Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 11, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Hoth Therapeutics, Inc. | |
Entity Central Index Key | 0001711786 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Common Stock, Shares Outstanding | 9,669,644 | |
Entity File Number | 001-38803 | |
Entity Incorporation State Country Code | NV | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 3,214,945 | $ 282,621 |
Marketable securities | 804,398 | |
Prepaid expenses | 113,896 | 12,356 |
Deferred offering cost | 206,671 | |
Total current assets | 4,133,239 | 501,648 |
Property and equipment, net | 1,352 | 2,268 |
Restricted cash | 200,000 | |
Total assets | 4,334,591 | 503,916 |
Current liabilities | ||
Accounts payable | 17,703 | 142,280 |
Accrued expenses | 7,610 | 206,671 |
Total current liabilities | 25,313 | 348,951 |
Total liabilities | 25,313 | 348,951 |
Stockholders' equity | ||
Preferred stock value | ||
Common stock, 0.0001 par value, 75,000,000 shares authorized at september 30, 2019 and December 31, 2018; 10,117,762 and 5,071,400 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 1,012 | 507 |
Additional paid-in-capital | 12,612,255 | 4,665,154 |
Accumulated deficit | (8,303,989) | (4,511,006) |
Total stockholders' equity | 4,309,278 | 154,965 |
Total liabilities and stockholders' equity | 4,334,591 | 503,916 |
Series A Preferred Stock | ||
Stockholders' equity | ||
Preferred stock value | $ 310 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 10,117,762 | 5,071,400 |
Common stock, shares outstanding | 10,117,762 | 5,071,400 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 3,102,480 |
Preferred stock, shares outstanding | 0 | 3,102,480 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating costs and expenses | ||||
Research and development | $ 490,266 | $ 299,485 | $ 1,013,950 | $ 557,392 |
Research and development - license acquired | 50,000 | 66,501 | 70,000 | 230,693 |
Compensation and related expenses (including stock-based compensation) | 336,838 | 96,297 | 791,773 | 415,779 |
Professional fees | 643,311 | 107,715 | 1,481,675 | 529,874 |
Rent | 8,354 | 8,263 | 23,617 | 20,702 |
Other expenses | 171,675 | 41,972 | 416,380 | 156,759 |
Total operating expenses | 1,700,444 | 620,233 | 3,797,395 | 1,911,199 |
Loss from operations | (1,700,444) | (620,233) | (3,797,395) | (1,911,199) |
Other income | ||||
Other income , net | 4,412 | 4,412 | ||
Total other income | 4,412 | 4,412 | ||
Net loss | $ (1,696,032) | $ (620,233) | $ (3,792,983) | $ (1,911,199) |
Weighted average number of common shares outstanding, basic and diluted | 9,886,759 | 5,079,517 | 8,842,905 | 5,017,718 |
Net loss per share, basic and diluted | $ (0.17) | $ (0.12) | $ (0.43) | $ (0.38) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 173 | $ 470 | $ 3,199,304 | $ (2,015,481) | $ 1,184,466 |
Balance, shares at Dec. 31, 2017 | 1,725,980 | 4,706,277 | |||
Stock-based compensation | $ 15 | 138,075 | 138,090 | ||
Stock-based compensation, shares | 143,888 | ||||
Stock issued for research and development | $ 4 | 35,996 | 36,000 | ||
Stock issued for research and development, shares | 37,500 | ||||
Stock issued for acquired license | $ 21 | 132,143 | 132,164 | ||
Stock issued for acquired license, shares | 213,166 | ||||
Repurchase of restricted stock to pay for employee withholding taxes | $ (3) | (31,510) | (31,513) | ||
Repurchase of restricted stock to pay for employee withholding taxes, shares | (31,513) | ||||
Issuance of Series A Convertible Preferred Stock and warrants for cash in an offering (net of offering costs of 190,180) | $ 137 | 1,021,417 | 1,021,554 | ||
Issuance of Series A Convertible Preferred Stock and warrants for cash in an offering (net of offering costs of 190,180), shares | 1,376,500 | ||||
Warrant value related to Issuance of Series A Convertible Preferred Stock | 164,766 | 164,766 | |||
Net loss | (1,911,199) | (1,911,199) | |||
Balance at Sep. 30, 2018 | $ 310 | $ 507 | 4,660,191 | (3,926,680) | 734,328 |
Balance, shares at Sep. 30, 2018 | 3,102,480 | 5,069,318 | |||
Balance at Jun. 30, 2018 | $ 310 | $ 508 | 4,673,614 | (3,306,447) | 1,367,985 |
Balance, shares at Jun. 30, 2018 | 3,102,480 | 5,086,943 | |||
Stock-based compensation | $ 1 | 5,588 | 5,589 | ||
Stock-based compensation, shares | 1,388 | ||||
Stock issued for research and development | $ 1 | 12,499 | 12,500 | ||
Stock issued for research and development, shares | 12,500 | ||||
Repurchase of restricted stock to pay for employee withholding taxes | $ (3) | (31,510) | (31,513) | ||
Repurchase of restricted stock to pay for employee withholding taxes, shares | (31,513) | ||||
Net loss | (620,233) | (620,233) | |||
Balance at Sep. 30, 2018 | $ 310 | $ 507 | 4,660,191 | (3,926,680) | 734,328 |
Balance, shares at Sep. 30, 2018 | 3,102,480 | 5,069,318 | |||
Balance at Dec. 31, 2018 | $ 310 | $ 507 | 4,665,154 | (4,511,006) | 154,965 |
Balance, shares at Dec. 31, 2018 | 3,102,480 | 5,071,400 | |||
Conversion of preferred stock to common stock upon completion of the IPO | $ (310) | $ 310 | |||
Conversion of Preferred stock to common stock upon completion of the IPO, shares | 3,102,480 | 3,102,480 | |||
Issuance common stock in the IPO, net of offering cost | $ 125 | 5,840,042 | 5,840,167 | ||
Issuance common stock in the IPO, net of offering cost, shares | 1,250,000 | ||||
Issuance common stock and warrants, net of offering cost | $ 41 | 1,610,089 | 1,610,130 | ||
Issuance common stock and warrants, net of offering cost, shares | 407,424 | ||||
Cashless warrant exercise | $ 22 | (22) | |||
Cashless warrant exercise, shares | 223,877 | ||||
Warrant exercise | $ 2 | 161 | 163 | ||
Warrant exercise, shares | 16,333 | ||||
Stock-based compensation | $ 5 | 496,831 | 496,836 | ||
Stock-based compensation, shares | 46,248 | ||||
Net loss | (3,792,983) | (3,792,983) | |||
Balance at Sep. 30, 2019 | $ 1,012 | 12,612,255 | (8,303,989) | 4,309,278 | |
Balance, shares at Sep. 30, 2019 | 10,117,762 | ||||
Balance at Jun. 30, 2019 | $ 967 | 10,795,410 | (6,607,957) | 4,188,420 | |
Balance, shares at Jun. 30, 2019 | 9,668,256 | ||||
Issuance common stock and warrants, net of offering cost | $ 41 | 1,610,089 | 1,610,130 | ||
Issuance common stock and warrants, net of offering cost, shares | 407,424 | ||||
Stock-based compensation | $ 4 | 206,756 | 206,760 | ||
Stock-based compensation, shares | 42,082 | ||||
Net loss | (1,696,032) | (1,696,032) | |||
