and 2019 and cash flows for the nine months ended September 30, 2018 and 2019, have been made. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Significant accounting estimates include, but not limited to the fair value of the ordinary shares to determine the existence of beneficial conversion feature of the redeemable convertible preferred shares, the fair value of share-based compensation awards, depreciable lives of property and equipment, the recoverability of the carrying amounts of property and equipment and the recoverability of deferred income tax assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited condensed consolidated financial statements. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation Going Concern The Company and its subsidiaries Xynomic Pharma, Xynomic Nanjing, Xynomic Shanghai and Xynomic Zhongshan (the "Group") have not generated any revenues from product sales. Substantial additional financing will be required by the Group to continue to fund its research and development activities. No assurance can be given that any such financing will be available when needed or that the Group's research and development efforts will be successful. The Group's ability to fund operations is based on its ability to attract investors and its ability to borrow funds on reasonable economic terms. Historically, the Group has relied principally on equity financing and shareholder's borrowings to fund its operations and business development. The Group's ability to continue as a going concern is dependent on management's ability to successfully execute its business plan, which includes generating revenues after drug marketing, controlling operating expenses, as well as, continuing to obtain additional equity financing. On April 3, 2018, Xynomic Pharma issued convertible notes to Northern Light Venture Capital V, Ltd., and Bo Tan and received proceeds of US$2,500,000, which were converted into 776,633 Series B Preferred Shares in August 2018. Further in August 2018, Xynomic Pharma raised US$17 million by issuance of 5,281,101 Series B Preferred Shares to certain investors, including the conversion of convertible notes of US$2.5 million. At the Closing of the Merger, 755,873 shares of Backstop Shares were issued for a total consideration of $7,672,111. On May 15, 2019, the Company received written notice from the staff of the NASDAQ Stock Market LLC ("Nasdaq") indicating that the Staff had determined to delist its securities from NASDAQ based upon the non-compliance with the requirement of a minimum of 300 round lot holders of and 400 round lot holders of purchase warrants and the requirement of the minimum US$5 million in stockholders' equity. The Company requested a hearing before the Nasdaq Hearings Panel (the "Panel"), and such request stayed any suspension or delisting action by Nasdaq pending the completion of the hearing process and the expiration of any extension period that may be granted to the Company by the Panel. On July 15, 2019, the Company was notified in writing by the Panel at Nasdaq that they denied the Company's request for continued listing on Nasdaq based upon the Company's non-compliance with Nasdaq Listing Rules 5505(a)(3) and 5515(a)(4). As a result, Nasdaq suspended trading in the Company's securities effective at the open of business on Wednesday, July 17, 2019; and the Company's shares subsequently commenced trading on the over-the-counter markets. The Company still intends to continue with its compliance plan with the Nasdaq listing requirements and is diligently pursuing courses of action designed to remedy our noncompliance with Nasdaq's initial listing requirements as set forth above. There can be no assurance, however, that the Company will be able to regain compliance with the mainboard listing requirements. The Group currently does not have any commitments to obtain additional funds except a private placement that it is contemplating and a potential public offering pursuant to a registration statement on Form S-1, as amended, initially filed on July 11, 2019; and may be unable to obtain sufficient funding in the future on acceptable terms, if at all. If the Group cannot obtain the necessary funding, it will need to delay, scale back or eliminate some or all of its research and development programs to: commercialize potential products or technologies that it might otherwise seek to develop or commercialize independently; consider other various strategic alternatives, including another merger or sale of the Group; or cease operations. If the Group engages in collaborations, it may receive lower consideration upon commercialization of such products than if it had not entered into such arrangements or if it entered into such arrangements at later stages in the product development process. The Group has prepared its financial statements assuming that it will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The Group has incurred recurring losses from operations since inception. The Group incurred a net loss of US$4,977,149 and US$22,173,457 for the three and nine months ended September 30, 2019, respectively. Further, as of September 30, 2019, the Group had net current liabilities (current assets less current liabilities) of US$20,358,014 and accumulated deficit