Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 29, 2020 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Voluntary Filers | No | ||
Entity Well-Known Seasoned Issuer | No | ||
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 Public Float | $ 29,464,734 | ||
Entity File Number | 001-38120 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | D8 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash | $ 92,661 | $ 4,746,370 | |
Prepaid expenses | 330,072 | 277,750 | |
Total current assets | 422,733 | 5,024,120 | |
Property and equipment, net | 290,415 | 280,730 | |
Intangible assets, net | 1,057 | 1,937 | |
Other non-current assets | 223,312 | 155,176 | |
TOTAL ASSETS | 937,517 | 5,461,963 | |
Current liabilities: | |||
Bank overdraft | 4,954 | ||
Accrued expenses and other current liabilities | 20,883,560 | 14,407,261 | |
Promissory note - related party | 404,900 | ||
Amount due to shareholders | 2,212,878 | 3,233,728 | |
Total current liabilities and total liabilities | 23,501,338 | 17,645,943 | |
Commitments and Contingencies | |||
Mezzanine equity: | |||
Total mezzanine equity | 7,910,748 | ||
Shareholders' deficit: | |||
Preferred Stock (par value $0.0001 per share as of December 31, 2018 and 2019; 50,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2018 and 2019 | [1] | ||
Common stock (par value $0.0001 per share as of December 31, 2018 and 2019; 200,000,000 shares authorized, 8,165,377 and 46,273,846 shares issued and outstanding as of December 31, 2018 and 2019, respectively) | [1] | 4,627 | 817 |
Additional paid-in capital | [1] | 36,819,735 | 14,169,060 |
Accumulated other comprehensive income | 38,821 | 58,564 | |
Accumulated deficit | (59,427,004) | (34,323,169) | |
Total shareholders' deficit | (22,563,821) | (20,094,728) | |
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' DEFICIT | 937,517 | 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 | ||
[1] | See Note 1 for discussion of reverse recapitalization given effect herein. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 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 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Operating expenses: | |||
Research and development | $ 12,090,710 | $ 25,159,602 | |
General and administrative | 12,922,046 | 3,049,353 | |
General and administrative to related parties | 25,908 | 362,336 | |
Total operating expenses | 25,038,664 | 28,571,291 | |
Loss from operations | (25,038,664) | (28,571,291) | |
Other income/(expenses) | |||
Investment income | 16,541 | ||
Interest income | 2,630 | ||
Interest expenses to a related party | (67,801) | (32,874) | |
Loss before income tax benefit | (25,103,835) | (28,587,624) | |
Income tax | |||
Net loss | (25,103,835) | (28,587,624) | |
Accretion to preferred share redemption value | (1,697,978) | (2,831,085) | |
Net loss attributable to ordinary shareholders | (26,801,813) | (31,418,709) | |
Other comprehensive (loss)/income: | |||
Foreign currency translation adjustment, net of nil income taxes | (19,743) | 58,564 | |
Unrealized gain on available for sale securities, net of nil income taxes | 16,541 | ||
Less: reclassification adjustment for gain on available for sale securities realized in net income, net of nil income taxes | (16,541) | ||
Total other comprehensive (loss)/income | (19,743) | 58,564 | |
Comprehensive loss attributable to ordinary shareholders | $ (26,821,556) | $ (31,360,145) | |
Weighted average ordinary shares outstanding - basic and diluted | [1] | 32,283,340 | 8,165,377 |
Loss per share - basic and diluted | [1] | $ (0.83) | $ (3.85) |
[1] | See Note 1 for discussion of reverse recapitalization given effect herein. |
Consolidated Statements of Chan
Consolidated Statements of Changes In Shareholders' Deficit - USD ($) | Ordinary | Additional paid-in capital | [1] | Accumulated other comprehensive income | Accumulated deficit | Total | ||
Balance at Dec. 31, 2017 | $ 817 | [1] | $ 145 | $ (5,735,545) | $ (5,734,583) | |||
Balance, shares at Dec. 31, 2017 | [1] | 8,165,377 | ||||||
Redeemable convertible preferred shares redemption value accretion | [1] | (2,831,085) | (2,831,085) | |||||
Beneficial conversion feature of Series B Preferred Shares | [1] | 17,000,000 | 17,000,000 | |||||
Unrealized holding gains on available-for-sale security, net of nil income taxes | [1] | 16,541 | 16,541 | |||||
Reclassification adjustment for gains on available-for-sale securities realized in net income, net of nil income taxes | [1] | (16,541) | (16,541) | |||||
Foreign currency translation adjustment, net of nil income taxes | [1] | 58,564 | 58,564 | |||||
Net loss | [1] | (28,587,624) | (28,587,624) | |||||
Balance at Dec. 31, 2018 | $ 817 | [1] | 14,169,060 | 58,564 | (34,323,169) | (20,094,728) | ||
Balance, shares at Dec. 31, 2018 | [1] | 8,165,377 | ||||||
Redeemable convertible preferred shares redemption value accretion | [1] | (1,697,978) | (1,697,978) | |||||
Issuance of backstop common shares for cash and loan conversion | $ 76 | [1] | 7,672,035 | 7,672,111 | ||||
Issuance of backstop common shares for cash and loan conversion, shares | [1] | 755,873 | ||||||
Conversion of promissory notes and Rights to common shares | $ 5 | [1] | 499,995 | 500,000 | ||||
Conversion of promissory notes and Rights to common shares, shares | [1] | 55,000 | ||||||
Conversion of Rights to common shares | $ 64 | [1] | (64) | |||||
Conversion of Rights to common shares, shares | [1] | 646,955 | ||||||
Conversion of Preferred Shares to common shares | $ 3,469 | [1] | 9,605,257 | 9,608,726 | ||||
Conversion of Preferred Shares to common shares, shares | [1] | 34,695,395 | ||||||
Combination with Xynomic Pharmaceuticals, Inc. | $ 196 | [1] | (1,499,359) | (1,499,163) | ||||
Combination with Xynomic Pharmaceuticals, Inc. shares | [1] | 1,955,246 | ||||||
Share-based compensation | [1] | 8,070,789 | 8,070,789 | |||||
Foreign currency translation adjustment, net of nil income taxes | [1] | (19,743) | (19,743) | |||||
Net loss | [1] | (25,103,835) | (25,103,835) | |||||
Balance at Dec. 31, 2019 | $ 4,627 | [1] | $ 36,819,735 | $ 38,821 | $ (59,427,004) | $ (22,563,821) | ||
Balance, shares at Dec. 31, 2019 | [1] | 46,273,846 | ||||||
[1] | See Note 1 for discussion of reverse recapitalization given effect herein. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (25,103,835) | $ (28,587,624) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 8,070,789 | |
Investment income | (16,541) | |
Amortization | 1,350 | 605 |
Depreciation | 63,557 | 505 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (83,374) | (266,910) |
Prepaid expenses to a shareholder | 116,244 | |
Other non-current assets | (69,784) | (157,483) |
Accrued expenses and other payables | 6,346,587 | 14,074,501 |
Amount due to shareholders | 100,044 | 113,514 |
Net cash used in operating activities | (10,674,666) | (14,723,189) |
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 | (48,059) | (176,815) |
Purchase of intangible assets | (472) | (684) |
Cash withdrawn from Trust Account | 63,310,884 | |
Net cash provided by/(used in) investing activities | 63,262,353 | (129,351) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Bank overdraft | (4,954) | (28,665) |
Proceeds from advance from a Series B shareholder | 1,425,959 | |
Repayment of advance from a Series B shareholder | (733,417) | (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 | (64,071,618) | |
Repayment of advance from a shareholder | (130,059) | |
Advance from a shareholder | 2,303,308 | 1,407,054 |
Net cash (used in)/provided by financing activities | (57,220,482) | 19,570,965 |
Effect of foreign exchange rate changes on cash | (20,914) | (72,399) |
NET (DECREASE)/INCREASE IN CASH | (4,653,709) | 4,646,026 |
CASH, BEGINNING OF THE YEAR | 4,746,370 | 100,344 |
CASH, END OF THE YEAR | 92,661 | 4,746,370 |
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 | 22,551 | 112,108 |
Discount due to beneficial conversion feature | 17,000,000 | |
Convertible notes converted into Series B Preferred Shares | 2,500,000 | |
Preferred shares converted into Xynomic Pharma ordinary shares | 9,608,726 | |
Loans converted into backstop ordinary shares | 2,700,753 | |
Promissory notes converted into common shares | $ 500,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 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 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 determined not to continue extending for additional calendar months, its obligation to make Contributions following such determination would 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 Merger Consideration Shares, 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, Merger Consideration Shares was adjusted to include an additional 9,852,216 shares of common stock in aggregate as a result that Xynomic Pharma obtained a worldwide exclusive license to the Phase II-ready oncology drug identified in the Merger Agreement (XP-105) in December 2018, prior to the Closing Date (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 % Upon the closing of the Mergers, the outstanding ordinary shares of Xynomic Pharma were exchanged for shares of common stock of the Company at an exchange ratio of one ordinary share of Xynomic Pharma to 0.849 shares of the Company common stock (the "Exchange Ratio). Except as otherwise noted, all common share amounts and per share amounts have been adjusted to reflect this Exchange Ratio, which was effected upon the Merger. 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. In addition, the historically issued and outstanding Bison Capital Acquisition Corp.'s ordinary shares have been re-casted to retrospectively reflect the number of ordinary shares issued in the Merger in all periods presented. The ordinary shares were adjusted retrospectively from $962 to $817, and the additional paid-in capital was adjusted retrospectively from $14,168,915 to $14,169,060, respectively, as of December 31, 2018. The consolidated statements of changes in shareholders' deficit for the year ended December 31, 2018 was also adjusted retrospectively to reflect the change. The loss per share was adjusted retrospectively from $3.27 to $3.85 for the year ended December 31, 2018. On May 14, 2019, prior to the Closing, the Company relocated 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 (See Note 9). 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 $2,500,000, which were converted into 776,633 Series B Preferred Shares in August 2018. Further in August 2018, Xynomic Pharma raised $17 million by issuance of 5,281,101 Series B Preferred Shares to certain investors, including the conversion of convertible notes of $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. In addition to the above, Yinglin Mark Xu, the founder and CEO of Xynomic Pharma, and Bison Capital advanced $2,303,308 and $444,900 to the Company during the year ended December 31, 2019, respectively. In March, 2020, Xynomic Pharma received a deposit in the amount of RMB24,000,000 under a non-binding letter of intent (the "LOI") that Xynomic Pharma entered into with a pharmaceuticals company in China on January 17, 2020. And on April 30, 2020, Xynomic Pharma entered into a Promissory Note dated April 30, 2020 (the "PPP Note") with Customers Bank as the lender (the "Lender"), pursuant to which the Lender agreed to make a loan to Xynomic Pharma under the Paycheck Protection Program (the "PPP Loan") offered by the U.S. Small Business Administration (the "SBA") in a principal amount of $177,700 pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). 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 $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 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 $25,103,835 and $28,587,624 for the years ended December 31, 2019 and 2018, respectively. Further, as of December 31, 2019 and 2018, the Group had net current liabilities (current assets less current liabilities) of $23,078,605 and $12,621,823 and accumulated deficit of $59,427,004 and $34,323,169, respectively. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules and regulation of the U.S. Securities and Exchange Commission (SEC), and include the financial statements of the Company, Xynomic Pharma and its subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation. (b) Use of Estimates The preparation of 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 expenses in the consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Company's consolidated financial statements include valuation of ordinary shares issued for share-based compensation, the fair value of the ordinary shares to determine the existence of beneficial conversion feature of the redeemable convertible preferred shares and recoverability of deferred tax assets. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. (c) Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of December 31, 2019 and 2018. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. As December 31, 2019, and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits. The Company has not experienced any losses on such accounts. (c) Financial Instruments Financial instruments of the Group primarily consist of cash and amount due to shareholders. The carrying values of the Group's financial instruments approximate their fair values, principally because of the short-term maturity of these instruments or their terms. (e) Short-term Investments For the year ended December 31, 2018, Xynomic Pharma invested $4,447,904, in wealth management products issued by commercial banks in the PRC which are redeemed upon demand of the Group. The Group earned investment income of $16,541 on the wealth management products, which was included in investment income in the consolidated statements of comprehensive loss for the year ended December 31, 2018. As of December 31, 2019 and 2018, there were no balance in short-term investments. (f) Property and Equipment Property and equipment are stated at cost less accumulated depreciation and any recorded impairment. Depreciation on property and equipment is calculated on the straight-line method over the following useful lives of the assets. Electronic equipment 3 years Lab equipment 3-10 years Leasehold improvement The shorter of lease terms and estimated useful lives Property and equipment at December 31, 2019 and 2018 consisted of the following: As of December 31, 2019 2018 Leasehold improvement $ 282,654 $ 276,838 Lab equipment 56,666 - Electronic equipment 14,578 4,379 Property and Equipment $ 353,898 $ 281,217 Less: Accumulated depreciation (63,483 ) (487 ) Property and Equipment, net $ 290,415 $ 280,730 Depreciation expenses were $63,557 and $505 for the year ended December 31, 2019 and 2018, respectively. (g) Intangible Assets Intangible assets are stated at cost less accumulated amortization and any recorded impairment. As of December 31, 2019 2018 Software $ 2,695 2,705 Intangible assets $ 2,695 $ 2,705 Less: Accumulated amortization (1,638 ) (768 ) Intangible assets, net $ 1,057 $ 1,937 Intangible assets mainly consist of externally purchased software which are amortized on a straight-line basis. The weighted-average amortization period of the software is five years. The Group has no intangible assets with indefinite lives. Amortization expenses of $1,350 and $605 were recognized for the years ended December 31, 2019 and 2018, respectively. Estimated amortization expenses of intangible assets for the years ending December 31, 2020, 2021 and 2022 are $409, $409 and $239, respectively. (h) Impairment of Long-lived Assets The Group evaluates the recoverability of long-lived assets, including property and equipment and intangible assets with finite useful lives, whenever events or changes in circumstances indicate that a long-lived asset's carrying amount may not be recoverable. The Group measures the carrying amount of long-lived asset (assets group) against the estimated undiscounted future cash flows associated with the asset (assets group). Impairment exists when the sum of the undiscounted cash flows expected to be generated by that asset is less than the carrying value of the asset (assets group) being evaluated. Impairment loss is calculated as the amount by which the carrying value of the asset (assets group) exceeds its fair value. Fair value is estimated based on various techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Group to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. For the years ended December 31, 2019 and 2018, no impairment loss for long-lived assets was recorded. (i) Research and Development Expenses Elements of research and development expenses primarily include (1) payroll and other related costs of personnel engaged in research and development activities, (2) in-licensed patent rights fee of exclusive development rights of drugs granted to the Group, (3) costs related to preclinical testing of the Group's technologies under development and clinical trials such as payments to contract research organizations ("CROs"), (4) costs to develop the product candidates, including raw materials and supplies related expenses, such as payments to contract manufacture organizations ("CMOs"), (5) other research and development expenses. Research and development expenses are charged to expense as incurred when these expenditures relate to the Group's research and development services and have no alternative future uses. The conditions enabling capitalization of development costs as an asset have not yet been met and, therefore, all development expenditures are recognized in statements of comprehensive loss when incurred. Prepayment for research and development expenses that has not incurred are recognized as prepaid expenses in balance sheets. (j) Income Taxes Deferred income taxes are provided using the asset and liability method. Under this method, deferred income taxes are recognized for net operating losses available for carry-forwards and temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis using enacted tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to reduce the amount of deferred income tax assets if it is considered more likely than not that some portion of, or all of the deferred income tax assets will not be realized. Income taxes are provided for in accordance with the laws and regulations applicable to the Group as enacted by the relevant tax authorities. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than not to be sustained upon audit of the related tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Group records interest and penalties related to unrecognized tax benefits (if any) in general and administrative expenses. (k) Loss per Share Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted loss per ordinary share reflect the potential dilution that could occur if dilutive potential common shares were exercised or converted into ordinary shares. The Group has convertible preferred shares, warrants and stock options which could potentially dilute basic loss per share. The dilutive effect of convertible preferred shares is computed using the treasury stock method. Potential dilutive securities are not included in the calculation of diluted loss per share if the impact is anti-dilutive. (l) 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. (m) Fair Value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: ● Level 1-inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets. ● Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3-inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques. The carrying amounts of cash, accrued expenses and other current liabilities, promissory notes and amount due to shareholders as of December 31, 2019 and 2018 approximate fair value because of the short maturity of these instruments. (n) Commitments and Contingencies In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. (o) Segment Reporting In accordance with ASC 280, Segment Reporting, the Group's chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Group as a whole and hence, the Group has only one reportable segment. The Group does not distinguish between markets or segments for the purpose of internal reporting. The geographic information of the Group's long-lived assets which included property and equipment and intangible assets is as following. As of December 31, 2019 2018 PRC $ 286,582 $ 281,201 United States 4,890 1,466 Total long-lived assets $ 291,472 $ 282,667 (p) 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 years ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 Supplier A $ 3,266,991 27 % * * Supplier B $ 1,854,128 15 % * * Supplier C $ 1,507,130 12 % $ 4,601,128 18 % Supplier D * * $ 11,278,667 45 % Supplier E * * $ 3,500,000 14 % * Represents less than 10% of research and development expenses for the years ended December 31, 2019 and 2018. Concentration of license agreements The Group's most advanced drug candidates in its pipeline are in-licensed as disclosed in Note 11. (q) Foreign currency Items included in the financial statements are measured using their functional currency, which is the currency of the primary economic environment in which the company operates. The accompanying financial statements are presented in United States Dollar ("USD"), which is the Company's functional and presentational currency. Foreign currency transactions are translated using the rate of exchange applicable at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-translation at the year-end of monetary assets and liabilities denominated in foreign currencies are recognized in the statements of comprehensive loss. (r) Recent accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02 ("ASU 2016-02"), Leases. ASU 2016-02 specifies the accounting for leases. For operating leases, ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. ASU 2016-02 is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2018. For all other entities, it is effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. In April 2020, the FASB voted to defer the effective date for ASC 842, Leases ("ASC 842") for private companies and certain not-for-profit entities ("NFPs") for one year. For private companies and private NFPs, the leasing standard will be effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. Since the Company is an emerging growth company, ASC 842 would be effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Management does not plan to early adopt ASU 2016-02 or ASC 842 and is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance is effective for public business entities, certain not-for-profit entities, and certain employee benefit plans for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, ASU 2018-07 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity's adoption date of Topic 606. Management does not plan to early adopt ASU 2018-07 842 and is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13) ("ASU 2018-13"). ASU 2018-13 modifies certain disclosure requirements on fair value measurements, including (i) clarifying narrative disclosure regarding measurement uncertainty from the use of unobservable inputs, if those inputs reasonably could have been different as of the reporting date, (ii) adding certain quantitative disclosures, including (a) changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (b) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and (iii) removing certain fair value measurement disclosure requirements, including (a) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (b) the policy for timing of transfers between levels of the fair value hierarchy and (c) the valuation processes for Level 3 fair value measurements. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until their effective date. Management does not plan to early adopt this guidance and is currently evaluating the impact of adopting ASU No. 2018-13 on its consolidated financial statements. In December 2019, the FASB issued |
Cash
Cash | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
CASH | 3. CASH The Company's cash is deposited in financial institutions at below locations: December 31, December 31, Financial institutions in the mainland of the PRC —Denominated in RMB $ 220 $ 523 Financial institutions in the United States —Denominated in USD 92,441 4,745,847 Total cash balances held at financial institutions $ 92,661 $ 4,746,370 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 4. INCOME TAXES United States The Company was incorporated in the British Virgin Islands on October 7, 2016 and was domesticated as a Delaware corporation on May 14, 2019. Xynomic Pharma, which was incorporated on August 24, 2016, in Wyoming and was redomesticated to Delaware on April 3, 2018. The Company and Xynomic Pharma are subject to statutory U.S. Federal corporate income tax at a rate of 21% and Delaware state income tax at a rate of 8.7% during the year ended December 31, 2019. People's Republic of China Xynomic Nanjing, Xynomic Shanghai and Xynomic Zhongshan are all incorporated in the PRC and are subject to the statutory tax rate of 25% in accordance with the PRC Enterprise Income Tax Law ("EIT Law"). The components of loss before income taxes are as follows: For the year ended 2019 2018 U.S. $ (22,690,744 ) $ (27,038,779 ) PRC (2,413,091 ) (1,548,845 ) Total $ (25,103,835 ) $ (28,587,624 ) Income tax benefits attributable to losses for operations consists of: For the year ended December 31, 2019 Federal: Current $ - Deferred 4,840,625 Foreign: Current - Deferred 581,785 State and local: Current - Deferred 923,856 Increase in valuation allowance (6,346,266 ) Actual income tax benefit $ - The actual income tax benefit reported in the consolidated statements of comprehensive loss differs from the respective amount computed by applying the U.S. Federal statutory income tax rate of 21% for the year ended December 31, 2019 and 2018 due to the following: For the year ended December 31, 2019 2018 Computed "expected" income tax benefit $ 6,195,661 $ 6,003,401 Non-deductible expenses Entertainment (744 ) (498 ) M&A expenses (226,533 ) (296,097 ) Tax rate differential 122,728 61,881 Research and development credit adjustment 255,154 425,478 Increase in valuation allowance (6,346,266 ) (6,194,165 ) Actual income tax benefit $ - $ - The tax effects of the Group's temporary differences that give rise to significant portions of the deferred income tax assets are as follows: As of December 31, 2019 2018 Deferred income tax assets: Tax loss carryforwards $ 11,051,547 $ 6,760,111 Share-based compensation 1,694,866 - Research and development credit carryforwards 861,559 538,580 Advertising cost 27,488 26,578 Less: valuation allowance (13,635,460 ) (7,325,269 ) Total deferred income tax assets, net $ - $ - The movements of the valuation allowance are as follows: For the year ended December 31, 2019 2018 Balance at the beginning of the year $ 7,325,269 $ 1,144,955 Additions 6,346,266 6,194,165 Foreign currency translation adjustment (36,075 ) (13,851 ) Balance at the end of the year $ 13,635,460 $ 7,325,269 As of December 31, 2019 and 2018, the valuation allowance of $13,635,460 and $7,325,269 was related to the deferred income tax assets of the Company and its subsidiaries. As of December 31, 2019 and 2018, management believes it is more likely than not that the Group will not realize the deferred income tax assets based on its historical losses and no foreseeable revenues. As a result, the Company has recorded a full valuation allowance on the deferred tax assets. As of December 31, 2019, $1,436,758 and $2,315,539 of tax loss carryforwards will expire by December 31, 2023 and 2024, respectively, if not used. The Company also has research and development credit carryforwards of $538,580 and $322,979 as of December 31, 2019 that will expire by December 31, 2038 and 2039, respectively. The Internal Revenue Code ("Code") Sections 382 and 383 limits NOL and tax credit carry forwards when an ownership change of more than 50% of the value of the stock in a loss corporation occurs. Accordingly, the ability to utilize remaining NOL and tax credit carryforwards may be significantly restricted. The Company and each of its PRC subsidiaries file income tax returns in the United States and the PRC, respectively. The Company is subject to U.S. federal income tax examination by tax authorities for tax years from 2016. According to the PRC Tax Administration and Collection Law, the statute of limitation is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitation is extended to five years under special circumstances where the underpayment of taxes is more than RMB100,000. In the case of transfer pricing issues, the statute of limitation is 10 years. There is no statute of limitation in the case of tax evasion. The income tax returns of the Company's PRC subsidiaries for the years from 2017 are open to examination by the PRC tax authorities. The income tax returns of the Company's U.S. entities for the years from 2017 are open to examination by the Internal Revenue Service ("IRS"). |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expenses [Abstract] | |