Balance at Sep. 30, 2019 | $ 1,012 | $ 12,612,255 | $ (8,303,989) | $ 4,309,278 | |
Balance, shares at Sep. 30, 2019 | 10,117,762 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net of offering costs | $ 190,180 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (3,792,983) | $ (1,911,199) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 916 | 916 |
Research and development-acquired license, expensed | 70,000 | 132,164 |
Stock issued for research and development | 36,000 | |
Stock-based compensation | 496,836 | 138,090 |
Unrealized gain on marketable securities | (4,398) | |
Changes in assets and liabilities: | ||
Prepaid expenses | (101,540) | (19,770) |
Accrued salaries and benefits | (1,542) | |
Accounts payable | (116,967) | (22,223) |
Net cash used in operating activities | (3,448,136) | (1,647,564) |
Cash flows from investing activities | ||
Purchase of marketable securities | (800,000) | |
Purchase of research and development licenses | (70,000) | |
Net cash used in investing activities | (870,000) | |
Cash flows from financing activities | ||
Proceeds from issuance of Series A Convertible Preferred Stock and warrants for cash in an offering, net | 1,186,320 | |
Cash from issuance of common stock in the IPO, net of offering cost | 5,840,167 | |
Cash from issuance common stock and warrants, net of offering cost | 1,610,130 | |
Proceeds from exercise of warrants | 163 | |
Payment of employee withholdings for vested restricted stock | (31,513) | |
Net cash provided by financing activities | 7,450,460 | 1,154,807 |
Net increase (decrease) in cash | 3,132,324 | (492,757) |
Cash and restricted cash, beginning of period | 282,621 | 1,230,440 |
Cash and restricted cash, end of period | 3,414,945 | 737,683 |
Non-cash investing and financing activities | ||
Conversion of preferred stock to common stock upon completion of the IPO | 310 | |
Common stock issued for acquired license | 132,164 | |
Cashless warrant exercise | $ 22 |
Organization and Description of
Organization and Description of Business Operations | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and description of business operations | Note 1-Organization and description of business operations Hoth Therapeutics, Inc. (the "Company") was incorporated under the laws of the State of Nevada on May 16, 2017. The Company's primary asset is a sublicense agreement with Chelexa Biosciences, Inc. ("Chelexa") pursuant to which Chelexa has granted the Company an exclusive sublicense to use its BioLexa Platform (as defined herein), a proprietary, patented, drug compound platform developed at the University of Cincinnati. The license enables the Company to develop the platform for all indications in humans. The Company's initial focus will be on the treatment of eczema. The BioLexa Platform combines a U.S. Food and Drug Administration ("FDA") approved zinc chelator with one or more approved antibiotics in a topical dosage form to address unchecked eczema flare-ups by preventing the formation of infectious biofilms and the resulting clogging of sweat ducts which trigger symptoms. To the Company's knowledge, it is the first product candidate intended to prevent the symptom triggering flare-ups rather than simply treating symptoms when they occur. On May 26, 2017, the Company entered into a sublicense agreement with Chelexa, as amended on August 22, 2018 and August 29, 2018, pursuant to which Chelexa granted the Company an exclusive sublicense to make, use, have made, import, offer for sale, and sell products based upon or involving the use of (i) topical compositions comprising a zinc chelator and gentamicin and (ii) zinc chelators to inhibit biofilm formation (the "BioLexa Platform" or "BioLexa"), which rights were originally granted to Chelexa pursuant to an exclusive license agreement with the University of Cincinnati. In addition, Chelexa granted the Company the right to issue exclusive and nonexclusive sublicenses (with the right to further sublicense to third parties) to make, use, have made, import, offer for sale, and sell products based upon the BioLexa Platform. Company's IPO On February 15, 2019, the Company announced the pricing of its initial public offering (the "IPO") of 1,250,000 shares of its common stock at an initial offering price to the public of $5.60 per share. In addition, the Company granted the underwriters a 45-day option to purchase up to an additional 187,500 shares of common stock at the initial public offering price, less the underwriting discount, to cover over-allotments (the "Green-shoe"), if any. The underwriters did not exercise any portion of the Green-shoe. Therefore, the Company issued 1,250,000 shares of common stock and received net proceeds of $5.8 million from the IPO. The Company's common stock commenced trading on The Nasdaq Capital Market, on February 15, 2019 under the ticker symbol "HOTH". The IPO closed on February 20, 2019. On February 14, 2019, the Company entered into an underwriting agreement with Laidlaw & Co. (UK) Ltd. ("Laidlaw") pursuant to which the Company paid Laidlaw a fee in the amount of 7% of the gross proceeds of the IPO, or $490,000. The Company also reimbursed Laidlaw for certain out-of-pocket expenses, including the fees and disbursements of their counsel, up to an aggregate of $0.2 million. In addition, Laidlaw received five-year warrants to purchase 50,000 shares of common stock of the Company at an exercise price of $7.00 per share. Liquidity and capital resources Accounting Standards Update, or ASU, No. 2014-15, Presentation of Financial Statements - Going Concern, requires management to evaluate the Company's ability to continue as a going concern one year beyond the filing date of the given financial statements. This evaluation requires management to perform two steps. First, management must evaluate whether there are conditions and events that raise substantial doubt about the entity's ability to continue as a going concern. Second, if management concludes that substantial doubt is raised, management is required to consider whether it has plans in place to alleviate that doubt. Disclosures in the notes to the financial statements are required if management concludes that substantial doubt exists or that its plans alleviate the substantial doubt that was raised. The Company has incurred substantial operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As of September 30, 2019, the Company had cash of approximately $3.2 