of US$56,496,626. The Group's ability to continue as a going concern is dependent on its ability to raise capital to fund its current research and development activities and future business plans. Additionally, volatility in the capital markets and general economic conditions in the United States may be a significant obstacle to raising the required funds. These factors raise substantial doubt about its ability to continue as a going concern within twelve months from the date these financial statements are issued. The financial statements included herein do not include any adjustments that might be necessary should the Group be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used. Operations of the Group are subject to certain risks and uncertainties including various internal and external factors that will affect whether and when the Group's product candidates become approved drugs and how significant their market share will be, some of which are outside of the Group's control. The length of time and cost of developing and commercializing these product candidates and/or failure of them at any stage of the drug approval process will materially affect the Group's financial condition and future operations. |
Share-based Compensation | (b) Share-based Compensation The Company granted share options to its selected employees and non-employee consultants. Share-based awards granted to employees with service conditions attached are measured at the grant date fair value and are recognized as an expense using graded vesting method over the requisite service period, which is generally the vesting period. The forfeitures are accounted when they occur. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07"). The new guidance largely aligns the accounting for share-based awards issued to employees and nonemployees. Existing guidance for employee awards will apply to non-employee share-based transactions with limited exceptions. The Company adopted this guidance on January 1, 2019. Share-based awards granted to non-employees are measured at the grant date fair value. When no future services are required to be performed by the non-employee in exchange for an award of equity instruments, the cost of the award is expensed on the grant date. Option-pricing models are adopted to measure the value of awards at each grant date. The determination of fair value is affected by the share price as well as assumptions relating to a number of complex and subjective variables, including but not limited to the expected share price volatility, actual and projected employee and non-employee share option exercise behavior, risk-free interest rates and expected dividends. The use of the option-pricing model requires extensive actual employee and non-employee exercise behavior data for the relative probability estimation purpose, and a number of complex assumptions. |
Concentration and risk | (c) Concentration and risk Concentration of suppliers The following suppliers for the Group's research and development activities accounted for 10% or more of research and development expenses for the three and nine months ended September 30, 2018 and 2019: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2018 2019 2018 2019 US$ % US$ % US$ % US$ % Supplier A * * 1,601,288 42 % * * 2,959,648 28 % Supplier B * * * * 2,767,441 46 % 1,431,987 13 % Supplier C * * 628,559 16 % * * 1,854,128 17 % Supplier D 1,205,041 72 % 941,154 25 % 1,680,041 28 % * * * Represents less than 10% of research and development expenses for the three or nine months ended September 30, 2018 and 2019. |
Recent accounting pronouncements | (d) Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's condensed consolidated financial statements. |
Description of Organization a_2
Description of Organization and Business Operations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of subsidiaries | Subsidiaries Date of incorporation Place of incorporation Percentage of economic ownership Xynomic Pharmaceuticals (Nanjing) Co., Ltd. November 20, 2017 PRC 100 % Xynomic Pharmaceuticals (Shanghai) Co., Ltd. July 31, 2018 PRC 100 % Xynomic Pharmaceuticals (Zhongshan) Co., Ltd. May 15, 2018 PRC 100 % |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of concentration of suppliers | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2018 2019 2018 2019 US$ % US$ % US$ % US$ % Supplier A * * 1,601,288 42 % * * 2,959,648 28 % Supplier B * * * * 2,767,441 46 % 1,431,987 13 % Supplier C * * 628,559 16 % * * 1,854,128 17 % Supplier D 1,205,041 72 % 941,154 25 % 1,680,041 28 % * * * Represents less than 10% of research and development expenses for the three or nine months ended September 30, 2018 and 2019. |
Cash (Tables)
Cash (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash deposited in financial institutions | December 31, September 30, Financial institutions in the mainland of the PRC —Denominated in RMB $ 523 $ 6,196 Financial institutions in the United States —Denominated in USD $ 4,745,847 $ 21,036 Total cash balances held at financial institutions $ 4,746,370 $ 27,232 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Prepaid Expenses [Abstract] | |