PREPAID EXPENSES | 5. PREPAID EXPENSES Prepaid expenses consist of the following: December 31, December 31, Prepaid research and development expenses $ 242,959 $ 207,988 Prepaid rental expenses 73,173 66,371 Prepaid deposit 13,622 - Others 318 3,391 Total prepaid expenses $ 330,072 $ 277,750 |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER NON-CURRENT ASSETS | 6. OTHER NON-CURRENT ASSETS Other non-current assets consist of the following: December 31, December 31, VAT input tax $ 136,178 $ 52,762 Prepaid insurance 77,797 93,075 Prepayment for equipment 289 - Deposits 9,048 9,339 Total other non-current assets $ 223,312 $ 155,176 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: December 31, December 31, Research and development expense-Contract Research Organizations $ 13,577,405 $ 10,304,750 Research and development expense-Contract Manufacture Organizations 3,713,198 1,874,956 License fee payable 1,000,000 1,000,000 Professional fee 1,190,546 824,360 Consulting fees 853,317 - Payroll and social insurance 229,196 147,692 Payables for equipment 22,349 - Payable for leasehold improvement 102,859 110,736 Short-term debt 78,946 - Employee loan 21,531 - Others 94,213 144,767 Total accrued expenses and other current liabilities $ 20,883,560 $ 14,407,261 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Shares | 12 Months Ended |
Dec. 31, 2019 | |
Redeemable Convertible Preferred Shares [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED SHARES | 8. 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, 2017 $ 537,274 $ 4,542,389 $ - Issuance - - 17,000,000 Discount due to beneficial conversion feature - - (17,000,000 ) Redemption value accretion 42,982 363,391 2,424,712 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 December 31, 2019 $ - $ - $ - Angel Preferred Shares and Series A-1 Preferred Shares In January, 2017, 24,435,379 Redeemable Convertible Angel Preferred Shares ("Angel Preferred Shares") were issued to the founder of Xynomic Pharma, Yinglin Mark Xu, for consideration of $500,000. In February, 2017, Xynomic Pharma entered into a Preferred Share Purchase Agreement ("SPA") with certain investors, pursuant to which 12,147,500 Redeemable Convertible Series A-1 Preferred Shares ("Series A-1 Preferred Shares") were issued for consideration of $4,300,000. Xynomic Pharma has classified the Angel Preferred Shares and the Series A-1 Preferred Shares (collectively "Preferred Shares") as mezzanine equity in the consolidated balance sheets since they are contingently redeemable at the option of the holders or upon the occurrence of an event that is not solely within the control of Xynomic Pharma . Xynomic Pharma has determined that conversion and redemption features embedded in the Preferred Shares are not required to be bifurcated and accounted for as a derivative, as the economic characteristics and risks of the embedded conversion and redemption features are clearly and closely related to that of the Preferred Shares. The Preferred Shares are not readily convertible into cash as there is not a market mechanism in place for trading of Xynomic Pharma's shares. Xynomic Pharma has determined that there was no beneficial conversion feature attributable to any of the Preferred Shares because the initial effective conversion prices of these Preferred Shares were higher than the fair value of Xynomic Pharma's ordinary shares at the relevant commitment dates. In addition, the carrying values of the Preferred Shares are accreted from the share issuance dates to the redemption value on the earliest redemption dates. The accretions are recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital has been exhausted, additional charges are recorded by increasing the accumulated deficit. The rights, preferences and privileges of the Preferred Shares were as follows: Redemption Rights Each holder of the outstanding Preferred Shares may require that Xynomic Pharma redeem all or part of the Preferred Shares held by such holder, if (a) Xynomic Pharma is unable to obtain exclusive global rights of Abexinostat from AbbVie Inc. (or from Pharmacyclics LLC) by April 30, 2017; (b) there is any material breach by any of Xynomic Pharma or by any direct or indirect owners of the ordinary shares of any of their representations, warranties, covenants or other obligations, and such breach has not been cured by the breach party to the satisfaction of such preferred shareholder and the losses (if any) of such preferred shareholder resulting from such breach has not been indemnified within thirty days after receipt of notice from such preferred shareholder; (c) any other class or series of equity securities of Xynomic Pharma becomes redeemable; or (d) the date that any material adverse change in the regulatory environment that will cause the structure of Xynomic Pharma to be in contravention with any applicable laws. The redemption value is an amount equal to 100% of the Preferred Shares plus 8% compound interest per annum and accrued but unpaid dividends. Xynomic Pharma recognizes the redemption value by using redemption price of $500,000 and $4,300,000 respectively plus 8% compound interest for the period from the date on which Xynomic Pharma receives the preferred shares issuance price to each balance sheet date and accretes changes in the redemption value. Changes in the redemption value are considered to be changes in accounting estimates. Conversion Right Each Preferred Share is convertible, at the option of the holder, at any time after the date of issuance of such Preferred Shares according to a conversion ratio, subject to adjustments for dilution, including but not limited to share splits, share combination, share dividends and distribution and certain other events. Each Preferred Share is convertible into a number of ordinary shares determined by dividing the applicable original issuance price by the conversion price. As of December 31, 2019 and 2018, the conversion price of each Preferred Share is the same as its original issuance price, no adjustments to conversion price have occurred, and each Preferred Share is convertible into one ordinary share. Each Preferred Share shall automatically be converted into ordinary shares, at the then applicable preferred share conversion price upon (i) Qualified M&A or Qualified Initial Public Offering ("Qualified IPO") or (ii) written consent of the holders of at least 20% of the voting power of then outstanding Preferred Shares. Dividends rights Preferred Shares holders are entitled to receive dividends at the rate of 8% of the original issuance price. Xynomic Pharma is not obliged to pay such dividends to Preferred Shares holders until a liquidation, winding up or a deemed liquidation event of Xynomic Pharma takes place. The deemed liquidation event represents any sale of shares, merger, consolidation or other similar transaction involving Xynomic Pharma in which its shareholders do not retain a majority of the voting power in the surviving Xynomic Pharma, the exclusive, irrevocable licensing of all or substantially all Xynomic Pharma's intellectual property to a third party, or a sale of all or substantially all Xynomic Pharma's assets. Liquidation Rights At the time of the liquidation, dissolution or winding up (as the case may be), the holder(s) of the Preferred Shares shall be entitled to receive in preference to the holders of ordinary Shares, a liquidation preference per Preferred Share equivalent to 1.4 times the sum of the original issuance price and any accrued and unpaid dividends. Series B Preferred Shares On June 4, 2018, Xynomic Pharma entered into a share purchase agreement with certain investors, pursuant to which a total of 5,281,101 Redeemable Convertible Series B Preferred Shares ("Series B Preferred Shares") were to be issued for an aggregated cash consideration of $17,000,000. On August 16, 2018, the Series B Preferred Shares were issued and $17,000,000 was received, including the conversion of convertible notes of $2.5 million. The rights, preferences and privileges of the Series B Preferred Shares are as follows: Redemption Rights Unless prohibited by Delaware law governing distributions to stockholders, at any time after the earlier of (i) the fifth anniversary of the Series B Preferred Shares original issue date; (ii) occurrence of any material breach of any transaction documents by the corporation or the founder or (iii) the redemption request by the holder of Series A-1 Preferred Shares, each share of Series B Preferred Shares shall be redeemable at the option of each holder of the Series B Preferred Stock, out of funds legally available therefor, at a redemption price per share that equals the sum of (A) 100% of the original issue price per share for Series B Preferred Shares, (B) an amount that would accrue on the original issue price for Series B Preferred Shares at a rate of 12% per annum, for each year such Series B Preferred Shares was outstanding measured from the Series B original issue date, and (C) all the accrued but unpaid dividends on such Series B Preferred Shares. Conversion Right Each preferred share is convertible, at the option of the holder, at any time after the date of issuance of such preferred shares according to a conversion ratio, subject to adjustments for dilution, including but not limited to share splits, share combination, share dividends and distribution and certain other events. Each preferred share is convertible into a number of ordinary shares determined by dividing the applicable original issuance price by the conversion price. The conversion price of each preferred share is the same as its original issuance price and no adjustments to conversion price have occurred, and each Series B Preferred Share is convertible into one ordinary share. Each preferred share shall automatically be converted into ordinary shares, at the then applicable preferred share conversion price upon (a) the closing of the sale of shares of Common Stock to the public at a pre-offering valuation of at least $400,000,000, in a Qualified Initial Public Offering ("Qualified IPO"), or (b) (ii) written consent of the holders of at least 66% of the voting power of then outstanding preferred shares. Dividends rights Preferred shares holders are entitled to receive dividends at the rate of 6% of the original issue price. Xynomic Pharma is not obliged to pay such dividends to preferred shares holders until a liquidation, winding up or a deemed liquidation event of Xynomic Pharma takes place. The deemed liquidation event represents any sale of shares, merger, consolidation or other similar transaction involving Xynomic Pharma in which its shareholders do not retain a majority of the voting power in the surviving company, the exclusive, irrevocable licensing of all or substantially all Xynomic Pharma's intellectual property to a third party, or a sale of all or substantially all Xynomic Pharma's assets. Liquidation Rights At the time of the liquidation, dissolution or winding up, the holders of the preferred shares shall be entitled to receive in preference to the holders of ordinary shares, a liquidation preference per preferred share equivalent to 1.4 times the sum of the original issuance price and any accrued and unpaid dividends. Xynomic Pharma has classified the Series B Preferred Shares as mezzanine equity in the consolidated balance sheets since they are contingently redeemable at the option of the holders or upon the occurrence of an event that is not solely within the control of Xynomic Pharma. Xynomic Pharma has determined that there was a beneficial conversion feature attributable to Series B Preferred Shares, as the initial effective conversion price of the Series B Preferred Shares ($3.22 per share) was lower than the fair value of the ordinary shares at the commitment date ($8.70 per share). The intrinsic value of the beneficial conversion feature, $28,940,433, was greater than the proceeds allocated to the Series B Preferred Shares, $17,000,000. The amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the Series B Preferred Shares, which was $17,000,000. The intrinsic value of the beneficial conversion feature was recorded as additional paid-in capital with a corresponding discount against Series B Preferred Shares issued, which resulted in an initial carrying amount of zero. Xynomic Pharma accretes changes in the redemption value over the period from the date of issuance to the earliest redemption date of the security using the interest method. As the initial carrying amount of Series B Preferred Shares is zero, Xynomic Pharma amortizes the discount using the straight-line method. The accretion is recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital has been exhausted, additional charges are recorded by increasing the accumulated deficit. At the Closing, all of the 40,863,980 outstanding redeemable convertible preferred shares were converted into 34,695,395 common shares of the Company at a conversion ratio of 0.849, same as the other common exchanges upon the merger. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | 9. SHAREHOLDERS' EQUITY Preferred Shares C ommon Stock 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 $64,071,618, 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 to exchange for 9,617,121 outstanding common shares of Xynomic Pharma and 34,695,395 common shares to holders of Xynomic Pharma's 40,863,980 convertible preferred shares as the Merger Consideration Shares. Shares Amount Remove Xynomic Pharma's outstanding common shares (9,617,121 ) (961 ) Issuance of the Company common shares 8,165,377 817 At the same time, the Company issued 755,873 common shares as the Backstop Shares to Yinglin Mark XU and Bison Capital for a consideration of $7,672,111, 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 based on a conversion price of $10.15. 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 December 31, 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 December 31, 2019. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | 10. LOSS PER SHARE Basic and diluted net loss per share for each of the years presented are calculated as follow: Year Ended December 31, 2019 2018 Numerator: Net loss attributable to ordinary shareholders $ (26,801,813 ) $ (31,418,709 ) Denominator: Weighted average number of ordinary shares-basic and diluted 32,283,340 8,165,377 1 Net loss per share-basic and diluted $ (0.83 ) $ (3.85 ) 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. 1 The historically issued and outstanding Xynomic Pharma's ordinary shares have been re-casted to retrospectively reflect the number of ordinary shares issued in the Merger in all periods presented. The weighted average number of ordinary shares-basic and diluted were adjusted retrospectively from 9,617,121 to 8,165,377. |
Licenses Arrangement
Licenses Arrangement | 12 Months Ended |
Dec. 31, 2019 | |
Licenses Arrangement [Abstract] | |
LICENSES ARRANGEMENT | 11. 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 1st milestone payment of $3.5 million in 2018 to Pharmacyclics which were recorded as research and development expenses in 2018. In addition, the Group is obligated to pay the following development and regulatory milestone payments: 1) 2nd milestone payment of $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 $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. The Group is obligated to pay the following development and regulatory milestone payments: 1) 1st milestone payment of $ 1,700,000 upon first dosing of a patient in Phase I Clinical Trial in the US or China; 2) 2nd milestone payment of $ 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 $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 $ 7,000,000 upon the grant of the first marketing authorization of the first indication in the US; 5) 5th milestone payment of $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 December 31, 2019 the Group was obligated to make upfront payments to BII totaling $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 2019. In addition, the Group is obligated to pay the following development and regulatory milestone payments: 1) 1st milestone payment of $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 $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 | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. 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 December 31, 2019 are: Minimum Year ending December 31, 2019, 2020 $ 257,465 2021 243,966 2022 81,990 2023 42,608 2024 43,886 After 2024 18,705 $ 688,620 Rental expenses for operating leases for the years ended December 31, 2019 and 2018 were $283,588 and $139,043, 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, upon the request of the Backstop Investor, 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. As of the date hereof, the Backstop Investor has not requested to register the resales of such Backstop Shares. (c) Other commitments The Company has entered into certain licensing agreements for products currently under development. The Company may be obligated in future periods to make additional payments, which would become due and payable only upon the achievement of certain research and development, regulatory, and approval milestones. The specific timing of such milestones cannot be predicted and depend upon future discretionary research and clinical developments, as well as, regulatory agency actions. Further, under the terms of certain agreements the Company may be obligated to pay commercial milestones contingent upon the realization of sales revenues and sublicense revenues. Due to the long range nature of such commercial milestones, they are neither probable at this time nor predictable, and consequently are not considered contingent milestone payment amounts (See Note 11). The Company is involved in various claims and legal actions arising in the ordinary course of business. Management is of the opinion that the ultimate outcome of these matters would not have a material adverse impact on the financial position of the Company or the results of its operations. In the normal course of business, the Company enters into contracts in which it makes representations and warranties regarding the performance of its services and that its services will not infringe on third party intellectual rights. There have been no significant events related to such representations and warranties in which the Company believes the outcome could result in losses or penalties in the future. (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 respond to the Amendeded Complaint on November 22, 2019. On December 23, 2019, the Plaintiff filed a motion for partial summary judgment for $5,539,201.80 plus pre-judgment and post-judgment interest thereon at the contract rate of 1% per month. On January 24, 2020 Xynomic Pharma responded to this motion for partial summary judgment and asked the Superior Court of the State of Delaware to dismiss this case based on the requirement to resolve any dispute using arbitration first per the Master Services Agreement entered into between Xynomic Pharma and the Plaintiff. On February 21, 2020, the Plaintiff filed a Reply Brief in further support of its motion for partial summary judgment and opposition to Xynomic Pharma's cross-motion for summary judgment. On March 9, 2020, Xynomic submitted its reply brief on its Cross-motion for Summary Judgment. On May 7, 2020, a telephonic hearing was held before Judge on the cross-motions for summary judgment. At the hearing, the Judge found that the parties should engage in mediation, pursuant to the contract. Mediation is scheduled for May 29, 2020. As of December 31, 2019, Xynomic Pharma had $8,443,746 payable to the Plaintiff which was included in accrued expenses and other current liabilities (see Note 7), including $698,022 accrued interest according to the contract. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 13. RELATED PARTY TRANSACTIONS (a) Amount due to shareholders i) Payable due to a shareholder For the years ended December 31, 2019 and 2018, Yinglin Mark Xu, the founder and CEO of Xynomic Pharma, advanced $2,303,308 and $1,407,054, respectively, to Xynomic Pharma to fund its operations. During the year ended December 31, 2019, the Group repaid $130,059 to Yinglin Mark Xu. 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 the total 755,873 Backstop Shares. As of December 31, 2019 and 2018, the amount due to Yinglin Mark XU was $1,631,247 and $2,008,936, respectively, which was included in amount due to shareholders and due on demand. 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 Former 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 $25,908 and $246,092 for the years ended December 31, 2019 and 2018, respectively. The amount due to Eigenbridge, Inc., were $0 and $80,640 as of December 31, 2019 and 2018, 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 $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 $262,743) of the advance from Zhongshan Bison. As of December 31, 2018, the advance from Zhongshan Bison was $1,112,455, which was included in amount due to shareholders. On January 21, 2019, Xynomic Nanjing repaid RMB5,064,000 (equivalent to $733,471) 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 ($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 ($360,286) and all accrued interest to June 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. On May 20, 2020, the due date was further extended to July 15, 2020. The remaining balance of principal and interest totaling $467,451 was included in amount due to shareholders as of December 31, 2019. Xynomic Nanjing accrued interest expense of $67,801 and $32,874 for the advance from Zhongshan Bison for the years ended December 31, 2019 and 2018, respectively. The interest payable to Zhongshan Bison was $98,415 and $31,697 as of December 31, 2019 and 2018, 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 December 31, 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 December 31, 2019, an aggregate of $404,900 is owed by the Company to Bison Capital pursuant to the above loans and due on demand. (b) Service purchased from a shareholder In June 2017, the Group paid $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 $0 and $116,244 for the years ended December 31, 2019 and 2018, respectively. The balance related to the Bridge Pharm International Inc. was nil as of December 31, 2019 and 2018. (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 year ended December 31, 2019, the Company incurred $22,500 in fees for these services. At December 31, 2019, $114,180 administrative fees are included in amount due to shareholders in the balance sheets and are due on demand. 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 $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 | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | 14. 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, 2019, 7,795,231 awards remain available for future grants under the Company's Incentive Plan, respectively. Under the 2018 Plan, Xynomic Pharma granted options to purchase 1,405,298 ordinary shares of it with the below vesting schedule on January 21, 2019, of which 986,046 were converted into options to purchase 837,199 common shares of the Company at the Closing, and 419,252 were forfeited before the Closing: - Granted to three employees (619,252 shares, 200,000 of which were then converted into 169,810 shares; 419,252 were forfeited before the Closing): 25% of the options is to be vested on certain agreed date, and 1/48 of the options to be vested each month thereafter. - 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 year ended December 31, 2019: Weighted Weighted average remaining Aggregate Number of exercise contractual intrinsic Granted to Employee shares price years value Outstanding at January 1, 2019 - $ - $ - Granted 445,810 4.86 Forfeited (63,679 ) 1.18 Outstanding at December 31, 2019 382,131 $ 5.47 9.53 $ 1,001,166 Exercisable as of December 31, 2019 131,626 $ 3.58 9.61 $ 376,896 Weighted Weighted average remaining Aggregate Number of exercise contractual intrinsic Granted to Non-employee shares price years value Outstanding at January 1, 2019 - $ - $ - Granted 667,389 0.12 Forfeited - - Outstanding at December 31, 2019 667,389 $ 0.12 9.07 $ 7,437,915 Exercisable as of December 31, 2019 500,542 $ 0.12 9.07 $ 5,578,436 No options were exercised during the year ended December 31, 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 September 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 $ 9.56 $ 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 weighted average fair value of the share options granted in January 2019 was $10.37 and the grant date fair value of the share options granted in September 2019 was $1.47. Compensation expense of $8,070,789 were recognized in general and administrative relating to the options for the year ended December 31, 2019. As of December 31, 2019, there was $368,292 unrecognized compensation expenses related to non-vested options. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | 15. SUBSEQUENT EVENT The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the 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 consolidated financial statements except for events described below: On January 30, 2020, one of the Contract Research Organizations (the "Plaintiff 2") filed a Demand for Arbitration with the International Centre for Dispute Resolution (ICDR), a division of the American Arbitration Association (AAA). This Demand for Arbitration is related to unpaid invoices addressed to Xynomic Pharma totaling approximately $1.9 million. Xynomic Pharma responded to this Demand for Arbitration on February 17, 2020. On March 31, 2020, Plaintiff 2 proposed a settlement amount of $1,228,826 with Xynomic Pharma. As of December 31, 2019, Xynomic Pharma had $ 1,982,289 payable to the Plaintiff 2 which was included in accrued expenses and other current liabilities (see Note 7). In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to spread throughout the United States and world. It is impossible to predict the effect and ultimate impact of the COVID-19 pandemic as the situation is rapidly evolving. The spread of COVID-19 has caused public health officials to recommend precautions to mitigate the spread of the virus, especially when congregating in populated areas, such as office buildings and hospitals. The Company's corporate headquarters and operations are located in Shanghai and Beijing, China and City of San Diego, California, U.S., where any outbreak of contagious diseases and other adverse public health developments could be materially adverse on the Company's business operations. In response to the highly contagious and sometimes fatal coronavirus inflicting thousands of people in China and the United States, the local government has imposed travel restrictions and quarantines/stay-at-home order to help control the spread of COVID-19. COVID-19 is having a significant effect on overall economic conditions in the United States and the world. The Company is taking all precautionary measures as directed by health authorities and local and national governments. The Company continues to monitor the outbreak of COVID-19 and other closures, or closures for a longer period of time, may be required to help ensure the health and safety of our employees and co-workers. COVID-19 has, and may continue to have, an effect on our research actives and clinical trial processes, as well as global travel. Given the dynamic nature of these circumstances, the duration of business disruption, the impact on our results of operations, financial position and liquidity cannot be reasonably estimated but is expected impact our business for the first quarter and full year of Fiscal 2020. In March, 2020, Xynomic Pharma received a deposit in the amount of RMB24,000,000 (approximately $3.44 million) under a non-binding letter of intent (the "LOI") that Xynomic Pharma entered into with a pharmaceuticals company in China on January 17, 2020. Pursuant to the LOI, the parties will collaborate on the marketing and sales, in China, of certain drugs within Xynomic Pharma's pipeline. In addition, the other party will make equity investment in Xynomic Pharma upon the parties entering into definitive marketing and sales agreements. The deposit is restricted for the purpose of the LOI. If the parties reach agreements, the deposit will be used towards the investment from the other party. If the parties fail to reach definitive agreements before the expiration of the LOI which is 180 days from the date of the LOI, the deposit will be refunded within 7 business days upon request. On April 30, 2020, Xynomic Pharma entered into a Promissory Note dated April 30, 2020 (the "PPP Note") with Customers Bank as the lender (the "Lender"), pursuant to which the Lender agreed to make a loan to Xynomic Pharma under the Paycheck Protection Program (the "PPP Loan") offered by the U.S. Small Business Administration (the "SBA") in a principal amount of $177,700 pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt. The amount that may be forgiven will be calculated in part with reference to Xynomic Pharma's full time headcount during the eight week period following the funding of the PPP Loan. The interest rate on the PPP Note is a fixed rate of 1% per annum. To the extent that the amounts owed under the PPP Loan, or a portion of them, are not forgiven, Xynomic Pharma will be required to make principal and interest payments in monthly installments beginning seven months from May 2020. The PPP Note matures in two years. The PPP Note includes events of default. Upon the occurrence of an event of default, the Lender will have the right to exercise remedies against Xynomic Pharma, including the right to require immediate payment of all amounts due under the PPP Note. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | (a) Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules and regulation of the U.S. Securities and Exchange Commission (SEC), and include the financial statements of the Company, Xynomic Pharma and its subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation. |
Use of Estimates | (b) Use of Estimates The preparation of 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 expenses in the consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Company's consolidated financial statements include valuation of ordinary shares issued for share-based compensation, the fair value of the ordinary shares to determine the existence of beneficial conversion feature of the redeemable convertible preferred shares and recoverability of deferred tax assets. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. |
Cash | (c) Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of December 31, 2019 and 2018. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. As December 31, 2019, and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits. The Company has not experienced any losses on such accounts. |
Financial Instruments | (c) Financial Instruments Financial instruments of the Group primarily consist of cash and amount due to shareholders. The carrying values of the Group's financial instruments approximate their fair values, principally because of the short-term maturity of these instruments or their terms. |
Short-term Investments | (e) Short-term Investments For the year ended December 31, 2018, Xynomic Pharma invested $4,447,904, in wealth management products issued by commercial banks in the PRC which are redeemed upon demand of the Group. The Group earned investment income of $16,541 on the wealth management products, which was included in investment income in the consolidated statements of comprehensive loss for the year ended December 31, 2018. As of December 31, 2019 and 2018, there were no balance in short-term investments. |
Property and Equipment | (f) Property and Equipment Property and equipment are stated at cost less accumulated depreciation and any recorded impairment. Depreciation on property and equipment is calculated on the straight-line method over the following useful lives of the assets. Electronic equipment 3 years Lab equipment 3-10 years Leasehold improvement The shorter of lease terms and estimated useful lives Property and equipment at December 31, 2019 and 2018 consisted of the following: As of December 31, 2019 2018 Leasehold improvement $ 282,654 $ 276,838 Lab equipment 56,666 - Electronic equipment 14,578 4,379 Property and Equipment $ 353,898 $ 281,217 Less: Accumulated depreciation (63,483 ) (487 ) Property and Equipment, net $ 290,415 $ 280,730 Depreciation expenses were $63,557 and $505 for the year ended December 31, 2019 and 2018, respectively. |
Intangible Assets | (g) Intangible Assets Intangible assets are stated at cost less accumulated amortization and any recorded impairment. As of December 31, 2019 2018 Software $ 2,695 2,705 Intangible assets $ 2,695 $ 2,705 Less: Accumulated amortization (1,638 ) (768 ) Intangible assets, net $ 1,057 $ 1,937 Intangible assets mainly consist of externally purchased software which are amortized on a straight-line basis. The weighted-average amortization period of the software is five years. The Group has no intangible assets with indefinite lives. Amortization expenses of $1,350 and $605 were recognized for the years ended December 31, 2019 and 2018, respectively. Estimated amortization expenses of intangible assets for the years ending December 31, 2020, 2021 and 2022 are $409, $409 and $239, respectively. |
Impairment of Long-lived Assets | (h) Impairment of Long-lived Assets The Group evaluates the recoverability of long-lived assets, including property and equipment and intangible assets with finite useful lives, whenever events or changes in circumstances indicate that a long-lived asset's carrying amount may not be recoverable. The Group measures the carrying amount of long-lived asset (assets group) against the estimated undiscounted future cash flows associated with the asset (assets group). Impairment exists when the sum of the undiscounted cash flows expected to be generated by that asset is less than the carrying value of the asset (assets group) being evaluated. Impairment loss is calculated as the amount by which the carrying value of the asset (assets group) exceeds its fair value. Fair value is estimated based on various techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Group to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. For the years ended December 31, 2019 and 2018, no impairment loss for long-lived assets was recorded. |
Research and Development Expenses | (i) Research and Development Expenses Elements of research and development expenses primarily include (1) payroll and other related costs of personnel engaged in research and development activities, (2) in-licensed patent rights fee of exclusive development rights of drugs granted to the Group, (3) costs related to preclinical testing of the Group's technologies under development and clinical trials such as payments to contract research organizations ("CROs"), (4) costs to develop the product candidates, including raw materials and supplies related expenses, such as payments to contract manufacture organizations ("CMOs"), (5) other research and development expenses. Research and development expenses are charged to expense as incurred when these expenditures relate to the Group's research and development services and have no alternative future uses. The conditions enabling capitalization of development costs as an asset have not yet been met and, therefore, all development expenditures are recognized in statements of comprehensive loss when incurred. Prepayment for research and development expenses that has not incurred are recognized as prepaid expenses in balance sheets. |
Income Taxes | (j) Income Taxes Deferred income taxes are provided using the asset and liability method. Under this method, deferred income taxes are recognized for net operating losses available for carry-forwards and temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis using enacted tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to reduce the amount of deferred income tax assets if it is considered more likely than not that some portion of, or all of the deferred income tax assets will not be realized. Income taxes are provided for in accordance with the laws and regulations applicable to the Group as enacted by the relevant tax authorities. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than not to be sustained upon audit of the related tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Group records interest and penalties related to unrecognized tax benefits (if any) in general and administrative expenses. |
Loss per Share | (k) Loss per Share Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted loss per ordinary share reflect the potential dilution that could occur if dilutive potential common shares were exercised or converted into ordinary shares. The Group has convertible preferred shares, warrants and stock options which could potentially dilute basic loss per share. The dilutive effect of convertible preferred shares is computed using the treasury stock method. Potential dilutive securities are not included in the calculation of diluted loss per share if the impact is anti-dilutive. |
Share-based Compensation | (l) 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. |
Fair Value | (m) Fair Value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: ● Level 1-inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets. ● Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3-inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques. The carrying amounts of cash, accrued expenses and other current liabilities, promissory notes and amount due to shareholders as of December 31, 2019 and 2018 approximate fair value because of the short maturity of these instruments. |
Commitments and Contingencies | (n) Commitments and Contingencies In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. |
Segment Reporting | (o) Segment Reporting In accordance with ASC 280, Segment Reporting, the Group's chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Group as a whole and hence, the Group has only one reportable segment. The Group does not distinguish between markets or segments for the purpose of internal reporting. The geographic information of the Group's long-lived assets which included property and equipment and intangible assets is as following. As of December 31, 2019 2018 PRC $ 286,582 $ 281,201 United States 4,890 1,466 Total long-lived assets $ 291,472 $ 282,667 |