million, marketable securities of $0.8 million, working capital of approximately $4.1 million and an accumulated deficit of approximately $8.3 million. The Company has funded its operations from proceeds from the sale of equity and debt securities. The Company will require significant additional capital to make the investments it needs to execute its longer-term business plan. The Company's ability to successfully raise sufficient funds through the sale of debt or equity securities when needed is subject to many risks and uncertainties and, even if it were successful, future equity issuances would result in dilution to its existing stockholders and any future debt securities may contain covenants that limit the Company's operations or ability to enter into certain transactions. The Company's current cash is sufficient to fund operations for at least the next 12 months; however, the Company will need to raise additional funding through strategic relationships, public or private equity or debt financings, grants or other arrangements to develop and seek regulatory approvals for the Company's existing and new product candidates. If such funding is not available, or not available on terms acceptable to the Company, the Company's current development plan and plans for expansion of its general and administrative infrastructure may be curtailed. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant accounting policies | Note 2-Significant accounting policies Basis of presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company's annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (the "SEC") on April 1, 2019. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. The most significant estimates in the Company's financial statements relate to the valuation of preferred and common stock, stock-based compensation and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company's future results of operations will be affected. Significant Accounting Policies There have been no material changes to the Company's significant accounting policies previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 as filed with the SEC on April 1, 2019. Restricted Cash In November 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ") No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , Cash $ 3,214,945 Restricted cash 200,000 Total cash and restricted cash $ 3,414,945 The $0.2 million restricted cash has been deposited into a third-party escrow account in order to provide a source of funding for certain indemnification obligations the Company has pursuant to its Qualified Independent Underwriter Engagement Agreement. Stock-based compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company records the expense for stock-based compensation awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions at each reporting date. All stock-based compensation costs are recorded in general and administrative or research and development costs in the statements of operations based upon the underlying employees' or non-employees' roles within the Company. Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. Since the Company had a net loss in the periods presented, basic and diluted net loss per common share are the same. The following were excluded from the computation of diluted shares outstanding due to the losses for each period presented, as they would have had an anti-dilutive impact on the Company's net loss: As of September 30, Potentially dilutive securities 2019 2018 Series A Convertible Preferred Stock (Common Stock Equivalent) - 3,102,480 Warrants 1,032,692 991,367 Non-vested restricted stock units 15,282 - Total 1,047,974 4,093,847 Recent accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if currently adopted, would have an effect on the Company's financial statements. |
License Agreements
License Agreements | 9 Months Ended |
Sep. 30, 2019 | |
License Agreement [Abstract] | |
License agreements | Note 3-License agreements Chelexa BioSciences, Inc. On May 26, 2017, the Company entered into a sublicense agreement with Chelexa as amended on August 22, 2018 and August 29, 2018. The term of such agreement will expire on the later of April 16, 2034 and the last to expire patent in the patent rights granted to the Company (the “Term”). The Company shall, in its sole discretion, have the first right of refusal to renew the Term. The Company is subject to total milestone payments of $3.5 million and has agreed to fund all development and commercialization costs related to the licensed products. In addition, during the Term, the Company shall pay royalty payments which shall be based on a percentage of annual aggregate net sales. The George Washington University Effective as of June 1, 2019, the Company and The George Washington University (“GWU”) entered into a sponsored research agreement (the “Sponsored Research Agreement”), as amended on July 29, 2019, with respect to the exploration of the potential use of Aprepitant for topical and/or systemic therapy to counter the dermatological related side-effects of Erlotinib therapy in cancer patients. Pursuant to the terms of the Sponsored Research Agreement, On June 28, 2019 (the “Effective Date”), the Company and GWU entered into a research option agreement (the “Research Option Agreement”) pursuant to which GWU granted the Company an option during the Option Exercise Period (as defined herein) to acquire an exclusive license to certain products made or used by the Company (the “GWU Licensed Product”) that involve certain patents owned by GWU (the “Licensed Patents”). On the Effective Date, the Company paid GWU $2,500, and if the Company enters into a definitive license agreement with GWU, the Company shall pay GWU an additional $10,000 as a license initiation fee. Furthermore, the Company shall issue GWU ten-year warrants (the “GWU Warrants”) to purchase such number of shares of common stock equal to $100,000 upon the date of issuance at an exercise price equal to the closing price of the Company’s common stock as reported on The Nasdaq Capital Market on the date of grant. The GWU Warrants shall vest as follows: 20% upon the date of issuance and 20% each year thereafter for a period of 4 years. Until the first commercial sale of the GWU Licensed Product, the Company shall pay (i) $75,000 per year for the development and commercialization of the GWU Licensed Product, (ii) $2,000 for license maintenance fees