Schedules of Prepaid expenses | December 31, September 30, Prepaid research and development expenses $ 207,988 $ 143,374 Prepaid rental expenses 66,371 46,174 Prepaid health insurance - 5,105 Others 3,391 10,986 Total prepaid expenses $ 277,750 $ 205,639 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | December 31, September 30, Leasehold improvement $ 276,839 $ 278,500 Lab equipment - 55,322 Electronic equipment 4,379 14,358 Property and equipment 281,218 348,180 Less: accumulated depreciation (488 ) (71,665 ) Property and equipment, net $ 280,730 $ 276,515 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other non-current assets | December 31, September 30, VAT input tax $ 52,762 $ 109,338 Prepaid insurance 93,075 98,502 Prepayment for equipment - 11,945 Deposits 9,339 8,422 Total other non-current assets $ 155,176 $ 228,207 |
Accrued Expenses And Other Cu_2
Accrued Expenses And Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses And Other Current Liabilities | December 31, September 30, Research and development expense-Contract Research Organizations $ 10,304,750 $ 13,190,896 Research and development expense-Contract Manufacture Organizations 1,874,956 3,664,647 License fee payable 1,000,000 1,000,000 Professional fee 824,360 1,130,616 Payroll and social insurance 147,692 144,065 Payables for equipment - 28,587 Payable for leasehold improvement 110,736 101,822 Short-term debt - 49,467 Others 144,767 285,324 Total accrued expenses and other current liabilities $ 14,407,261 $ 19,595,424 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Shares (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Redeemable Convertible Preferred Shares [Abstract] | |
Schedule of Redeemable convertible preferred shares were issued by Xynomic Pharma before the Closing | Angel Preferred Shares Series A-1 Preferred Shares Series B Preferred Shares Balance as of December 31, 2018 $ 580,256 $ 4,905,780 $ 2,424,712 Redemption value accretion 11,117 93,984 1,592,877 Conversion to common shares (591,373 ) (4,999,764 ) (4,017,589 ) Balance as of September 30, 2019 $ - $ - $ - |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Schedule of Basic and diluted net loss per share for each of the periods | Three Months Ended Nine Months Ended September 30, September 30, 2018 2019 2018 2019 Numerator: Net loss attributable to ordinary shareholders $ (3,311,681 ) $ (4,977,149 ) $ (8,836,680 ) $ (23,871,435 ) Denominator: Weighted average number of ordinary shares-basic and diluted 42,860,772 46,273,846 42,860,772 44,598,564 Net loss per share-basic and diluted $ (0.08 ) $ (0.11 ) $ (0.21 ) $ (0.54 ) |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Schedule of future minimum lease payments | Minimum Year ending September 30, 2019, 2020 $ 246,282 2021 216,257 2022 79,322 $ 541,861 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of tables summarize the company's share option activities | Weighted Weighted average remaining Aggregate Number of exercise contractual intrinsic Granted to Employee shares price years value US$ US$ Outstanding at January 1, 2019 - - - Granted 84,905 1.18 Forfeited (63,679 ) 1.18 Outstanding at June 30, 2019 21,226 1.18 9.57 215,050 Granted 276,000 4.04 Forfeited - - Outstanding at September 30, 2019 297,226 3.84 9.91 619,666 Exercisable as of September 30, 2019 21,226 1.18 9.32 215,050 Weighted Weighted average remaining Aggregate Number of exercise contractual intrinsic Granted to Non-employee shares price years value US$ US$ Outstanding at January 1, 2019 - - - Granted 667,389 0.12 Forfeited - - Outstanding at June 30, 2019 667,389 0.12 9.57 7,437,915 Granted - - Forfeited - - Outstanding at September 30, 2019 667,389 0.12 9.32 7,437,915 Exercisable as of September 30, 2019 500,542 0.12 9.32 5,578,436 |
Schedule of assumptions used in the option-pricing model | January 2019 September 2019 Risk-free interest rate 2.77 % 1.70 % Expected term 10 years 5.62 years Volatility rate 36.1 % 36.1 % Dividend yield 0 % 0 % Exercise multiple 2.8 N/A Fair value of underlying ordinary share 9.5573 4.04 |
Description of Organization a_3
Description of Organization and Business Operations (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Xynomic Pharmaceuticals Nanjing [Member] | |
Date of incorporation | Nov. 20, 2017 |
Place of incorporation /establishment | PRC |
Percentage of economic ownership | 100.00% |
Xynomic Pharmaceuticals Shanghai [Member] | |
Date of incorporation | Jul. 31, 2018 |
Place of incorporation /establishment | PRC |
Percentage of economic ownership | 100.00% |
Xynomic Pharmaceuticals Zhongshan [Member] | |
Date of incorporation | May 15, 2018 |
Place of incorporation /establishment | PRC |
Percentage of economic ownership | 100.00% |
Description of Organization a_4
Description of Organization and Business Operations (Details Textual) - USD ($) | May 15, 2019 | May 14, 2019 | May 31, 2019 | Mar. 03, 2019 | Sep. 30, 2019 |
Description of Organization and Business Operations (Textual) | |||||
Commitment from related party contribute loan | $ 0.02 | ||||
Shares value of not redeemed | 5,000 | ||||