Concentration and risk | (p) 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 years ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 Supplier A $ 3,266,991 27 % * * Supplier B $ 1,854,128 15 % * * Supplier C $ 1,507,130 12 % $ 4,601,128 18 % Supplier D * * $ 11,278,667 45 % Supplier E * * $ 3,500,000 14 % * Represents less than 10% of research and development expenses for the years ended December 31, 2019 and 2018. Concentration of license agreements The Group's most advanced drug candidates in its pipeline are in-licensed as disclosed in Note 11. |
Foreign currency | (q) Foreign currency Items included in the financial statements are measured using their functional currency, which is the currency of the primary economic environment in which the company operates. The accompanying financial statements are presented in United States Dollar ("USD"), which is the Company's functional and presentational currency. Foreign currency transactions are translated using the rate of exchange applicable at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-translation at the year-end of monetary assets and liabilities denominated in foreign currencies are recognized in the statements of comprehensive loss. |
Recent accounting pronouncements | (r) Recent accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02 ("ASU 2016-02"), Leases. ASU 2016-02 specifies the accounting for leases. For operating leases, ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. ASU 2016-02 is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2018. For all other entities, it is effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. In April 2020, the FASB voted to defer the effective date for ASC 842, Leases ("ASC 842") for private companies and certain not-for-profit entities ("NFPs") for one year. For private companies and private NFPs, the leasing standard will be effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. Since the Company is an emerging growth company, ASC 842 would be effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Management does not plan to early adopt ASU 2016-02 or ASC 842 and is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance is effective for public business entities, certain not-for-profit entities, and certain employee benefit plans for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, ASU 2018-07 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity's adoption date of Topic 606. Management does not plan to early adopt ASU 2018-07 842 and is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13) ("ASU 2018-13"). ASU 2018-13 modifies certain disclosure requirements on fair value measurements, including (i) clarifying narrative disclosure regarding measurement uncertainty from the use of unobservable inputs, if those inputs reasonably could have been different as of the reporting date, (ii) adding certain quantitative disclosures, including (a) changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (b) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and (iii) removing certain fair value measurement disclosure requirements, including (a) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (b) the policy for timing of transfers between levels of the fair value hierarchy and (c) the valuation processes for Level 3 fair value measurements. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until their effective date. Management does not plan to early adopt this guidance and is currently evaluating the impact of adopting ASU No. 2018-13 on its consolidated financial statements. In December 2019, the FASB issued |
Description of Organization a_2
Description of Organization and Business Operations (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment | Electronic equipment 3 years Lab equipment 3-10 years Leasehold improvement The shorter of lease terms and estimated useful lives As of December 31, 2019 2018 Leasehold improvement $ 282,654 $ 276,838 Lab equipment 56,666 - Electronic equipment 14,578 4,379 Property and Equipment $ 353,898 $ 281,217 Less: Accumulated depreciation (63,483 ) (487 ) Property and Equipment, net $ 290,415 $ 280,730 |
Schedule of intangible assets | As of December 31, 2019 2018 Software $ 2,695 2,705 Intangible assets $ 2,695 $ 2,705 Less: Accumulated amortization (1,638 ) (768 ) Intangible assets, net $ 1,057 $ 1,937 |
Schedule of geographic information of the Group’s long-lived assets | As of December 31, 2019 2018 PRC $ 286,582 $ 281,201 United States 4,890 1,466 Total long-lived assets $ 291,472 $ 282,667 |
Schedule of concentration of suppliers | Year Ended December 31, 2019 2018 Supplier A $ 3,266,991 27 % * * Supplier B $ 1,854,128 15 % * * Supplier C $ 1,507,130 12 % $ 4,601,128 18 % Supplier D * * $ 11,278,667 45 % Supplier E * * $ 3,500,000 14 % * Represents less than 10% of research and development expenses for the years ended December 31, 2019 and 2018. |
Cash (Tables)
Cash (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash deposited in financial institutions | December 31, December 31, Financial institutions in the mainland of the PRC —Denominated in RMB $ 220 $ 523 Financial institutions in the United States —Denominated in USD 92,441 4,745,847 Total cash balances held at financial institutions $ 92,661 $ 4,746,370 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of loss before income taxes | For the year ended 2019 2018 U.S. $ (22,690,744 ) $ (27,038,779 ) PRC (2,413,091 ) (1,548,845 ) Total $ (25,103,835 ) $ (28,587,624 ) |
Schedule of income tax benefits | For the year ended December 31, 2019 Federal: Current $ - Deferred 4,840,625 Foreign: Current - Deferred 581,785 State and local: Current - Deferred 923,856 Increase in valuation allowance (6,346,266 ) Actual income tax benefit $ - |
Schedule of U.S. Federal statutory income tax | For the year ended December 31, 2019 2018 Computed "expected" income tax benefit $ 6,195,661 $ 6,003,401 Non-deductible expenses Entertainment (744 ) (498 ) M&A expenses (226,533 ) (296,097 ) Tax rate differential 122,728 61,881 Research and development credit adjustment 255,154 425,478 Increase in valuation allowance (6,346,266 ) (6,194,165 ) Actual income tax benefit $ - $ - |
Schedule of the deferred income tax assets | As of December 31, 2019 2018 Deferred income tax assets: Tax loss carryforwards $ 11,051,547 $ 6,760,111 Share-based compensation 1,694,866 - Research and development credit carryforwards 861,559 538,580 Advertising cost 27,488 26,578 Less: valuation allowance (13,635,460 ) (7,325,269 ) Total deferred income tax assets, net $ - $ - |
Schedule of movements of the valuation allowance | For the year ended December 31, 2019 2018 Balance at the beginning of the year $ 7,325,269 $ 1,144,955 Additions 6,319,920 6,194,165 Foreign currency translation adjustment (9,729 ) (13,851 ) Balance at the end of the year $ 13,635,460 $ 7,325,269 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expenses [Abstract] | |
Schedules of Prepaid expenses | December 31, December 31, Prepaid research and development expenses $ 242,959 $ 207,988 Prepaid rental expenses 73,173 66,371 Prepaid deposit 13,622 - Others 318 3,391 Total prepaid expenses $ 330,072 $ 277,750 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other non-current assets | December 31, December 31, VAT input tax $ 136,178 $ 52,762 Prepaid insurance 77,797 93,075 Prepayment for equipment 289 - Deposits 9,048 9,339 Total other non-current assets $ 223,312 $ 155,176 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilitie | December 31, December 31, Research and development expense-Contract Research Organizations $ 13,577,405 $ 10,304,750 Research and development expense-Contract Manufacture Organizations 3,713,198 1,874,956 License fee payable 1,000,000 1,000,000 Professional fee 1,190,546 824,360 Consulting fees 853,317 - Payroll and social insurance 229,196 147,692 Payables for equipment 22,349 - Payable for leasehold improvement 102,859 110,736 Short-term debt 78,946 - Employee loan 21,531 - Others 94,213 144,767 Total accrued expenses and other current liabilities $ 20,883,560 $ 14,407,261 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Shares (Tables) | 12 Months Ended |
Dec. 31, 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, 2017 $ 537,274 $ 4,542,389 $ - Issuance - - 17,000,000 Discount due to beneficial conversion feature - - (17,000,000 ) Redemption value accretion 42,982 363,391 2,424,712 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 December 31, 2019 $ - $ - $ - |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of sharesholders' equity | Shares Amount Remove Xynomic Pharma's outstanding common shares (9,617,121 ) (961 ) Issuance of the Company common shares 8,165,377 817 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share for each of the periods | Year Ended December 31, 2019 2018 Numerator: Net loss attributable to ordinary shareholders $ (26,801,813 ) $ (31,418,709 ) Denominator: Weighted average number of ordinary shares-basic and diluted 32,283,340 8,165,377 1 Net loss per share-basic and diluted $ (0.83 ) $ (3.85 ) 1 The historically issued and outstanding Xynomic Pharma's ordinary shares have been re-casted to retrospectively reflect the number of ordinary shares issued in the Merger in all periods presented. The weighted average number of ordinary shares-basic and diluted were adjusted retrospectively from 9,617,121 to 8,165,377. |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | Minimum Year ending December 31, 2019, 2020 $ 257,465 2021 243,966 2022 81,990 2023 42,608 2024 43,886 After 2024 18,705 $ 688, 620 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 Outstanding at January 1, 2019 - $ - $ - Granted 445,810 4.86 Forfeited (63,679 ) 1.18 Outstanding at December 31, 2019 382,131 $ 5.47 9.53 $ 1,001,166 Exercisable as of December 31, 2019 131,626 $ 3.58 9.61 $ 376,896 Weighted Weighted average remaining Aggregate Number of exercise contractual intrinsic Granted to Non-employee shares price years value Outstanding at January 1, 2019 - $ - $ - Granted 667,389 0.12 Forfeited - - Outstanding at December 31, 2019 667,389 $ 0.12 9.07 $ 7,437,915 Exercisable as of December 31, 2019 500,542 $ 0.12 9.07 $ 5,578,436 |
Schedule of assumptions used in the option-pricing model | January September 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 $ 9.56 $ 4.04 |
Description of Organization a_3
Description of Organization and Business Operations (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Xynomic Pharmaceuticals (Nanjing) Co., Ltd. (“Xynomic Nanjing”) [Member] | |
Date of incorporation | Nov. 20, 2017 |
Place of incorporation /establishment | PRC |
Percentage of economic ownership | 100.00% |
Xynomic Pharmaceuticals (Shanghai) Co., Ltd. (“Xynomic Shanghai”) [Member] | |
Date of incorporation | Jul. 31, 2018 |
Place of incorporation /establishment | PRC |
Percentage of economic ownership | 100.00% |
Xynomic Pharmaceuticals (Zhongshan) Co., Ltd. (“Xynomic 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) | May 15, 2019shares | May 14, 2019shares | Apr. 03, 2018USD ($) | May 31, 2019USD ($)$ / sharesshares | Mar. 03, 2019$ / shares | Aug. 31, 2018USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Mar. 31, 2020CNY (¥) | |
Description of Organization and Business Operations (Textual) | ||||||||||
Commitment from related party contribute loan | $ / shares | $ 0.02 | |||||||||
Per share value | $ / shares | $ 0.849 | |||||||||
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 (See Note 9). | |||||||||
Ordinary shares | [1] | $ 4,627 | $ 817 | |||||||
Additional paid-in capital | [1] | $ 36,819,735 | $ 14,169,060 | |||||||
Loss per share | $ / shares | [1] | $ (0.83) | $ (3.85) | |||||||
Proceeds from issuance of convertible notes | $ 2,500,000 | |||||||||
Proceeds from issuance of Series B Preferred Shares | 14,500,000 | |||||||||
Proceeds from advance amount | 1,425,959 | |||||||||
NASDAQ Stock Market LLC, 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 $5 million in stockholders’ equity. | |||||||||
Net loss | (25,103,835) | (28,587,624) | ||||||||
Net current liabilities (current assets less current liabilities | 23,078,605 | 12,621,823 | ||||||||
Accumulated deficit | (59,427,004) | (34,323,169) | ||||||||
Exchange ratio, description | Upon the closing of the Mergers, the outstanding ordinary shares of Xynomic Pharma were exchanged for shares of common stock of the Company at an exchange ratio of one ordinary share of Xynomic Pharma to 0.849 shares of the Company common stock (the “Exchange Ratio). Except as otherwise noted, all common share amounts and per share amounts have been adjusted to reflect this Exchange Ratio, which was effected upon the Merger. | |||||||||
Received a deposit in amount | ¥ | ¥ 24,000,000 | |||||||||
Principal amount | 177,700 | |||||||||
Series B Preferred Shares [Member] | ||||||||||
Description of Organization and Business Operations (Textual) | ||||||||||
Preferred shares | 2,424,712 | |||||||||
Minimum [Member] | ||||||||||
Description of Organization and Business Operations (Textual) | ||||||||||
Ordinary shares | 817 | |||||||||
Additional paid-in capital | $ 14,168,915 | |||||||||
Loss per share | $ / shares | $ 3.85 | |||||||||
Maximum [Member] | ||||||||||
Description of Organization and Business Operations (Textual) | ||||||||||
Ordinary shares | $ 962 | |||||||||
Additional paid-in capital | $ 14,169,060 | |||||||||
Loss per share | $ / shares | $ 3.27 | |||||||||
Xynomic Pharma [Member ] | ||||||||||