on the first anniversary of the Effective Fate and (iii) $5,000 for license maintenance fees commencing on the second anniversary of the Effective Date and thereafter. Furthermore, the Company shall be required to pay GWU a sublicense fee equal to a certain percentage of the sum of all payments plus the fair market value of all other consideration of any kind received by the Company from sublicensees during each quarter as follows: a 40% sublicense fee until the first anniversary of the Effective Date, a 30% sublicense fee until the third anniversary of the Effective Date and a 20% sublicense fee after the third anniversary of the Effective Date; provided, however, such sublicense fee shall exclude certain fees paid to the Company such as certain royalties, loan proceeds and sponsored research funding. Subject to the execution of a definitive license agreement with GWU, the Company shall also pay GWU milestone payments of up to $90,000 in the aggregate and a 2% royalty on net sales, subject to certain minimum royalty requirements. In addition, during each Option Exercise Period and Renewal Period (as defined) the Company shall pay GWU, on a quarterly basis, for all costs and expenses related to the GWU Licensed Patents (the “Patent Costs”). Unless the Research Option Agreement is earlier terminated, it shall expire upon the later of (1) the last day of the Option Exercise Period, (2) the last day of the last Renewal Period for which the Company has timely paid the appropriate Renewal Fee and (3) the last day of the License Negotiation Period. The Company may terminate the Research Option Agreement at any time upon 30 days prior notice. GWU may terminate the Research Option Agreement immediately and without further notice upon the Company’s failure to make payments pursuant to the agreement, the Company’s breach of such agreement or if the Company fails to reimburse GWU for the Patent Costs. “Option Exercise Period” means the period from May 1, 2019 until April 30, 2020. “Renewal Period” means each 12 month renewal of the Option Exercise Period beyond April 30, 2020. “Renewal Fee” means $2,500. “License Negotiation Period” means the period that is 60 days after the receipt by GWU of an option exercise notice delivered by the Company. University of Maryland and Isoprene Pharmaceuticals, Inc. On March 8, 2019, the Company, the University of Maryland, Baltimore (“UMD”) and Isoprene Pharmaceuticals, Inc. (“Isoprene”) entered into a commercial evaluation sublicense and option agreement. In consideration of the rights granted under the agreement, the Company paid an initial option and material access fee of $5,000 to UMD and $5,000 to Isoprene. In the event that Isoprene enters into a master license agreement with UMD (the “MLA”), UMD shall permit Isoprene to grant an exclusive option to the Company to negotiate and obtain an exclusive sublicensable, worldwide royalty-bearing license to the subject technology (the “Isoprene-Hoth Option”); provided, however, in the event Isoprene does not enter into the MLA, UMD may grant the Company an option to negotiate and obtain an exclusive sublicensable, worldwide royalty-bearing license to the subject technology (the “UMD-Hoth Option”). If the Company exercises the Isoprene-Hoth Option, it shall pay Isoprene an option exercise fee of $20,000. If the Company exercises the UMD-Hoth Option, it shall pay UMD an option exercise fee of $20,000. University of Cincinnati On May 18, 2018, the Company entered into an exclusive license agreement with the University of Cincinnati for a patented, novel genetic marker for food allergies. The genetic marker licensed by the Company from the University of Cincinnati (i) is used to identify at risk infants in predicting food allergies, including peanut and milk allergies, (ii) may be used to identify a person’s predisposition to an allergic reaction, thereby avoiding such reaction and (iii) may also determine an individual’s propensity to develop atopic dermatitis, such as eczema. The Company intends to utilize the genetic marker for purposes of determining an individual’s propensity to develop eczema as well as to identify and treat allergies in at-risk infants. Pursuant to the terms of the license agreement, the Company agreed to pay the University of Cincinnati a one-time initial fee of $5,000 within 30 days of the date of the agreement in addition to an annual license fee of $5,000. In addition, the Company agreed to pay the University of Cincinnati a yearly minimum annual royalty of $5,000 and certain milestone payments upon successful proof of concept of determining an individual’s propensity to food allergy and within 30 days of a marketing approval in the U.S. The license agreement will continue until the later of the date upon which a valid claim pursuant to the terms of the license agreement expires or 10 years after the first commercial sale or until earlier terminated pursuant to the terms of the license agreement. Zylö Therapeutics Inc. On August 19, 2019 (the “ Zylö Effective Date”) Zylö Therapeutics, Inc. (“Zylö”) pursuant to which Zylö granted to the Company an exclusive sublicense to the Licensed Patent Rights (as defined in the Sublicense Agreement) and the Licensed Technology (as defined in the Sublicense Agreement) to, among other things, develop, make and sell the Licensed Products (as defined in the Sublicense Agreement) and to practice the Licensed Technology in the United States and Canada for any and all uses within the Field. “Field” means all therapeutic uses related to lupus in human beings, subject to the Field Expansion Rights (as defined in the Sublicense Agreement). The term of the Sublicense Agreement shall commence on the Zylö Effective Date and shall continue until the latest of (i) ten years from the date of First Commercial Sale (as defined in the Sublicense Agreement) of the Licensed Product in such country and (ii) expiration of the last to expire Valid Claim (as defined in the Sublicense Agreement) of the Licensed Patent Rights Zylö shall establish a joint development committee to Zylö (i) an upfront license fee of $50,000 (less the $10,000 previously paid by the Company); (ii) the Company shall purchase equity securities of Zylö in an amount equal to $60,000. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 4-Stockholders’ Equity Preferred Stock The Company is authorized to issue up to 10,000,000 shares of preferred stock. This preferred stock may be issued in one or more series, and shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be determined at the time of issuance by its board of directors without further action by shareholders. As of September 30, 2019, 5,000,000 shares of the Company’s preferred stock has been designated as Series A Preferred Stock. At the time of the IPO, 3,102,480 shares of Series A Preferred Stock which were previously issued were converted into common stock and 1,897,520 shares of Series A Preferred Stock remained authorized. Common Shares On February 15, 2019, the Company announced the pricing of its initial public offering of 1,250,000 shares of its common stock at an initial offering price to the public of $5.60 per share. The Company issued an aggregate of 1,250,000 shares of common stock and received net proceeds of $5.8 million from the IPO. Private Placement of Securities On August 16, 2019 (the “Closing Date”), the Company entered into subscription agreements (the “Subscription Agreements”) and unit purchase agreements (the “Purchase Agreements”) with certain accredited investors (the “Investors”) pursuant to which it sold units (the “Units”) for aggregate gross proceeds of $2,037,120, exclusive of placement agent commission and fees and offering and transaction expenses (the “Offering”). Each Unit was sold at an offering price of $5.00 per Unit and consisted of (i) one share of the Company’s common stock, par value $0.0001 per share and (ii) a warrant (the “Warrant”) to purchase one-half share of common stock. Each Warrant is exercisable for a period of two years beginning six months from the Closing Date at an exercise price of $8.00 per whole share, subject to adjustment. The Company is prohibited from effecting an exercise of the Warrant to the extent that, as a result of such exercise, the holder together with the holder’s affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of the Warrant, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. In addition, pursuant to the terms of the Offering, the Company issued Laidlaw & Company (UK) Ltd. warrants (the “Placement Agent Warrants”) to purchase up to 61,113 shares of common stock. The Placement Agent Warrants are exercisable for a period of five years from the Closing Date (the “Initial Exercise Date”) at an exercise price of $5.00 per share, subject to adjustment. The Warrants may be exercised at any time after the Initial Exercise Date on a cashless basis and contain piggy-back registration rights. Pursuant to the Offering, the Company received $1.6 million in net proceeds from the issuance of 407,424 Units. Restricted Stock Awards During the nine months ended September 30, 2019, 40,000 shares of restricted common stock with a fair value of approximately $0.2 million were granted to consultants. A summary of the Company’s restricted stock grants under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) during the nine months ended September 30, 2019 is as follows: Number of Units Weighted Average Nonvested at December 31, 2018 21,530 $ 0.25 Granted 40,000 5.11 Vested (46,248 ) 4.46 Nonvested at September 30, 2019 15,282 $ 0.25 As of September 30, 2019, the Company had approximately $6,000 of unrecognized stock-based compensation expense which was related to restricted stock awards. The weighted average remaining contractual terms of unvested restricted stock awards is approximately 0.9 years at September 30, 2019. Stock Options On March 6, 2019, the Company granted 50,000 options to purchase common stock of the Company to its CFO pursuant to the 2018 Plan. The aggregate grant date fair value of these options was approximately $0.2 million. The stock options vested in full upon grant. Warrants A summary of warrant activity for the nine months ended September 30, 2019 is as follows: Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2018 991,367 $ 1.00 $ - 5.9 Issued 331,155 6.90 71,816 4.4 Exercised (289,830 ) 0.94 - - Outstanding as of September 30, 2019 1,032,692 $ 2.91 $ 2,445,783 4.5 Warrants exercisable as of September 30, 2019 1,032,692 $ 2.91 $ 2,445,783 4.5 On February 20, 2019, Laidlaw received five-year warrants to purchase 50,000 shares of the Company’s common stock at an exercise price of $7.00 per share. These warrants were not exercisable prior to August 13, 2019. On April 17, 2019, the Company entered into a Master Service Agreement (the “MSA”) with a consultant (the “Consultant”). In consideration for services provided by the Consultant, the Company issued the Consultant a two year warrant to purchase up to 50,000 shares of the Company’s common stock at an exercise price of $0.01 per share (the “Consultant Warrant”). On May 22, 2019, the Company and Consultant agreed to terminate the MSA and number of shares of the Company’s common stock issuable upon exercise of the Consultant Warrant was reduced to 16,333. On June 27, 2019, the Company issued 16,333 shares of common stock upon exercise of the Consultant Warrant which resulted in gross proceeds of approximately $163. On April 16, 2019, the Company issued 176,272 shares of common stock upon the cashless exercise of warrants to purchase up to 215,747 shares of common stock. Those warrants were issued by the Company to Laidlaw pursuant to the terms of its engagement letter with Laidlaw with respect to the private placement of its securities through October 2017 to December 2017. On June 6, 2019, the Company issued 47,605 shares of common stock upon the cashless exercise of warrants to purchase up to 57,750 shares of common stock. On August 16, 2019, in connection with the Offering, the Company issued the Investors Warrants to purchase up to 203,709 shares of the Company’s common stock at an exercise price of $8.00 per whole share. In addition, pursuant to the terms of the Offering, the Company issued Laidlaw the Placement Agent Warrants to purchase up to 61,113 shares of common stock. The Placement Agent Warrants are exercisable for a period of five years from the Closing Date at an exercise price of $5.00 per share. The Company has determined that the warrants should be accounted as a component of stockholders’ equity. Stock Based Compensation Stock-based compensation expense for the three and nine months ended September 30, 2019 and 2018 was as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2018 2019 2018 Employee common stock awards $ - $ - $ - $ 107,500 Directors common stock awards - - - 