Backstop agreement, description | Entered into by and between the Company and Yinglin Mark Xu, Yinglin Mark Xu, together with his assignee Bison Capital Holding Company Limited, purchased from the Company 755,873 shares of common stock at a price of $10.15 per share for a total consideration of $7,672,111 (the "Backstop Shares" and "Backstop Subscription"). As a result of Backstop Subscription, the Company had at least $7,500,001 of net tangible assets remaining at the Closing after giving effect to the redemption of any Ordinary Shares by the public shareholders in connection with the Merger. | ||||
Xynomic Pharma [Member ] | |||||
Description of Organization and Business Operations (Textual) | |||||
Aggregate loan amount | $ 16,062 | ||||
Shares value of not redeemed | 803,080 | ||||
Per share value | $ 0.02 | ||||
Xynomic Pharma [Member ] | |||||
Description of Organization and Business Operations (Textual) | |||||
Number of stock units issued | 9,852,216 | ||||
Private Units [Member] | |||||
Description of Organization and Business Operations (Textual) | |||||
Number of stock units issued | 432,062 | ||||
Initial Public Offering [Member] | |||||
Description of Organization and Business Operations (Textual) | |||||
Number of stock units issued | 6,037,500 | ||||
Merger Consideration Agreement [Member] | |||||
Description of Organization and Business Operations (Textual) | |||||
Number of stock units issued | 42,860,772 | ||||
Escrow deposit | 1,285,822 | ||||
Aggregate common stock, shares | 9,852,216 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |||||
Research and development activities | $ 3,831,540 | $ 1,682,358 | $ 10,723,649 | $ 6,022,564 | ||||
Supplier A [Member] | ||||||||
Research and development activities | $ 1,601,288 | [1] | $ 2,959,648 | [1] | ||||
Concentration and risk Percentage | 42.00% | [1] | 28.00% | [1] | ||||
Supplier B [Member] | ||||||||
Research and development activities | [1] | [1] | $ 1,431,987 | $ 2,767,441 | ||||
Concentration and risk Percentage | [1] | [1] | 13.00% | 46.00% | ||||
Supplier C [Member] | ||||||||
Research and development activities | $ 628,559 | [1] | $ 1,854,128 | [1] | ||||
Concentration and risk Percentage | 16.00% | [1] | 17.00% | [1] | ||||
Supplier D [Member] | ||||||||
Research and development activities | $ 941,154 | $ 1,205,041 | [1] | $ 1,680,041 | ||||
Concentration and risk Percentage | 25.00% | 72.00% | [1] | 28.00% | ||||
[1] | Represents less than 10% of research and development expenses for the three or nine months ended September 30, 2018 and 2019. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | May 15, 2019 | Apr. 03, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies (Textual) | ||||||||||
Net income | $ (4,977,149) | $ (3,311,681) | $ (23,871,435) | $ (8,836,680) | ||||||
Net current liabilities | 20,358,014 | 20,358,014 | ||||||||
Accumulated deficit | $ (56,496,626) | $ (56,496,626) | $ (34,323,169) | |||||||
Research and development expenses description | less than 10% | less than 10% | ||||||||
Stockholders' equity | $ (19,852,088) | $ 2,471,424 | $ (19,852,088) | $ 2,471,424 | $ (15,035,326) | $ (20,094,728) | $ (11,259,582) | $ (5,734,583) | ||
Stock Market Price Guarantee [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Business combination, description | The Company received written notice from the staff of the NASDAQ Stock Market LLC ("Nasdaq") indicating that the Staff had determined to delist its securities from NASDAQ based upon the non-compliance with the requirement of a minimum of 300 round lot holders of and 400 round lot holders of purchase warrants and the requirement of the minimum US$5 million in stockholders' equity. | |||||||||
Xynomic Pharma [Member ] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Preferred share conversion, description | Xynomic Pharma issued convertible notes to Northern Light Venture Capital V, Ltd., and Bo Tan and received proceeds of US$2,500,000, which were converted into 776,633 Series B Preferred Shares in August 2018. Further in August 2018, Xynomic Pharma raised US$17 million by issuance of 5,281,101 Series B Preferred Shares to certain investors, including the conversion of convertible notes of US$2.5 million. At the Closing of the Merger, 755,873 shares of Backstop Shares were issued for a total consideration of $7,672,111. |
Cash (Details)
Cash (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total cash balances held at financial institutions | $ 27,232 | $ 4,746,370 |
Financial institutions in the United States [Member] | ||
Total cash balances held at financial institutions | 21,036 | 4,745,847 |
Financial institutions in the mainland of the PRC [Member] | ||
Total cash balances held at financial institutions | $ 6,196 | $ 523 |
Income Taxes (Detailsl)
Income Taxes (Detailsl) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Taxes (Textual) | ||||
Effective income tax rates | 0.00% | 0.00% | 0.00% | 0.00% |
U.S. Federal statutory corporate income tax rate | 21.00% | 21.00% | 21.00% | 21.00% |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Prepaid Expenses [Abstract] | ||
Prepaid research and development expenses | $ 143,374 | $ 207,988 |
Prepaid rental expenses | 46,174 | 66,371 |
Prepaid health insurance | 5,105 | |
Others | 10,986 | 3,391 |
Total prepaid expenses | $ 205,639 | $ 277,750 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Property and equipment | $ 348,180 | $ 281,218 |
Less: accumulated depreciation | (71,665) | (488) |
Property and equipment, net | 276,515 | 280,730 |
Leasehold improvement [Member] | ||