Description of Organization and Business Operations (Textual) | ||||||||||
Aggregate loan amount | $ 16,062 | |||||||||
Shares value of not redeemed | shares | 803,080 | |||||||||
Per share value | $ / shares | $ 0.02 | |||||||||
Yinglin Mark Xu [Member] | ||||||||||
Description of Organization and Business Operations (Textual) | ||||||||||
Proceeds from advance amount | 2,303,308 | |||||||||
Bison Capital [Member] | ||||||||||
Description of Organization and Business Operations (Textual) | ||||||||||
Aggregate loan amount | 404,900 | |||||||||
Cash considerations | 7,672,111 | |||||||||
Proceeds from advance amount | $ 444,900 | |||||||||
Xynomic Pharma [Member ] | ||||||||||
Description of Organization and Business Operations (Textual) | ||||||||||
Aggregate common stock, shares | shares | 9,852,216 | |||||||||
Proceeds from issuance of convertible notes | $ 2,500,000 | |||||||||
Converted into Series B Preferred Shares | shares | 776,633 | |||||||||
Proceeds from issuance of Series B Preferred Shares | $ 17,000,000 | |||||||||
Issuance of backstop common shares | shares | 755,873 | |||||||||
Cash considerations | $ 7,672,111 | |||||||||
Xynomic Pharma [Member ] | Series B Preferred Shares [Member] | ||||||||||
Description of Organization and Business Operations (Textual) | ||||||||||
Per share value | $ / shares | $ 3.22 | |||||||||
Preferred shares | 5,281,101 | |||||||||
Conversion of convertible notes | $ 2,500,000 | |||||||||
Private Units [Member] | ||||||||||
Description of Organization and Business Operations (Textual) | ||||||||||
Number of stock units issued | shares | 432,062 | |||||||||
Initial Public Offering [Member] | ||||||||||
Description of Organization and Business Operations (Textual) | ||||||||||
Number of stock units issued | shares | 6,037,500 | |||||||||
Merger Agreement [Member] | ||||||||||
Description of Organization and Business Operations (Textual) | ||||||||||
Number of stock units issued | shares | 42,860,772 | |||||||||
Escrow deposit | shares | 1,285,822 | |||||||||
[1] | See Note 1 for discussion of reverse recapitalization given effect herein. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Leasehold Improvements [Member] | |
Estimated useful lives of the assets | The shorter of lease terms and estimated useful lives |
Electronic equipment [Member] | |
Useful lives of the assets | 3 years |
Lab equipment [Member] | Minimum [Member] | |
Useful lives of the assets | 3 years |
Lab equipment [Member] | Maximum [Member] | |
Useful lives of the assets | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property and Equipment | $ 353,898 | $ 281,217 |
Less: Accumulated depreciation | (63,483) | (487) |
Property and Equipment, net | 290,415 | 280,730 |
Leasehold improvement [Member] | ||
Property and Equipment | 282,654 | 276,838 |
Lab equipment [Member] | ||
Property and Equipment | 56,666 | |
Electronic equipment [Member] | ||
Property and Equipment | $ 14,578 | $ 4,379 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible assets | $ 2,695 | $ 2,705 |
Less: Accumulated amortization | (1,638) | (768) |
Intangible assets, net | 1,057 | 1,937 |
Software [Member] | ||
Intangible assets | $ 2,695 | $ 2,705 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total long-lived assets | $ 291,472 | $ 282,667 |
PRC [Member] | RMB [Member] | ||
Total long-lived assets | 286,582 | 281,201 |
United States [Member] | ||
Total long-lived assets | $ 4,890 | $ 1,466 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details 4) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | |||
Research and development activities | $ 12,090,710 | $ 25,159,602 | ||
Supplier A [Member] | ||||
Research and development activities | $ 3,266,991 | [1] | ||
Concentration and risk Percentage | 27.00% | [1] | ||
Supplier B [Member] | ||||
Research and development activities | $ 1,854,128 | [1] | ||
Concentration and risk Percentage | 15.00% | [1] | ||
Supplier C [Member] | ||||
Research and development activities | $ 1,507,130 | $ 4,601,128 | ||
Concentration and risk Percentage | 12.00% | 18.00% | ||
Supplier D [Member] | ||||
Research and development activities | [1] | $ 11,278,667 | ||
Concentration and risk Percentage | [1] | 45.00% | ||
Supplier E [Member] | ||||
Research and development activities | [1] | $ 3,500,000 | ||
Concentration and risk Percentage | [1] | 14.00% | ||
[1] | Represents less than 10% of research and development expenses for the years ended December 31, 2019 and 2018. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies (Textual) | ||||||
Research and development expenses description | less than 10% | less than 10% | ||||
Stockholders' equity | $ (22,563,821) | $ (20,094,728) | $ (5,734,583) | |||
Purchase of short-term investments | (4,447,904) | |||||
Investment income | (16,541) | |||||
Depreciation expenses | 63,557 | 505 | ||||
Amortization expenses | $ 1,350 | $ 605 | ||||
Forecast [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Amortization expenses | $ 239 | $ 409 | $ 409 |
Cash (Details)
Cash (Details) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) |
Total cash balances held at financial institutions | $ 92,661 | $ 4,746,370 | ||
Financial institutions in the United States [Member] | ||||
Total cash balances held at financial institutions | $ 92,441 | $ 4,745,847 | ||
Financial institutions in the mainland of the PRC [Member] | RMB [Member] | ||||
Total cash balances held at financial institutions | ¥ | ¥ 220 | ¥ 523 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total | $ (25,103,835) | $ (28,587,624) |
U.S. [Member] | ||
Total | (22,690,744) | (27,038,779) |
PRC [Member] | ||
Total | $ (2,413,091) | $ (1,548,845) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Federal: | ||
Current | ||
Deferred | 4,840,625 | |
Foreign: | ||
Current | ||
Deferred | 581,785 | |
State and local: | ||
Current | ||
Deferred | 923,856 | |
Increase in valuation allowance | (6,346,266) | $ (6,194,165) |
Actual income tax benefit |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Computed “expected” income tax benefit | $ 6,195,661 | $ 6,003,401 |
Non-deductible expenses | ||
Entertainment | (744) | (498) |
M&A expenses | (226,533) | (296,097) |
Tax rate differential | 122,728 | 61,881 |
Research and development credit adjustment | 255,154 | 425,478 |
Increase in valuation allowance | (6,346,266) | (6,194,165) |
Actual income tax benefit |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax assets: | ||
Tax loss carryforwards | $ 11,051,547 | $ 6,760,111 |
Share-based compensation | 1,694,866 | |
Research and development credit carryforwards | 861,559 | 538,580 |
Advertising cost | 27,488 | 26,578 |
Less: valuation allowance | (13,635,460) | (7,325,269) |
Total deferred income tax assets, net |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Balance at the beginning of the year | $ 7,325,269 | $ 1,144,955 |
Additions | 6,346,266 | 6,194,165 |
Foreign currency translation adjustment | (36,075) | (13,851) |
Balance at the end of the year | $ 13,635,460 | $ 7,325,269 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes (Textual) | ||
U.S. Federal statutory corporate income tax rate | 21.00% | 21.00% |
Delaware state income tax rate | 8.70% | |
Valuation allowance | $ 13,635,460 | $ 7,325,269 |
Valuation allowance, description | As of December 31, 2019, $1,436,758 and $2,315,539 of tax loss carryforwards will expire by December 31, 2023 and 2024, respectively, if not used. The Company also has research and development credit carryforwards of $538,580 and $322,979 as of December 31, 2019 that will expire by December 31, 2038 and 2039, respectively. | |
U.S. federal income tax, description | According to the PRC Tax Administration and Collection Law, the statute of limitation is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitation is extended to five years under special circumstances where the underpayment of taxes is more than RMB100,000. In the case of transfer pricing issues, the statute of limitation is 10 years. There is no statute of limitation in the case of tax evasion. The income tax returns of the Company’s PRC subsidiaries for the years from 2017 are open to examination by the PRC tax authorities. The income tax returns of the Company’s U.S. entities for the years from 2017 are open to examination by the Internal Revenue Service (“IRS”). | |
NOL and tax credit carry forwards | 50.00% | |
PRC [Member] | ||
Income Taxes (Textual) | ||
U.S. Federal statutory corporate income tax rate | 25.00% | |
Xynomic Pharma [Member ] | ||
Income Taxes (Textual) | ||
U.S. Federal statutory corporate income tax rate | 21.00% |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Expenses [Abstract] | ||
Prepaid research and development expenses | $ 242,959 | $ 207,988 |
Prepaid rental expenses | 73,173 | 66,371 |
Prepaid deposit | 13,622 | |
Others | 318 | 3,391 |
Total prepaid expenses | $ 330,072 | $ 277,750 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
VAT input tax | $ 136,178 | $ 52,762 |
Prepaid insurance | 77,797 | 93,075 |
Prepayment for equipment | 289 | |
Deposits | 9,048 | 9,339 |
Total other non-current assets | $ 223,312 | $ 155,176 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Research and development expense-Contract Research Organizations | $ 13,577,405 | $ 10,304,750 |
Research and development expense-Contract Manufacture Organizations | 3,713,198 | 1,874,956 |
License fee payable | 1,000,000 | 1,000,000 |
Professional fee | 1,190,546 | 824,360 |
Consulting fees | 853,317 | |
Payroll and social insurance | 229,196 | 147,692 |
Payables for equipment | 22,349 | |
Payable for leasehold improvement | 102,859 | 110,736 |
Short-term debt | 78,946 | |
Employee loan | 21,531 | |
Others | 94,213 | 144,767 |
Total accrued expenses and other current liabilities | $ 20,883,560 | $ 14,407,261 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Shares (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Conversion to common shares | $ 9,608,726 | |
Angel Preferred Shares [Member] | ||
Beginning balance | 580,256 | $ 537,274 |
Issuance | ||
Discount due to beneficial conversion feature | ||
Redemption value accretion | 11,117 | 42,982 |
Conversion to common shares | (591,373) | |
Ending balance | 580,256 | |
Series A-1 Preferred Shares [Member] | ||
Beginning balance | 4,905,780 | 4,542,389 |
Issuance | ||
Discount due to beneficial conversion feature | ||
Redemption value accretion | 93,984 | 363,391 |
Conversion to common shares | (4,999,764) | |
Ending balance | 4,905,780 | |
Series B Preferred Shares [Member] | ||
Beginning balance | 2,424,712 | |
Issuance | 17,000,000 | |
Discount due to beneficial conversion feature | (17,000,000) | |
Redemption value accretion | 1,592,877 | 2,424,712 |
Conversion to common shares | (4,017,589) | |
Ending balance | $ 2,424,712 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Shares (Details Textual) - USD ($) | Aug. 16, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 04, 2018 | Feb. 28, 2017 | Jan. 31, 2017 |
Redeemable Convertible Preferred Shares (Textual) | ||||||
Redeemable convertible preferred shares | 40,863,980 | |||||
Discount due to beneficial conversion feature | $ 17,000,000 | |||||
Initial effective conversion price | $ 0.849 | |||||
Conversion into ordinary shares, 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. | |||||
Preferred shares holders dividends rate | 6.00% | |||||
Xynomic Pharma [Member ] | ||||||
Redeemable Convertible Preferred Shares (Textual) | ||||||
Redeemable convertible preferred shares | 34,695,395 | |||||
Preferred shares redemption, description | The redemption value is an amount equal to 100% of the Preferred Shares plus 8% compound interest per annum and accrued but unpaid dividends. Xynomic Pharma recognizes the redemption value by using redemption price of $500,000 and $4,300,000 respectively plus 8% compound interest for the period from the date on which Xynomic Pharma receives the preferred shares issuance price to each balance sheet date and accretes changes in the redemption value. Changes in the redemption value are considered to be changes in accounting estimates. | |||||
Conversion into ordinary shares, description | (i) Qualified M&A or Qualified Initial Public Offering (“Qualified IPO”) or (ii) written consent of the holders of at least 20% of the voting power of then outstanding Preferred Shares. | |||||
Preferred shares holders dividends rate | 8.00% | |||||
Preferred share conversion price, description | (a) the closing of the sale of shares of Common Stock to the public at a pre-offering valuation of at least $400,000,000, in a Qualified Initial Public Offering (“Qualified IPO”), or (b) (ii) written consent of the holders of at least 66% of the voting power of then outstanding preferred shares. | |||||
Angel Preferred Shares [Member] | ||||||
Redeemable Convertible Preferred Shares (Textual) | ||||||
Redeemable convertible preferred shares | 24,435,379 | |||||
Redeemable Convertible Angel Preferred Shares consideration | $ 500,000 | |||||
Series A-1 Preferred Shares [Member] | ||||||
Redeemable Convertible Preferred Shares (Textual) | ||||||
Redeemable convertible preferred shares | 12,147,500 | |||||
Redeemable Convertible Angel Preferred Shares consideration | $ 4,300,000 | |||||
Series B Preferred Stock [Member] | ||||||
Redeemable Convertible Preferred Shares (Textual) | ||||||
Redeemable convertible preferred shares | 5,281,101 | |||||
Redeemable Convertible Angel Preferred Shares consideration | $ 2,500,000 | $ 17,000,000 | ||||
Issuance preferred shares was received | $ 17,000,000 | |||||