25,000 Employee stock option awards - - 199,182 - Employee restricted stock awards 2,210 5,589 8,499 5,590 Non-employee restricted stock awards 204,550 - 204,550 - Non-employee warrant awards - - 84,605 - $ 206,760 $ 5,589 $ 496,836 $ 138,090 In addition, the Company recorded $0 and $13,000 of stock issued for research and development services for the three months ended September 30, 2019 and 2018, respectively, and $0 and $36,000 of stock issued for research and development services for the nine months ended September 30, 2019 and 2018, respectively. Employee related stock-based compensation is recognized as “compensation and related expenses” and non-employee related stock-based compensation is recognized as “professional fees” in the condensed statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 5-Commitments and contingencies Office lease The Company leases office space that commenced on July 15, 2017, for approximately $2,000 a month. Rent expense for the nine months ended September 30, 2019 and 2018 was approximately $24,000 and $21,000, respectively. The term of the lease expires on July 31, 2020. In accordance with ASC 842, this lease meets the definition of a short-term lease and accordingly, is not subject to capitalization. Litigation The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 6-Subsequent events On October 3, 2019 and November 3, 2019, the Company issued an aggregate of 1,388 shares of the Company's common stock to a member of the Company's Board for services rendered. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company's annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (the "SEC") on April 1, 2019. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. The most significant estimates in the Company's financial statements relate to the valuation of preferred and common stock, stock-based compensation and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company's future results of operations will be affected. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes to the Company's significant accounting policies previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 as filed with the SEC on April 1, 2019. |
Restricted Cash | Restricted Cash In November 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ") No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , Cash $ 3,214,945 Restricted cash 200,000 Total cash and restricted cash $ 3,414,945 The $0.2 million restricted cash has been deposited into a third-party escrow account in order to provide a source of funding for certain indemnification obligations the Company has pursuant to its Qualified Independent Underwriter Engagement Agreement. |
Stock-based compensation | Stock-based compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company records the expense for stock-based compensation awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions at each reporting date. All stock-based compensation costs are recorded in general and administrative or research and development costs in the statements of operations based upon the underlying employees' or non-employees' roles within the Company. |
Net loss per share | Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. Since the Company had a net loss in the periods presented, basic and diluted net loss per common share are the same. The following were excluded from the computation of diluted shares outstanding due to the losses for each period presented, as they would have had an anti-dilutive impact on the Company's net loss: As of September 30, Potentially dilutive securities 2019 2018 Series A Convertible Preferred Stock (Common Stock Equivalent) - 3,102,480 Warrants 1,032,692 991,367 Non-vested restricted stock units 15,282 - Total 1,047,974 4,093,847 |
Recent accounting pronouncements | Recent accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if currently adopted, would have an effect on the Company's financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of consolidated statements of cash flows | Cash $ 3,214,945 Restricted cash 200,000 Total cash and restricted cash $ 3,414,945 |
Schedule of anti-dilutive impact on net loss | As of September 30, Potentially dilutive securities 2019 2018 Series A Convertible Preferred Stock (Common Stock Equivalent) - 3,102,480 Warrants 1,032,692 991,367 Non-vested restricted stock units 15,282 - Total 1,047,974 4,093,847 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of restricted stock awards activities under the Company's 2018 Equity Incentive Plan | Number of Units Weighted Average Nonvested at December 31, 2018 21,530 $ 0.25 Granted 40,000 5.11 Vested (46,248 ) 4.46 Nonvested at September 30, 2019 15,282 $ 0.25 |
Schedule of warrant activity | Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2018 991,367 $ 1.00 $ - 5.9 Issued 331,155 6.90 71,816 4.4 Exercised (289,830 ) 0.94 - - Outstanding as of September 30, 2019 1,032,692 $ 2.91 $ 2,445,783 4.5 Warrants exercisable as of September 30, 2019 1,032,692 $ 2.91 $ 2,445,783 4.5 |
Schedule of stock-based compensation expense | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2018 2019 2018 Employee common stock awards $ - $ - $ - $ 107,500 Directors common stock awards - - - 25,000 Employee stock option awards - - 199,182 - Employee restricted stock awards 2,210 5,589 8,499 5,590 Non-employee restricted stock awards 204,550 - 204,550 - Non-employee warrant awards - - 84,605 - $ 206,760 $ 5,589 $ 496,836 $ 138,090 |
Organization and Description _2
Organization and Description of Business Operations (Details) - USD ($) | 1 Months Ended | |||
Feb. 15, 2019 | Feb. 14, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Organization and Description of Business Operations (Textual) | ||||
Cash | $ 3,200,000 | |||
Working capital | 4,100,000 | |||
Accumulated deficit | (8,303,989) | $ (4,511,006) | ||
Marketable securities | $ 800,000 | |||
Initial public offering [Member] | ||||
Organization and Description of Business Operations (Textual) | ||||
Common stock issued for initial public offering price | 1,250,000 | |||
Additional shares of common stock | 187,500 | |||
Net proceeds from initial public offering | $ 5,800,000 | |||
Initial offering price per share | $ 5.60 | |||