Property and equipment | 278,500 | 276,839 |
Lab equipment [Member] | ||
Property and equipment | 55,322 | |
Electronic equipment [Member] | ||
Property and equipment | $ 14,358 | $ 4,379 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property and Equipment, Net (Textual) | ||||
Depreciation expense | $ 19,439 | $ 111 | $ 74,032 | $ 111 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
VAT input tax | $ 109,338 | $ 52,762 |
Prepaid insurance | 98,502 | 93,075 |
Prepayment for equipment | 11,945 | |
Deposits | 8,422 | 9,339 |
Total other non-current assets | $ 228,207 | $ 155,176 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Research and development expense-Contract Research Organizations | $ 13,190,896 | $ 10,304,750 |
Research and development expense-Contract Manufacture Organizations | 3,664,647 | 1,874,956 |
License fee payable | 1,000,000 | 1,000,000 |
Professional fee | 1,130,616 | 824,360 |
Payroll and social insurance | 144,065 | 147,692 |
Payables for equipment | 28,587 | |
Payable for leasehold improvement | 101,822 | 110,736 |
Short-term debt | 49,467 | |
Others | 285,324 | 144,767 |
Total accrued expenses and other current liabilities | $ 19,595,424 | $ 14,407,261 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Shares (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Angel Preferred Shares [Member] | |
Balance as of December 31, 2018 | $ 580,256 |
Redemption value accretion | 11,117 |
Conversion to common shares | (591,373) |
Balance as of September 30, 2019 | |
Series A-1 Preferred Shares [Member] | |
Balance as of December 31, 2018 | 4,905,780 |
Redemption value accretion | 93,984 |
Conversion to common shares | (4,999,764) |
Balance as of September 30, 2019 | |
Series B Preferred Shares [Member] | |
Balance as of December 31, 2018 | 2,424,712 |
Redemption value accretion | 1,592,877 |
Conversion to common shares | (4,017,589) |
Balance as of September 30, 2019 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Shares (Details Textual) | Sep. 30, 2019shares |
Redeemable Convertible Preferred Shares | |
Outstanding redeemable convertible preferred shares converted | 34,695,395 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Dec. 31, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | May 14, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Shareholders' Equity (Textual) | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||
Preferred stock, shares issued | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||
Ordinary shares, shares issued | 8,165,377 | 46,273,846 | |||||
Ordinary shares, shares outstanding | 8,165,377 | 46,273,846 | |||||
Share per price | $ 11.50 | ||||||
Xynomic Pharma's convertible preferred shares as the Merger Consideration Shares | 8,165,377 | ||||||
Conversion of converted promissory notes | 5,000 | ||||||
Converstion of stock, description | The Company had 1,955,246 shares of common stock issued and outstanding, and immediately following the Closing, the Rights that were issued in the Company’s Initial Public Offering and Private Placement automatically converted into 646,955 common shares of the Company. | ||||||
Warrant price | $ 0.01 | ||||||
Sale price of the ordinary shares | $ 24 | ||||||
Expected life | 5 years | ||||||
Warrants outstanding | 3,259,779 | ||||||
Mark Yinglin XU [Member] | |||||||
Shareholders' Equity (Textual) | |||||||
Issuance of backstop common shares, shares | 755,873 | ||||||
Cash considerations | $ 4,971,358 | ||||||
Convertible loans | 2,560,753 | ||||||
Bison Capital [Member] | |||||||
Shareholders' Equity (Textual) | |||||||
Cash considerations | 7,672,111 | ||||||
Convertible loans | $ 140,000 | ||||||
Conversion of converted promissory notes | 50,000 | ||||||
Common Stock | |||||||
Shareholders' Equity (Textual) | |||||||
Converted common stocks price per share | $ 0.0001 | ||||||
Combination with Xynomic Pharmaceuticals, Inc. shares | 1,955,246 | ||||||
Conversion of Rights to common shares, shares | 646,955 | ||||||
Xynomic Pharma's ordinary shares | 8,165,377 | 46,273,846 | 46,273,846 | 8,165,377 | 8,165,377 | 8,165,377 | |
Xynomic Pharma's convertible preferred shares as the Merger Consideration Shares | 34,695,395 | 34,695,395 | |||||
Issuance of backstop common shares, shares | 755,873 | ||||||
Common Stock | Bison Capital [Member] | |||||||
Shareholders' Equity (Textual) | |||||||
Convertible loans | $ 500,000 | ||||||
Conversion of converted promissory notes | 5,000 | ||||||
British Virgin Islands [Member] | |||||||
Shareholders' Equity (Textual) | |||||||
Ordinary shares, shares issued | 7,978,937 | ||||||
Ordinary shares, shares outstanding | 7,978,937 | ||||||
Ordinary shares subject to possible redemption | 6,037,500 | ||||||
Right to redeem public shares | 6,023,689 | ||||||
Amount of right to redeem public shares | $ 64,070,650 | ||||||
Share per price | $ 10.54 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator: | ||||||
Net loss attributable to ordinary shareholders | $ (4,977,149) | $ (2,411,873) | $ (17,196,308) | $ (5,327,391) | $ (22,173,457) | $ (7,739,264) |
Denominator: | ||||||
Weighted average number of ordinary shares-basic and diluted | 46,273,846 | 42,860,772 | 44,598,564 | 42,860,772 | ||
Net loss per share-basic and diluted | $ (0.11) | $ (0.08) | $ (0.54) | $ (0.21) |