Series B Preferred Stock [Member] | Xynomic Pharma [Member ] | ||||||
Redeemable Convertible Preferred Shares (Textual) | ||||||
Issuance preferred shares was received | $ 17,000,000 | |||||
Intrinsic value of the beneficial conversion feature | 28,940,433 | |||||
Discount due to beneficial conversion feature | $ 17,000,000 | |||||
Initial effective conversion price | $ 3.22 | |||||
Fair value of ordinary per share | $ 8.70 | |||||
Preferred shares redemption, description | (A) 100% of the original issue price per share for Series B Preferred Shares, (B) an amount that would accrue on the original issue price for Series B Preferred Shares at a rate of 12% per annum, for each year such Series B Preferred Shares was outstanding measured from the Series B original issue date, and (C) all the accrued but unpaid dividends on such Series B Preferred Shares. |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)shares | |
Equity [Abstract] | |
Remove Xynomic Pharma's outstanding common shares | shares | (9,617,121) |
Remove Xynomic Pharma's outstanding common shares, amount | $ | $ (961) |
Issuance of the Company common shares | shares | 8,165,377 |
Issuance of the Company common shares, amount | $ | $ 817 |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) - USD ($) | Jan. 02, 2019 | Dec. 31, 2019 | May 15, 2019 | May 14, 2019 | Dec. 31, 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 | 46,273,846 | 8,165,377 | |||||
Ordinary shares, shares outstanding | 46,273,846 | 8,165,377 | |||||
Share per price | $ 11.50 | ||||||
Converted common stocks price per share | $ 0.849 | ||||||
Convertible loans | $ (9,608,726) | ||||||
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 | ||||||
Warrants outstanding | 3,259,779 | ||||||
Convertible preferred shares | 40,863,980 | ||||||
A conversion price | $ 10.15 | ||||||
Common Stock | |||||||
Shareholders' Equity (Textual) | |||||||
Converted common stocks price per share | $ 0.0001 | ||||||
Combination with Xynomic Pharmaceuticals, Inc. shares | [1] | 1,955,246 | |||||
Conversion of rights to common shares, shares | [1] | 646,955 | |||||
Xynomic Pharma's ordinary shares | [1] | 46,273,846 | 8,165,377 | 8,165,377 | |||
Xynomic Pharma's convertible preferred shares as the Merger Consideration Shares | [1] | 34,695,395 | |||||
Issuance of backstop common shares, shares | [1] | 755,873 | |||||
Expected life | 5 years | ||||||
British Virgin Islands [Member] | |||||||
Shareholders' Equity (Textual) | |||||||
Right to redeem public shares | 6,023,689 | ||||||
Amount of right to redeem public shares | $ 64,071,618 | ||||||
Share per price | $ 10.54 | ||||||
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) | ||||||
Bison Capital [Member] | Common Stock | |||||||
Shareholders' Equity (Textual) | |||||||
Convertible loans | $ (500,000) | ||||||
Conversion of converted promissory notes | 5,000 | ||||||
Xynomic Pharma [Member ] | |||||||
Shareholders' Equity (Textual) | |||||||
Ordinary shares, shares issued | 8,165,377 | ||||||
Ordinary shares to exchange for outstanding common shares | 9,617,121 | ||||||
Cash considerations | $ 7,672,111 | ||||||
Converstion of stock, description | (i) Qualified M&A or Qualified Initial Public Offering (“Qualified IPO”) or (ii) written consent of the holders of at least 20% of the voting power of then outstanding Preferred Shares. | ||||||
Convertible preferred shares | 34,695,395 | ||||||
[1] | See Note 1 for discussion of reverse recapitalization given effect herein. |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Numerator: | |||
Net loss attributable to ordinary shareholders | $ (25,103,835) | $ (28,587,624) | |
Denominator: | |||
Weighted average number of ordinary shares-basic and diluted | 32,283,340 | 8,165,377 | [1] |
Net loss per share-basic and diluted | $ (0.83) | $ (3.85) | |
[1] | The historically issued and outstanding Xynomic Pharma's ordinary shares have been re-casted to retrospectively reflect the number of ordinary shares issued in the Merger in all periods presented. The weighted average number of ordinary shares-basic and diluted were adjusted retrospectively from 9,617,121 to 8,165,377. |
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 1st milestone payment of $3.5 million in 2018 to Pharmacyclics which were recorded as research and development expenses in 2018. In addition, the Group is obligated to pay the following development and regulatory milestone payments: 1) 2nd milestone payment of $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 $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 | The Group is obligated to pay the following development and regulatory milestone payments: 1) 1st milestone payment of $ 1,700,000 upon first dosing of a patient in Phase I Clinical Trial in the US or China; 2) 2nd milestone payment of $ 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 $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 $ 7,000,000 upon the grant of the first marketing authorization of the first indication in the US; 5) 5th milestone payment of $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 December 31, 2019 the Group was obligated to make upfront payments to BII totaling $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 2019. In addition, the Group is obligated to pay the following development and regulatory milestone payments: 1) 1st milestone payment of $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 $10,000,000 upon the grant of the first Marketing Authorization of the first indication. |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2019USD ($) |
Year ending December 31, 2019, | |
2020 | $ 257,465 |
2021 | 243,966 |
2022 | 81,990 |
2023 | 42,608 |
2024 | 43,886 |
After 2024 | 18,705 |
Total | $ 688,620 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) | Jul. 12, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies (Textual) | |||
Rental expenses | $ 283,588 | $ 139,043 | |
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 respond to the Amendeded Complaint on November 22, 2019. On December 23, 2019, the Plaintiff filed a motion for partial summary judgment for $5,539,201.80 plus pre-judgment and post-judgment interest thereon at the contract rate of 1% per month. | ||
Payable to plantiff | $ 8,443,746 | ||
Accrued interest | $ 698,022 | ||
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 ($) | Jun. 19, 2017USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | May 14, 2019USD ($)$ / shares |
Related Party Transactions (Textual) | ||||||||||||||||||
Advance from a shareholder | $ 2,303,308 | $ 1,407,054 | ||||||||||||||||
General and administrative services | 12,922,046 | 3,049,353 | ||||||||||||||||
Proceeds from advance amount | 1,425,959 | |||||||||||||||||
Accrued interest expense | $ 67,801 | 32,874 | ||||||||||||||||
Private per units | $ / shares | $ 0.849 | |||||||||||||||||
Remaining balance of principal and interest | $ 467,451 | |||||||||||||||||
Consideration to purchase | 755,873 | |||||||||||||||||
Administrative Services Arrangement [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Fee for services | $ 5,000 | 22,500 | ||||||||||||||||
Administrative fees | 114,180 | |||||||||||||||||
Service purchased shareholder [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
General and administrative services | 0 | 116,244 | ||||||||||||||||
Group payment amount | $ 295,021 | |||||||||||||||||
Xynomic Pharma [Member ] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
General and administrative services | 25,908 | 246,092 | ||||||||||||||||
Interest payable | 698,022 | |||||||||||||||||
Zhongshan Bison [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Proceeds from advance amount | $ 1,425,959 | |||||||||||||||||
Repyament of debt | $ 733,471 | $ 383,097 | ||||||||||||||||
Amount due from related party | 112,455 | |||||||||||||||||
Interest payable | $ 98,415 | 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 | 80,640 | ||||||||||||||||
Bison Capital [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Proceeds from advance amount | 444,900 | |||||||||||||||||
Aggregated loan | 404,900 | |||||||||||||||||
Convertible promissory loans | $ 100,000 | |||||||||||||||||
Short term debt outstanding | $ 500,000 | |||||||||||||||||
Aggregate order to finance transaction costs | 444,900 | |||||||||||||||||
Bison Capital [Member] | Related Party Loans and Promissory Notes [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Lender's discretion converted | $ 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 | $ 2,303,308 | 1,407,054 | ||||||||||||||||
Converted amount | 2,560,754 | |||||||||||||||||
Amount due to related party | 1,631,247 | 2,008,936 | ||||||||||||||||
Proceeds from advance amount | 2,303,308 | |||||||||||||||||
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) | ||||||||||||||||||
Accrued interest expense | $ 67,801 | $ 32,874 | ||||||||||||||||
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 $906,810) to fund its operations and business development before receiving the investment of Series B financing. The Company is required to return the short-term loan within the earliest of (a) 183 days; or (b) 20 business days after receiving the Shanghai Jingshu's investment consideration for Series B Preferred Shares. In August 2018, Xynomic Nanjing has fully repaid the loan. |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Employee [Member] | |
Number of shares, Beginning balance | shares | |
Number of shares, Granted | shares | 445,810 |
Number of shares, Forfeited | shares | (63,679) |
Number of shares, Ending balance | shares | 382,131 |
Number of shares Exercisable | shares | 131,626 |
Weighted average exercise price, Beginning balance | $ / shares | |
Weighted average exercise price, Granted | $ / shares | 4.86 |
Weighted average exercise price, Forfeited | $ / shares | 1.18 |
Weighted average exercise price, Ending balance | $ / shares | 5.47 |
Weighted average exercise price, Exercisable | $ / shares | $ 3.58 |
Weighted remaining contractual years | 9 years 6 months 10 days |
Weighted remaining contractual years, Exercisable | 9 years 7 months 10 days |
Aggregate intrinsic value | $ | $ 1,001,166 |
Aggregate intrinsic value, Exercisable | $ | $ 376,896 |
Non Employee [Member] | |
Number of shares, Beginning balance | shares | |
Number of shares, Granted | shares | 667,389 |
Number of shares, Forfeited | shares | |
Number of shares, Ending balance | shares | 667,389 |
Number of shares Exercisable | shares | 500,542 |
Weighted average exercise price, Beginning balance | $ / shares | |
Weighted average exercise price, Granted | $ / shares | 0.12 |
Weighted average exercise price, Forfeited | $ / shares | |
Weighted average exercise price, Ending balance | $ / shares | 0.12 |
Weighted average exercise price, Exercisable | $ / shares | $ 0.12 |
Weighted remaining contractual years | 9 years 26 days |
Weighted remaining contractual years, Exercisable | 9 years 26 days |
Aggregate intrinsic value | $ | $ 7,437,915 |
Aggregate intrinsic value, Exercisable | $ | $ 5,578,436 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details 1) - Option [Member] - $ / shares | Sep. 30, 2019 | Jan. 31, 2019 |
Risk-free interest rate | 1.70% | 2.77% |
Expected term | 5 years 7 months 13 days | 10 years |
Volatility rate | 36.10% | 36.10% |
Dividend yield | 0.00% | 0.00% |
Exercise multiple | $ 2.8 | |
Fair value of underlying ordinary share | $ 4.04 | $ 9.56 |
Share-Based Compensation (Det_3
Share-Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 16, 2019 | Jan. 21, 2019 | Aug. 28, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jan. 31, 2019 | |
Share-Based Compensation (Textual) | ||||||
Share-based compensation | $ 8,070,789 | |||||
Future grants | 7,795,231 | |||||
Fair value of share options granted | $ 1.47 | $ 10.37 | ||||
Unrecognized compensation expenses | $ 368,292 | |||||
Employee Options [Member] | ||||||
Share-Based Compensation (Textual) | ||||||
Number of shares, Granted | 445,810 | |||||
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 three employees (619,252 shares, 200,000 of which were then converted into 169,810 shares; 419,252 were forfeited before the Closing): 25% of the options is to be vested on certain agreed date, and 1/48 of the options to be vested each month thereafter. | ||||
Non Employee [Member] | ||||||
Share-Based Compensation (Textual) | ||||||
Number of shares, Granted | 667,389 | |||||
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 | 1,405,298 | |||||
Converted into options to purchase | $ 986,046 | $ 837,199 | ||||
Forfeited shares | 419,252 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Jan. 30, 2020 | Dec. 31, 2019 | May 31, 2020 | Apr. 30, 2020 | |
Xynomic Pharma [Member ] | |||||
Subsequent Event (Textual) | |||||
Accrued expenses | $ 1,982,289 | ||||
Forecast [Member] | |||||
Subsequent Event (Textual) | |||||
Interest fixed rate | 1.00% | ||||
Principal amount | $ 177,700 | ||||
Subsequent Event [Member] | |||||
Subsequent Event (Textual) | |||||
Subsequent event, description | Xynomic Pharma received a deposit in the amount of RMB24,000,000 (approximately $3.44 million) under a non-binding letter of intent (the "LOI") that Xynomic Pharma entered into with a pharmaceuticals company in China on January 17, 2020. | Demand for Arbitration is related to unpaid invoices addressed to Xynomic Pharma totaling approximately $1.9 million. Xynomic Pharma responded to this Demand for Arbitration on February 17, 2020. On March 31, 2020, Plaintiff 2 proposed a settlement amount of $1,228,826 with Xynomic Pharma. |