Description of underwriting agreement | The Company entered into an underwriting agreement with Laidlaw & Co. (UK) Ltd. ("Laidlaw") pursuant to which the Company paid Laidlaw a fee in the amount of 7% of the gross proceeds of the IPO, or $490,000. The Company also reimbursed Laidlaw for certain out-of-pocket expenses, including the fees and disbursements of their counsel, up to an aggregate of $0.2 million. In addition, Laidlaw received five-year warrants to purchase 50,000 shares of common stock of the Company at an exercise price of $7.00 per share. |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | Sep. 30, 2019USD ($) |
Accounting Policies [Abstract] | |
Cash | $ 3,214,945 |
Restricted cash | 200,000 |
Total cash and restricted cash | $ 3,414,945 |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Potentially dilutive securities | ||
Total | 1,047,974 | 4,093,847 |
Series A Convertible Preferred Stock (Common Stock Equivalent) [Member] | ||
Potentially dilutive securities | ||
Total | 3,102,480 | |
Warrants [Member] | ||
Potentially dilutive securities | ||
Total | 1,032,692 | 991,367 |
Non-vested restricted stock units [Member] | ||
Potentially dilutive securities | ||
Total | 15,282 |
Significant Accounting Polici_6
Significant Accounting Policies (Details Textual) | Sep. 30, 2019USD ($) |
Significant Accounting Policies (Textual) | |
Escrow deposit | $ 200,000 |
License Agreements (Details)
License Agreements (Details) - USD ($) | Mar. 08, 2019 | Aug. 19, 2019 | Jul. 29, 2019 | Jun. 28, 2019 | May 18, 2018 | Sep. 30, 2019 |
License Agreements (Textual) | ||||||
Commercial evaluation sublicense and option agreement description | The Company, the University of Maryland, Baltimore ("UMD") and Isoprene Pharmaceuticals, Inc. ("Isoprene") entered into a commercial evaluation sublicense and option agreement. In consideration of the rights granted under the agreement, the Company paid an initial option and material access fee of $5,000 to UMD and $5,000 to Isoprene. | |||||
License agreement [Member] | ||||||
License Agreements (Textual) | ||||||
Initial fee | $ 5,000 | |||||
Annual license fee | 5,000 | |||||
Minimum annual royalty | $ 5,000 | |||||
Expires license term | 10 years | |||||
George Washington University [Member] | ||||||
License Agreements (Textual) | ||||||
Sponsored research agreement, description | Pursuant to the terms of the Sponsored Research Agreement, GWU granted the Company a non-exclusive, license to certain of GWU's intellectual property. The Company has agreed to pay GWU for all costs incurred in connection with the research; provided, however, such costs shall not exceed approximately $0.3 million. The Sponsored Research Agreement shall terminate on June 30, 2020 unless extended by the parties. The Sponsored Research Agreement may be terminated by either party upon 30 days written notice. | |||||
License initiation fee | $ 10,000 | |||||
Warrants term | 10 years | |||||
Warrrants, description | The GWU Warrants shall vest as follows: 20% upon the date of issuance and 20% each year thereafter for a period of 4 years | |||||
Licensed product, description | (i) $75,000 per year for the development and commercialization of the GWU Licensed Product, (ii) $2,000 for license maintenance fees on the first anniversary of the Effective Fate and (iii) $5,000 for license maintenance fees commencing on the second anniversary of the Effective Date and thereafter. Furthermore, the Company shall be required to pay GWU a sublicense fee equal to a certain percentage of the sum of all payments plus the fair market value of all other consideration of any kind received by the Company from sublicensees during each quarter as follows: a 40% sublicense fee until the first anniversary of the Effective Date, a 30% sublicense fee until the third anniversary of the Effective Date and a 20% sublicense fee after the third anniversary of the Effective Date; provided, however, such sublicense fee shall exclude certain fees paid to the Company such as certain royalties, loan proceeds and sponsored research funding. Subject to the execution of a definitive license agreement with GWU, the Company shall also pay GWU milestone payments of up to $90,000 in the aggregate and a 2% royalty on net sales, subject to certain minimum royalty requirements. In addition, during each Option Exercise Period and Renewal Period (as defined) the Company shall pay GWU, on a quarterly basis, for all costs and expenses related to the GWU Licensed Patents (the "Patent Costs"). Unless the Research Option Agreement is earlier terminated, it shall expire upon the later of (1) the last day of the Option Exercise Period, (2) the last day of the last Renewal Period for which the Company has timely paid the appropriate Renewal Fee and (3) the last day of the License Negotiation Period. The Company may terminate the Research Option Agreement at any time upon 30 days prior notice. GWU may terminate the Research Option Agreement immediately and without further notice upon the Company's failure to make payments pursuant to the agreement, the Company's breach of such agreement or if the Company fails to reimburse GWU for the Patent Costs. "Option Exercise Period" means the period from May 1, 2019 until April 30, 2020. "Renewal Period" means each 12 month renewal of the Option Exercise Period beyond April 30, 2020. "Renewal Fee" means $2,500. "License Negotiation Period" means the period that is 60 days after the receipt by GWU of an option exercise notice delivered by the Company. | |||||
George Washington University [Member] | Licensed Patents [Member] | ||||||
License Agreements (Textual) | ||||||
Patents paid | $ 2,500 | |||||
Chelexa BioSciences, Inc. [Member] | ||||||
License Agreements (Textual) | ||||||
Milestone payments | $ 3,500,000 | |||||
Isoprene-Hoth Option [Member] | ||||||
License Agreements (Textual) | ||||||
Option exercise fee | 20,000 | |||||
UMD-Hoth Option [Member] | ||||||
License Agreements (Textual) | ||||||
Option exercise fee | $ 20,000 | |||||
Zylö Therapeutics Inc. [Member] | ||||||
License Agreements (Textual) | ||||||
Sublicense Agreement, description | (i) an upfront license fee of $50,000 (less the $10,000 previously paid by the Company); (ii) sales-based royalties at percentages which range from high single digits to low double digits, with low sales volumes being subject to lower royalty rates; and total milestone payments of up to $13.5 million. In addition, within 45 days of the Company's next equity financing pursuant to which the Company receives gross proceeds of at least $1 million, the Company shall purchase equity securities of Zylö in an amount equal to $60,000. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Restricted Stock Awards [Member] | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Number of Units | |