Licenses Arrangement (Details)
Licenses Arrangement (Details) | 1 Months Ended | ||
Dec. 31, 2018 | Aug. 31, 2017 | Feb. 28, 2017 | |
Pharmacyclics LLC [Member] | |||
Agreement, description | Under the terms of the agreement, the Group made upfront payments of US$3.5 million in 2017 and 1st milestone payment of US$3.5 million in 2018 to Pharmacyclics which were recorded as research and development expenses in 2017 and 2018, respectively. In addition, the Group is obligated to pay the following development and regulatory milestone payments: 1) 2nd milestone payment of US$6,500,000 upon regulatory approval for the first indication for a licensed product in China or in the United States; 2) 3rd milestone payment of US$4,000,000 upon regulatory approval for the second indication for a licensed product in China or in the United States. | ||
Boehringer Ingelheim International GMBH ("BII") (XP-102) [Member] | |||
Agreement, description | Under the terms of the agreement, the Group made upfront payments to BII totaling US$0.3 million which was recorded as a research and development expense in 2017. In addition, the Group is obligated to pay the following development and regulatory milestone payments: 1) 1st milestone payment of US$ 1,700,000 upon first dosing of a patient in Phase I Clinical Trial in the US or China; 2) 2nd milestone payment of US$ 4,000,000 upon first dosing of a patient in a pivotal Phase III Clinical Trial in the first indication in the US or China; 3) 3rd milestone payment of US$2,000,000 upon first dosing of a patient in a pivotal Phase III Clinical Trial in a second indication in the US or China; 4) 4th milestone payment of US$ 7,000,000 upon the grant of the first marketing authorization of the first indication in the US; 5) 5th milestone payment of US$3,000,000 upon the grant of the first marketing authorization of the first indication in China. | ||
BII (XP-105) [Member] | |||
Agreement, description | Under the terms of the agreement, as of September 30, 2019 the Group was obligated to make upfront payments to BII totaling US$1 million which was recorded as a research and development expense for the year ended December 31, 2018 and was included in accrued expenses and other current liabilities as of December 31, 2018 and September 30, 2019. In addition, the Group is obligated to pay the following development and regulatory milestone payments: 1) 1st milestone payment of US$7,000,000 upon first dosing of a patient in Phase II or Phase III Clinical Trial in the first indication either of which is intended to be a pivotal trial; 2) 2nd milestone payment of US$10,000,000 upon the grant of the first Marketing Authorization of the first indication. In addition, the Group will pay royalties at a certain percentage of the net sales. The royalty term commences from the first commercial sale of such licensed product in such country until the later of (i) the date on which such licensed product is no longer covered by a valid claim of the licensed patents, (ii) the expiration of regulatory exclusivity of the licensed product in such country, or (iii) the tenth anniversary of the first launch of the respective licensed product in the country in the indication, provided the licensed know-how is still proprietary, or such licensed know-how is no longer proprietary owing to a breach of its confidentiality obligations. |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Sep. 30, 2019USD ($) |
Year ending September 30, 2019, | |
2020 | $ 246,282 |
2021 | 216,257 |
2022 | 79,322 |
Total | $ 541,861 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) | Jul. 12, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Commitments and Contingencies (Textual) | |||||
Rental expenses | $ 75,909 | $ 34,639 | $ 222,507 | $ 74,914 | |
Registration rights agreement description | (1) all or any portion of the 1,509,375 shares of common stock of Bison issued to certain existing investors (the "Founder Shares"), (2) 432,063 private units issued by Bison to certain existing investors in conjunction with the consummation of its initial public offering (the "Private Units"), | ||||
Xynomic Pharma [Member ] | |||||
Commitments and Contingencies (Textual) | |||||
Legal contingencies, description | The Plaintiff seeks $6,992,068 from Xynomic Pharma, plus interest at the contract rate of 1% per month. Xynomic Pharma responded to the complaint on August 19, 2019. On October 31, 2019, the Plaintiff filed Amended Complaint and seeks an updated amount of $7,617,316.60 from Xynomic Pharma, plus interest at the contract rate of 1% per month. Xynomic Pharma should respond to the Amended Complaint by November 22, 2019. | ||||
Payable to plantiff | $ 8,209,278 | ||||
Accrued interest | $ 463,555 | $ 463,555 | |||
Maximum [Member] | |||||
Commitments and Contingencies (Textual) | |||||
Lease term | 36 months | ||||
Minimum [Member] | |||||
Commitments and Contingencies (Textual) | |||||
Lease term | 12 months |
Related Party Transactions (Det
Related Party Transactions (Details) | Apr. 12, 2019USD ($) | Apr. 12, 2019CNY (¥) | Jan. 21, 2019USD ($) | Jan. 21, 2019CNY (¥) | Aug. 23, 2018USD ($) | Aug. 23, 2018CNY (¥) | May 13, 2018USD ($) | May 13, 2018CNY (¥) | Apr. 30, 2018 | Feb. 28, 2019USD ($) | Feb. 20, 2019USD ($) | Feb. 20, 2019CNY (¥) | Aug. 23, 2018CNY (¥) | Jun. 30, 2017USD ($) | Jun. 19, 2017USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | May 14, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) |
Related Party Transactions (Textual) | |||||||||||||||||||||
Advance from a shareholder | $ 565,704 | $ 604,710 | |||||||||||||||||||
General and administrative services | $ 1,128,117 | $ 608,264 | 11,351,097 | 1,457,025 | |||||||||||||||||
Proceeds from advance amount | 1,425,959 | ||||||||||||||||||||
Accrued interest expense | 17,531 | 9,767 | $ 50,342 | 9,767 | |||||||||||||||||
Convertible promissory note shares | shares | 5,000 | ||||||||||||||||||||
Administrative Services Arrangement [Member] | |||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||
Fee for services | $ 5,000 | 22,500 | $ 22,500 | ||||||||||||||||||
Administrative fees | 114,180 | ||||||||||||||||||||
Service purchased shareholder [Member] | |||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||
General and administrative services | 22,276 | 116,244 | |||||||||||||||||||
Group payment amount | $ 295,021 | ||||||||||||||||||||
Xynomic Pharma [Member ] | |||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||
General and administrative services | 0 | 97,849 | 25,908 | 150,572 | |||||||||||||||||
Interest payable | 463,555 | 463,555 | |||||||||||||||||||
Zhongshan Bison [Member] | |||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||
Proceeds from advance amount | $ 1,425,959 | ||||||||||||||||||||
Repyament of debt | $ 738,311 | $ 383,097 | |||||||||||||||||||
Amount due from related party | $ 112,455 | ||||||||||||||||||||
Interest payable | 78,873 | $ 78,873 | 31,697 | ||||||||||||||||||
Due date | Sep. 15, 2019 | ||||||||||||||||||||
Zhongshan Bison [Member] | RMB [Member] | |||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||
Proceeds from advance amount | ¥ | ¥ 9,435,000 | ||||||||||||||||||||
Repyament of debt | ¥ 2,571,000 | ¥ 5,064,000 | $ 7,635,000 | ¥ 2,571,000 | ¥ 1,800,000 | ||||||||||||||||
Annual interest rate | 8.00% | 8.00% | |||||||||||||||||||
Eigenbridge, Inc [Member ] | |||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||
Amount due to related party | 0 | $ 0 | 80,640 | ||||||||||||||||||
Bison Capital [Member] | |||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||
Aggregated loan | 404,900 | 404,900 | |||||||||||||||||||
Convertible promissory loans | $ 100,000 | ||||||||||||||||||||
Short term debt outstanding | $ 500,000 | ||||||||||||||||||||
Aggregate order to finance transaction costs | 444,900 | 444,900 | |||||||||||||||||||
Convertible promissory note amount | $ 500,000 | ||||||||||||||||||||
Convertible promissory note shares | shares | 50,000 | ||||||||||||||||||||
Bison Capital [Member] | Related Party Loans and Promissory Notes [Member] | |||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||
Lender's discretion converted | 500,000 | $ 500,000 | |||||||||||||||||||
Aggregated loan | $ 500,000 | ||||||||||||||||||||
Additional private unit price | $ / shares | $ 10 | ||||||||||||||||||||
Private per units | $ / shares | $ 10 | ||||||||||||||||||||
Yinglin Mark Xu [Member] | |||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||
Advance from a shareholder | 27,954 | $ 67,805 | $ 565,703 | $ 604,710 | |||||||||||||||||
Converted shares | shares | 2,560,754 | ||||||||||||||||||||
Amount due to related party | $ 2,008,936 | $ 2,008,936 | $ 27,480 | ||||||||||||||||||
Xynomic Pharmaceuticals Nanjing [Member] | Zhongshan Bison [Member] | |||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||
Repyament of debt | $ 360,286 | ||||||||||||||||||||
Xynomic Pharmaceuticals Nanjing [Member] | Zhongshan Bison [Member] | RMB [Member] | |||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||
Repyament of debt | ¥ | ¥ 1,800,000 | ||||||||||||||||||||
Xynomic Nanjing [Member] | |||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||
Agreement, description | Xynomic Nanjing entered into a short-term loan agreement with Shanghai Jingshu Venture Capital Center ("Shanghai Jingshu"), one of the potential investors of Series B financing and an entity affiliated with Infinite Fortune Limited, one of the Company's shareholders, to obtain an interest-free loan of RMB6,000,000 (equivalent to US$906,810) to fund its operations and business development before receiving the investment of Series B financing. The Company is required to return the short-term loan within the earliest of (a) 183 days; or (b) 20 business days after receiving the Shanghai Jingshu's investment consideration for Series B Preferred Shares. In August 2018, Xynomic Nanjing has fully repaid the loan. |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | |
Employee [Member] | |||
Number of shares, Beginning balance | 21,226 | ||
Number of shares, Granted | 276,000 | 84,905 | 84,905 |
Number of shares, Forfeited | (63,679) | ||
Number of shares, Ending balance | 297,226 | 21,226 | 297,226 |
Number of shares Exercisable | 21,226 | 21,226 | |
Weighted average exercise price, Beginning balance | $ 1.18 | ||
Weighted average exercise price, Granted | 4.04 | 1.18 | |
Weighted average exercise price, Forfeited | 1.18 | ||
Weighted average exercise price, Ending balance | 3.84 | $ 1.18 | 3.84 |
Weighted average exercise price, Exercisable | $ 1.18 | $ 1.18 | |