Number of Units, Nonvested Beginning Balance | shares | 21,530 |
Number of Units, Granted | shares | 40,000 |
Number of Units, Vested | shares | (46,248) |
Number of Units, Nonvested Ending Balance | shares | 15,282 |
Weighted Average Grant Day Fair Value | |
Weighted Average Grant Day Fair Value, Nonvested Beginning balance | $ / shares | $ 0.25 |
Weighted Average Grant Day Fair Value, Granted | $ / shares | 5.11 |
Weighted Average Grant Day Fair Value, Vested | $ / shares | 4.46 |
Weighted Average Grant Day Fair Value, Nonvested Ending balance | $ / shares | $ 0.25 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | |
Number of Warrants | |
Outstanding | shares | 991,367 |
Issued | shares | 331,155 |
Exercised | shares | (289,830) |
Outstanding | shares | 1,032,692 |
Warrants exercisable | shares | 1,032,692 |
Weighted Average Exercise Price | |
Outstanding | $ / shares | $ 1 |
Issued | $ / shares | 6.90 |
Exercised | $ / shares | 0.94 |
Outstanding | $ / shares | 2.91 |
Warrants exercisable | $ / shares | $ 2.91 |
Total Intrinsic Value | |
Outstanding | $ | |
Issued | $ | 71,816 |
Exercised | $ | |
Outstanding | $ | 2,445,783 |
Warrants exercisable | $ | $ 2,445,783 |
Weighted Average Remaining Contractual Life (in years) | |
Outstanding | 5 years 10 months 25 days |
Issued | 4 years 4 months 24 days |
Exercised | 0 years |
Outstanding | 4 years 6 months |
Warrants exercisable | 4 years 6 months |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Stock-based compensation | $ 206,760 | $ 5,589 | $ 496,836 | $ 138,090 |
Restricted Stock Awards [Member] | Employee common stock awards [Member] | ||||
Stock-based compensation | 107,500 | |||
Restricted Stock Awards [Member] | Directors common stock awards [Member] | ||||
Stock-based compensation | 25,000 | |||
Restricted Stock Awards [Member] | Employee stock option awards [Member] | ||||
Stock-based compensation | 199,182 | |||
Restricted Stock Awards [Member] | Employee restricted stock awards [Member] | ||||
Stock-based compensation | 2,210 | 5,589 | 8,499 | 5,590 |
Restricted Stock Awards [Member] | Non-employee warrant awards [Member] | ||||
Stock-based compensation | 84,605 | |||
Restricted Stock Awards [Member] | Non-employee restricted stock awards [Member] | ||||
Stock-based compensation | $ 204,550 | $ 204,550 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) | Jun. 06, 2019 | Apr. 17, 2019$ / sharesshares | Apr. 16, 2019 | Mar. 06, 2019USD ($)shares | Feb. 20, 2019$ / sharesshares | Feb. 15, 2019USD ($)$ / sharesshares | Aug. 16, 2019USD ($)$ / sharesshares | Jun. 27, 2019USD ($)shares | May 22, 2019shares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Dec. 31, 2018$ / sharesshares |
Stockholders' Equity (Textual) | ||||||||||||||
Aggregate grant fair value | $ | $ 200,000 | |||||||||||||
Warrants to purchase of common stock shares | 50,000 | 50,000 | ||||||||||||
Warrants exercise price | $ / shares | $ 0.01 | $ 7 | ||||||||||||
Unrecognized stock-based compensation expense | $ | $ 6,000 | $ 6,000 | ||||||||||||
Weighted average remaining contractual terms of unvested restricted stock | 10 months 25 days | |||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||
Beneficially common stock outstanding, percentage | 0.0499 | |||||||||||||
Beneficial ownership limitation, percentage | 0.0999 | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Issuance of shares | 407,424 | |||||||||||||
Net proceeds received | $ | $ 1,600,000 | $ 163 | ||||||||||||
Restricted common stock of shares | 40,000 | |||||||||||||
Exercise warrant reduced | 16,333 | 16,333 | ||||||||||||
Common stock issued, description | The Company issued 47,605 shares of common stock upon the cashless exercise of warrants to purchase up to 57,750 shares of common stock. | The Company issued 176,272 shares of common stock upon the cashless exercise of warrants to purchase up to 215,747 shares of common stock. Those warrants were issued by the Company to Laidlaw pursuant to the terms of its engagement letter with Laidlaw with respect to the private placement of its securities through October 2017 to December 2017. | ||||||||||||
Stock issued for research and development | $ | $ 0 | $ 13,000 | $ 36,000 | |||||||||||
Warrants to purchase | 203,709 | |||||||||||||
Investors [Member] | ||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||
Offering price per share | $ / shares | $ 5 | |||||||||||||
Warrants exercise price | $ / shares | $ 8 | |||||||||||||
Gross proceeds | $ | $ 2,037,120 | |||||||||||||
2018 Equity Incentive Plan [Member] | ||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||
Options granted | 50,000 | |||||||||||||
Aggregate grant fair value | $ | $ 200,000 | |||||||||||||
Initial public offering [Member] | ||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||
Offering price per share | $ / shares | $ 5.60 | |||||||||||||
Issuance of shares of common stock, shares | 1,250,000 | |||||||||||||
Shares of common stock | 1,250,000 | |||||||||||||
Net proceeds received | $ | $ 5,800,000 | |||||||||||||
Placement Agent Warrants [Member] | ||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||
Warrants to purchase of common stock shares | 61,113 | |||||||||||||
Placement Agent Warrants [Member] | Initial Exercise Date [Member] | ||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||
Warrants exercise price | $ / shares | $ 5 | |||||||||||||
Convertible Preferred Stock [Member] | ||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||
Preferred stock designated | 5,000,000 | 5,000,000 | ||||||||||||
Preferred stock converted into common stock | 3,102,480 | 3,102,480 | ||||||||||||
Preferred shares remain authorized | 1,897,520 | 1,897,520 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Commitments and Contingencies (Textual) | ||
Lease agreement terms, description | The Company leases office space that commenced on July 15, 2017, for approximately $2,000 a month. | |
Rent expense | $ 24,000 | $ 21,000 |
Lease expires date | Jul. 31, 2020 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Nov. 03, 2019 | Oct. 03, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Common stock, shares issued | 10,117,762 | 5,071,400 | ||
Subsequent Event [Member] | ||||
Common stock, shares issued | 1,388 | 1,388 |