Weighted remaining contractual years | 9 years 10 months 28 days | 9 years 6 months 25 days | |
Weighted remaining contractual years, Exercisable | 9 years 3 months 26 days | ||
Aggregate intrinsic value | $ 619,666 | $ 215,050 | $ 619,666 |
Aggregate intrinsic value, Exercisable | $ 215,050 | $ 215,050 | |
Non Employee [Member] | |||
Number of shares, Beginning balance | 667,389 | ||
Number of shares, Granted | 667,389 | 786,046 | |
Number of shares, Forfeited | |||
Number of shares, Ending balance | 667,389 | 667,389 | 667,389 |
Number of shares Exercisable | 500,542 | 500,542 | |
Weighted average exercise price, Beginning balance | $ 0.12 | ||
Weighted average exercise price, Granted | 0.12 | ||
Weighted average exercise price, Forfeited | |||
Weighted average exercise price, Ending balance | 0.12 | $ 0.12 | 0.12 |
Weighted average exercise price, Exercisable | $ 0.12 | $ 0.12 | |
Weighted remaining contractual years | 9 years 3 months 26 days | 9 years 6 months 25 days | |
Weighted remaining contractual years, Exercisable | 9 years 3 months 26 days | ||
Aggregate intrinsic value | $ 7,437,915 | $ 7,437,915 | $ 7,437,915 |
Aggregate intrinsic value, Exercisable | $ 5,578,436 | $ 5,578,436 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details 1) - $ / shares | 1 Months Ended | 9 Months Ended |
Jan. 31, 2019 | Sep. 30, 2019 | |
Expected term | 5 years | |
Fair value of underlying ordinary share | $ 9.3653 | $ 1.466 |
Option [Member] | ||
Risk-free interest rate | 2.77% | 1.70% |
Expected term | 10 years | 5 years 7 months 13 days |
Volatility rate | 36.10% | 36.10% |
Dividend yield | 0.00% | 0.00% |
Exercise multiple | $ 2.8 | |
Fair value of underlying ordinary share | $ 9.5573 | $ 4.04 |
Share-Based Compensation (Det_3
Share-Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 16, 2019 | Jan. 21, 2019 | Aug. 28, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jan. 31, 2019 | |
Share-Based Compensation (Textual) | |||||||||
Share-based compensation | $ 167,752 | $ 7,652,965 | $ 7,820,717 | ||||||
Future grants | 7,880,136 | 0 | |||||||
Fair value of share options granted | $ 1.466 | $ 1.466 | $ 9.3653 | ||||||
Compensation expense | $ 7,820,717 | ||||||||
Unrecognized compensation expenses | 236,864 | ||||||||
General and Administrative Expense [Member] | |||||||||
Share-Based Compensation (Textual) | |||||||||
Share-based compensation | $ 1,028,294 | ||||||||
Eemployee Options [Member] | |||||||||
Share-Based Compensation (Textual) | |||||||||
Number of shares, Granted | 276,000 | 84,905 | 84,905 | ||||||
Option vesting description | The Company granted to an employee options to purchase 276,000 common shares of the Company on September 16, 2019 with the vesting schedule of: 40% of the options to be vested on October 1, 2019, and 20% of the options to be vested each October 1 thereafter. | Granted to an employee (100,000 shares, then converted into 84,905 shares): 25% of the options is to be vested on April 30, 2019, and 1/48 of the options to be vested each month thereafter. The employee resigned from Xynomic Pharma in May 2019 and the remaining unvested 75% of the options were forfeited. | |||||||
Non Employee [Member] | |||||||||
Share-Based Compensation (Textual) | |||||||||
Number of shares, Granted | 667,389 | 786,046 | |||||||
Option vesting description | Granted to a non-employee (786,046 shares, then converted into 667,389 shares): 25% of the options is to be vested on August 31, 2019, and 1/48 of the options to be vested each month thereafter, subject to an acceleration vesting schedule that 75% is to be issued upon completion of Xynomic Pharma's merger with Bison Capital Acquisition Corp, and 25% to be issued in one year after the closing of the merger. The cost of the share options granted to the non-employee was fully recognized at the grant date, as no substantive future services are required. | ||||||||
2018 Stock Incentive Plan [Member] | |||||||||
Share-Based Compensation (Textual) | |||||||||
Ordinary shares under incentive plan, description | Upon this resolution, the Board of Directors and shareholders authorized and reserved 8,908,430 ordinary shares for the issuance under the 2018 Plan. The number of ordinary shares available under the Plan shall increase annually on the first day of each fiscal year, beginning with the second fiscal year following the effective date of this Plan, and continuing until (and including) the fiscal year ending December 31, 2028, with such annual increase equal to the lesser of (i) 3,000,000 ordinary shares, (ii) 5% of the number of ordinary shares issued and outstanding on December 31 of the immediately preceding calendar year, and (iii) an amount determined by the Board. | The Company's Incentive Plan reserved 8,908,430 shares for issuance, and the number of shares reserved for issuance under the Incentive Plan will increase automatically on January 1 of each of 2020 through 2028 by the number of shares equal to the lesser of (i) 3,000,000 shares of Company common stock, (ii) 5% of the number of shares of Company common stock issued and outstanding on December 31 of the immediately preceding calendar year, and (iii) an amount determined by the board of directors. | |||||||
Number of shares, Granted | 886,046 |